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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Key Energy Services Inc | NYSE:KEG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.266 | 0 | 01:00:00 |
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-2648081
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
Number
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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•
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conditions in the oil and natural gas industry, especially oil and natural gas prices and capital expenditures by oil and natural gas companies;
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•
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volatility in oil and natural gas prices;
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•
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our ability to implement price increases or maintain pricing on our core services;
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•
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risks that we may not be able to reduce, and could even experience increases in, the costs of labor, fuel, equipment and supplies employed in our businesses;
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•
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industry capacity;
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•
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asset impairments or other charges;
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•
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the periodic low demand for our services and resulting operating losses and negative cash flows;
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•
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our highly competitive industry as well as operating risks, which are primarily self-insured, and the possibility that our insurance may not be adequate to cover all of our losses or liabilities;
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•
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significant costs and potential liabilities resulting from compliance with applicable laws, including those resulting from environmental, health and safety laws and regulations, specifically those relating to hydraulic fracturing, as well as climate change legislation or initiatives;
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•
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our historically high employee turnover rate and our ability to replace or add workers, including executive officers and skilled workers;
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•
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our ability to incur debt or long-term lease obligations;
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•
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our ability to implement technological developments and enhancements;
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•
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severe weather impacts on our business, including from hurricane activity;
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•
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our ability to successfully identify, make and integrate acquisitions and our ability to finance future growth of our operations or future acquisitions;
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•
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our ability to achieve the benefits expected from disposition transactions;
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•
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the loss of one or more of our larger customers;
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•
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our ability to generate sufficient cash flow to meet debt service obligations;
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•
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the amount of our debt and the limitations imposed by the covenants in the agreements governing our debt, including our ability to comply with covenants under our debt agreements;
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•
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an increase in our debt service obligations due to variable rate indebtedness;
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•
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our inability to achieve our financial, capital expenditure and operational projections, including quarterly and annual projections of revenue and/or operating income and our inaccurate assessment of future activity levels, customer demand, and pricing stability which may not materialize (whether for Key as a whole or for geographic regions and/or business segments individually);
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•
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our ability to respond to changing or declining market conditions, including our ability to reduce the costs of labor, fuel, equipment and supplies employed and used in our businesses;
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•
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our ability to maintain sufficient liquidity;
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•
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adverse impact of litigation; and
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•
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other factors affecting our business described in “
Item 1A. Risk Factors
.”
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•
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Reincorporated the Successor Company in the state of Delaware and adopted an amended and restated certificate of incorporation and bylaws;
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•
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Appointed new members to the Successor Company’s board of directors to replace directors of the Predecessor Company;
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•
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Issued to the Predecessor Company’s former stockholders, in exchange for the cancellation and discharge of the Predecessor Company’s common stock:
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•
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815,887 shares of the Successor Company’s common stock;
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•
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919,004 warrants to expire on December 15, 2020 (the “4-Year Warrants”), and 919,004 warrants to expire on December 15, 2021 (the “5-Year Warrants”), each exercisable for one share of the Successor Company’s common stock;
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•
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Issued to former holders of the Predecessor Company’s 6.75% senior notes, in exchange for the cancellation and discharge of such notes, 7,500,000 shares of the Successor Company’s common stock;
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•
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Issued 11,769,014 shares of the Successor Company’s common stock to certain participants in rights offerings conducted pursuant to the Plan;
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•
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Issued to Soter Capital LLC (“Soter”) the sole share of the Successor Company’s Series A Preferred Stock, which confers certain rights to elect directors (but has no economic rights);
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•
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Entered into a new $80 million senior secured asset based revolving credit facility (the “ABL Facility”), which was increased to $100 million on February 3, 2017, and a $250 million senior secured term loan facility (the “Term Loan Facility”) upon termination of the Predecessor Company’s asset-based revolving credit facility and term loan facility;
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•
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Entered into a registration rights agreement (the “Registration Rights Agreement”) with certain stockholders of the Successor Company;
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•
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Adopted a new management incentive plan (the “2016 Incentive Plan”) for officers, directors and employees of the Successor Company and its subsidiaries; and
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•
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Entered into a corporate advisory services agreement (the “CASA”) between the Successor Company and Platinum Equity Advisors, LLC (“Platinum”) pursuant to which Platinum will provide certain business advisory services to the Company.
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Pipe Diameter
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||||||||||
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< 2
”
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≥ 2” < 2.375”
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≥ 2.375
”
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Total
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||||
Active
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10
|
|
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3
|
|
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11
|
|
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24
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Warm stacked
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4
|
|
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6
|
|
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1
|
|
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11
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Cold stacked
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6
|
|
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7
|
|
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1
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|
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14
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Total
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20
|
|
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16
|
|
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13
|
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49
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Active
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Warm Stacked
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Cold Stacked
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Total
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||||
Truck Type
|
|
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||||
Vacuum Trucks
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279
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160
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58
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497
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Winch Trucks
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86
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33
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|
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10
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|
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129
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Hot Oil Trucks
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32
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|
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21
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|
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6
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|
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59
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Kill Trucks
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39
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|
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31
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|
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11
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|
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81
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Other
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47
|
|
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15
|
|
|
20
|
|
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82
|
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Total
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483
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260
|
|
|
105
|
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848
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Owned
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Leased(1)
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Total
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|||
Location
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|
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|||
Arkansas
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1
|
|
|
—
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|
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1
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Louisiana
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3
|
|
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—
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|
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3
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New Mexico
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1
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9
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10
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Texas
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25
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27
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52
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Total
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30
|
|
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36
|
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66
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(1)
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Includes SWD facilities as “leased” if we own the wellbore for the SWD but lease the land. In other cases, we lease both the wellbore and the land. Lease terms vary among different sites, but with respect to some of the SWD facilities for which we lease the land and own the wellbore, the land owner has an option under the land lease to retain the wellbore at the termination of the lease.
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•
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prices, and expectations about future prices, of oil and natural gas;
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•
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domestic and worldwide economic conditions;
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•
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domestic and foreign supply of and demand for oil and natural gas;
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•
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the price and quantity of imports of foreign oil and natural gas including the ability of OPEC to set and maintain production levels for oil;
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•
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the cost of exploring for, developing, producing and delivering oil and natural gas;
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•
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the level of excess production capacity, available pipeline, storage and other transportation capacity;
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•
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lead times associated with acquiring equipment and products and availability of qualified personnel;
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•
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the expected rates of decline in production from existing and prospective wells;
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•
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the discovery rates of new oil and gas reserves;
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•
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federal, state and local regulation of exploration and drilling activities and equipment, material or supplies that we furnish;
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•
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public pressure on, and legislative and regulatory interest within, federal, state and local governments to stop, significantly limit or regulate hydraulic fracturing activities;
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•
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weather conditions, including hurricanes, that can affect oil and natural gas operations over a wide area and severe winter weather that can interfere with our operations;
|
•
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political instability in oil and natural gas producing countries;
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•
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advances in exploration, development and production technologies or in technologies affecting energy consumption;
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•
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the price and availability of alternative fuel and energy sources;
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•
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uncertainty in capital and commodities markets; and
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•
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changes in the value of the U.S. dollar relative to other major global currencies.
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•
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making it more difficult for us to satisfy our obligations under the agreements governing our indebtedness and increasing the risk that we may default on our debt obligations;
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures and other general business activities;
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•
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limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes and other activities;
|
•
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limiting management's flexibility in operating our business;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
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diminishing our ability to successfully withstand a downturn in our business or the economy generally;
|
•
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placing us at a competitive disadvantage against less leveraged competitors; and
|
•
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making us vulnerable to increases in interest rates, because our debt has variable interest rates.
|
•
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accidents resulting in serious bodily injury and the loss of life or property;
|
•
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liabilities from accidents or damage by our fleet of trucks, rigs and other equipment;
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•
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pollution and other damage to the environment;
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•
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reservoir damage;
|
•
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blow-outs, the uncontrolled flow of natural gas, oil or other well fluids into the atmosphere or an underground formation; and
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•
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fires and explosions.
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•
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limit our ability to improve our market position;
|
•
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increase our operating costs; and
|
•
|
limit our ability to recoup the investments made in this technological initiative.
|
•
|
curtailment of services;
|
•
|
weather-related damage to facilities and equipment, resulting in suspension of operations;
|
•
|
inability to deliver equipment, personnel and products to job sites in accordance with contract schedules; and
|
•
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loss of productivity.
|
•
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incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;
|
•
|
failure to successfully integrate the operations or management of any acquired operations or assets in a timely manner;
|
•
|
failure to retain or attract key employees;
|
•
|
diversion of management's attention from existing operations or other priorities;
|
•
|
the inability to implement promptly an effective control environment;
|
•
|
potential impairment charges if purchase assumptions are not achieved or market conditions decline;
|
•
|
the risks inherent in entering markets or lines of business with which the company has limited or no prior experience; and
|
•
|
inability to secure sufficient financing, sufficient financing on economically attractive terms that may be required for any such acquisition or investment.
|
•
|
our operating and financial performance and prospects;
|
•
|
our ability to repay our debt;
|
•
|
our access to financial and capital markets to refinance our debt or replace the existing credit facilities;
|
•
|
investor perceptions of us and the industry and markets in which we operate;
|
•
|
future sales of equity or equity-related securities;
|
•
|
changes in earnings estimates or buy/sell recommendations by analysts; and
|
•
|
general financial, domestic, economic and other market conditions.
|
•
|
Before that person became an interested stockholder, our board of directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;
|
•
|
Upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding stock held by certain directors and employee stock plans; or
|
•
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Following the transaction in which that person became an interested stockholder, the business combination is approved by our board of directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.
|
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Office, Repair &
Service and Other(1)
|
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SWDs, Brine and
Freshwater Stations(2)
|
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Operational Field
Services Facilities
|
|||
Owned
|
43
|
|
|
30
|
|
|
59
|
|
Leased
|
28
|
|
|
36
|
|
|
26
|
|
TOTAL
|
71
|
|
|
66
|
|
|
85
|
|
(1)
|
Includes six residential properties leased in the used to house employees.
|
(2)
|
Includes SWD facilities as “leased” if we own the wellbore for the SWD but lease the land. In other cases, we lease both the wellbore and the land. Lease terms vary among different sites, but with respect to some of the SWD facilities for which we lease the land and own the wellbore, the land owner has an option under the land lease to retain the wellbore at the termination of the lease.
|
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High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
1st Quarter (Predecessor Company)
|
$
|
0.53
|
|
|
$
|
0.19
|
|
2nd Quarter (Predecessor Company)
|
0.53
|
|
|
0.21
|
|
||
3rd Quarter (Predecessor Company)
|
0.24
|
|
|
0.04
|
|
||
4th Quarter (Predecessor Company until December 15, 2016)
|
0.13
|
|
|
0.04
|
|
||
4th Quarter (Successor Company from and after December 16, 2016)
|
33.25
|
|
|
31.50
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans(1)
|
|
Maximum Number of Shares That May Yet Be Purchased Under the Plan(1)
|
|||||
October 1, 2017 to October 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
November 1, 2017 to November 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
December 1, 2017 to December 31, 2017
|
51,272
|
|
|
$
|
11.93
|
|
|
—
|
|
|
—
|
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants And Rights
(a)(2)
|
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
And Rights
(b)(3)
|
|
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)(4)
|
||||
|
(in thousands)
|
|
|
|
(in thousands)
|
||||
Equity compensation plans approved by stockholders(1)
|
1,275
|
|
|
$
|
34.24
|
|
|
1,004
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
1,275
|
|
|
|
|
1,004
|
|
(1)
|
Represents stock-based awards outstanding under the 2016 Equity and Cash Incentive Plan (the “2016 ECIP”).
|
(2)
|
Represents shares that may be issued upon vesting of restricted stock units (“RSUs”).
|
(3)
|
RSUs do not have an exercise price; therefore RSUs are excluded from weighted average exercise price of outstanding awards.
|
(4)
|
Represents the number of shares remaining available for grant under the 2016 ECIP as of
December 31, 2017
. If any common stock underlying an unvested award is canceled, forfeited or is otherwise terminated without delivery of shares, then such shares will again be available for issuance under the 2016 ECIP.
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Successor
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Predecessor
|
||||||||||||||||||||
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Year Ended December 31, 2017
|
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Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31,
|
||||||||||||||||
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2015
|
|
2014
|
|
2013
|
|||||||||||||||
REVENUES
|
$
|
436,165
|
|
|
$
|
17,830
|
|
|
|
$
|
399,423
|
|
|
$
|
792,326
|
|
|
$
|
1,427,336
|
|
|
$
|
1,591,676
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
332,332
|
|
|
16,603
|
|
|
|
362,825
|
|
|
714,637
|
|
|
1,059,651
|
|
|
1,114,462
|
|
||||||
Depreciation and amortization expense
|
84,542
|
|
|
3,574
|
|
|
|
131,296
|
|
|
180,271
|
|
|
200,738
|
|
|
225,297
|
|
||||||
General and administrative expenses
|
115,284
|
|
|
6,501
|
|
|
|
163,257
|
|
|
202,631
|
|
|
249,646
|
|
|
221,753
|
|
||||||
Impairment expense
|
187
|
|
|
—
|
|
|
|
44,646
|
|
|
722,096
|
|
|
121,176
|
|
|
—
|
|
||||||
Operating income (loss)
|
(96,180
|
)
|
|
(8,848
|
)
|
|
|
(302,601
|
)
|
|
(1,027,309
|
)
|
|
(203,875
|
)
|
|
30,164
|
|
||||||
Reorganization items, net
|
1,501
|
|
|
—
|
|
|
|
(245,571
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense, net of amounts capitalized
|
31,797
|
|
|
1,364
|
|
|
|
74,320
|
|
|
73,847
|
|
|
54,227
|
|
|
55,204
|
|
||||||
Other (income) expense, net
|
(7,187
|
)
|
|
32
|
|
|
|
(2,443
|
)
|
|
9,394
|
|
|
1,009
|
|
|
(803
|
)
|
||||||
Loss before tax
|
(122,291
|
)
|
|
(10,244
|
)
|
|
|
(128,907
|
)
|
|
(1,110,550
|
)
|
|
(259,111
|
)
|
|
(24,237
|
)
|
||||||
Income tax (expense) benefit
|
1,702
|
|
|
—
|
|
|
|
(2,829
|
)
|
|
192,849
|
|
|
80,483
|
|
|
3,064
|
|
||||||
Net loss
|
(120,589
|
)
|
|
(10,244
|
)
|
|
|
(131,736
|
)
|
|
(917,701
|
)
|
|
(178,628
|
)
|
|
(21,173
|
)
|
||||||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
||||||
LOSS ATTRIBUTABLE TO KEY
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted
|
$
|
(6.00
|
)
|
|
$
|
(0.51
|
)
|
|
|
$
|
(0.82
|
)
|
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
Loss per share attributable to Key:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted
|
$
|
(6.00
|
)
|
|
$
|
(0.51
|
)
|
|
|
$
|
(0.82
|
)
|
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted
|
20,105
|
|
|
20,090
|
|
|
|
160,587
|
|
|
156,598
|
|
|
153,371
|
|
|
152,271
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(51,367
|
)
|
|
$
|
(417
|
)
|
|
|
$
|
(138,449
|
)
|
|
$
|
(22,386
|
)
|
|
$
|
164,168
|
|
|
$
|
228,643
|
|
Net cash provided by (used in) investing activities
|
16,913
|
|
|
(251
|
)
|
|
|
6,544
|
|
|
(19,403
|
)
|
|
(146,840
|
)
|
|
(160,881
|
)
|
||||||
Net cash provided by (used in) financing activities
|
17,160
|
|
|
(15
|
)
|
|
|
18,759
|
|
|
218,729
|
|
|
(22,058
|
)
|
|
(85,492
|
)
|
||||||
Effect of changes in exchange rates on cash
|
(146
|
)
|
|
—
|
|
|
|
(20
|
)
|
|
110
|
|
|
3,728
|
|
|
87
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Working capital
|
$
|
83,027
|
|
|
$
|
117,775
|
|
|
|
$
|
265,943
|
|
|
$
|
191,937
|
|
|
$
|
273,809
|
|
Property and equipment, gross
|
413,127
|
|
|
408,716
|
|
|
|
2,376,388
|
|
|
2,555,515
|
|
|
2,606,738
|
|
|||||
Property and equipment, net
|
327,314
|
|
|
405,151
|
|
|
|
880,032
|
|
|
1,235,258
|
|
|
1,365,646
|
|
|||||
Total assets
|
529,121
|
|
|
657,981
|
|
|
|
1,327,798
|
|
|
2,322,763
|
|
|
2,573,573
|
|
|||||
Long-term debt and capital leases, net of current maturities
|
243,103
|
|
|
245,477
|
|
|
|
961,700
|
|
|
737,691
|
|
|
750,084
|
|
|||||
Total liabilities
|
400,438
|
|
|
415,364
|
|
|
|
1,187,508
|
|
|
1,264,700
|
|
|
1,322,480
|
|
|||||
Equity
|
128,683
|
|
|
242,617
|
|
|
|
140,290
|
|
|
1,058,063
|
|
|
1,251,093
|
|
Year
|
WTI Cushing Crude
Oil(1)
|
|
NYMEX Henry Hub
Natural Gas(1)
|
|
Average Baker Hughes
U.S. Land Drilling Rigs(2)
|
|
Average AESC Well Service Active Rig Count(3)
|
||||||
2013
|
$
|
97.98
|
|
|
$
|
3.73
|
|
|
1,705
|
|
|
2,064
|
|
2014
|
$
|
93.17
|
|
|
$
|
4.37
|
|
|
1,804
|
|
|
2,024
|
|
2015
|
$
|
48.66
|
|
|
$
|
2.62
|
|
|
943
|
|
|
1,481
|
|
2016
|
$
|
43.29
|
|
|
$
|
2.52
|
|
|
486
|
|
|
1,061
|
|
2017
|
$
|
50.80
|
|
|
$
|
2.99
|
|
|
856
|
|
|
1,187
|
|
(1)
|
Represents the average of the monthly average prices for each of the years presented. Source: U.S. Energy Information Administration, Bloomberg.
|
(2)
|
Source: www.bakerhughes.com
|
(3)
|
Source: www.aesc.net
|
(1)
|
Key's U.S. working days are the number of weekdays during the quarter minus national holidays.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
(a)
|
|
(b)
|
|
|
(c)
|
|
(a) - (b) - (c)
|
|
|
|||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Change
|
|
% Change
|
|||||||||
REVENUES
|
$
|
436,165
|
|
|
$
|
17,830
|
|
|
|
$
|
399,423
|
|
|
$
|
18,912
|
|
|
5
|
%
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct operating expenses
|
332,332
|
|
|
16,603
|
|
|
|
362,825
|
|
|
(47,096
|
)
|
|
(12
|
)%
|
||||
Depreciation and amortization expense
|
84,542
|
|
|
3,574
|
|
|
|
131,296
|
|
|
(50,328
|
)
|
|
(37
|
)%
|
||||
General and administrative expenses
|
115,284
|
|
|
6,501
|
|
|
|
163,257
|
|
|
(54,474
|
)
|
|
(32
|
)%
|
||||
Impairment expense
|
187
|
|
|
—
|
|
|
|
44,646
|
|
|
(44,459
|
)
|
|
(100
|
)%
|
||||
Operating loss
|
(96,180
|
)
|
|
(8,848
|
)
|
|
|
(302,601
|
)
|
|
215,269
|
|
|
(69
|
)%
|
||||
Reorganization items, net
|
1,501
|
|
|
—
|
|
|
|
(245,571
|
)
|
|
247,072
|
|
|
(101
|
)%
|
||||
Interest expense, net of amounts capitalized
|
31,797
|
|
|
1,364
|
|
|
|
74,320
|
|
|
(43,887
|
)
|
|
(58
|
)%
|
||||
Other (income) loss, net
|
(7,187
|
)
|
|
32
|
|
|
|
(2,443
|
)
|
|
(4,776
|
)
|
|
198
|
%
|
||||
Loss before income taxes
|
(122,291
|
)
|
|
(10,244
|
)
|
|
|
(128,907
|
)
|
|
16,860
|
|
|
(12
|
)%
|
||||
Income tax (expense) benefit
|
1,702
|
|
|
—
|
|
|
|
(2,829
|
)
|
|
4,531
|
|
|
(160
|
)%
|
||||
NET LOSS
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
21,391
|
|
|
(15
|
)%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
(a)
|
|
(b)
|
|
|
(c)
|
|
(a) - (b) - (c)
|
|
|
|||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Change
|
|
% Change
|
|||||||||
Interest income
|
$
|
(711
|
)
|
|
$
|
(20
|
)
|
|
|
$
|
(407
|
)
|
|
$
|
(284
|
)
|
|
67
|
%
|
Foreign exchange (gain) loss
|
(33
|
)
|
|
17
|
|
|
|
1,005
|
|
|
$
|
(1,055
|
)
|
|
(103
|
)%
|
|||
Other, net
|
(6,443
|
)
|
|
35
|
|
|
|
(3,041
|
)
|
|
$
|
(3,437
|
)
|
|
114
|
%
|
|||
Total
|
$
|
(7,187
|
)
|
|
$
|
32
|
|
|
|
$
|
(2,443
|
)
|
|
$
|
(4,776
|
)
|
|
198
|
%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(a) + (b) - (c)
|
|
|
|||||||||
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
|
Change
|
|
% Change
|
|||||||||
REVENUES
|
$
|
17,830
|
|
|
|
$
|
399,423
|
|
|
$
|
792,326
|
|
|
$
|
(375,073
|
)
|
|
(47
|
)%
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct operating expenses
|
16,603
|
|
|
|
362,825
|
|
|
714,637
|
|
|
(335,209
|
)
|
|
(47
|
)%
|
||||
Depreciation and amortization expense
|
3,574
|
|
|
|
131,296
|
|
|
180,271
|
|
|
(45,401
|
)
|
|
(25
|
)%
|
||||
General and administrative expenses
|
6,501
|
|
|
|
163,257
|
|
|
202,631
|
|
|
(32,873
|
)
|
|
(16
|
)%
|
||||
Impairment expense
|
—
|
|
|
|
44,646
|
|
|
722,096
|
|
|
(677,450
|
)
|
|
(94
|
)%
|
||||
Operating loss
|
(8,848
|
)
|
|
|
(302,601
|
)
|
|
(1,027,309
|
)
|
|
715,860
|
|
|
(70
|
)%
|
||||
Reorganization items, net
|
—
|
|
|
|
(245,571
|
)
|
|
—
|
|
|
(245,571
|
)
|
|
(100
|
)%
|
||||
Interest expense, net of amounts capitalized
|
1,364
|
|
|
|
74,320
|
|
|
73,847
|
|
|
1,837
|
|
|
2
|
%
|
||||
Other (income) loss, net
|
32
|
|
|
|
(2,443
|
)
|
|
9,394
|
|
|
(11,805
|
)
|
|
(126
|
)%
|
||||
Loss before income taxes
|
(10,244
|
)
|
|
|
(128,907
|
)
|
|
(1,110,550
|
)
|
|
971,399
|
|
|
(87
|
)%
|
||||
Income tax (expense) benefit
|
—
|
|
|
|
(2,829
|
)
|
|
192,849
|
|
|
(195,678
|
)
|
|
(101
|
)%
|
||||
NET LOSS
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
|
$
|
775,721
|
|
|
(85
|
)%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
(a)
|
|
|
(b)
|
|
(c)
|
|
(a) + (b) - (c)
|
|
|
|||||||||
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
|
Change
|
|
% Change
|
|||||||||
Interest income
|
$
|
(20
|
)
|
|
|
$
|
(407
|
)
|
|
$
|
(159
|
)
|
|
$
|
(268
|
)
|
|
169
|
%
|
Foreign exchange loss
|
17
|
|
|
|
1,005
|
|
|
4,153
|
|
|
(3,131
|
)
|
|
(75
|
)%
|
||||
Allowance for collectability of notes receivable
|
—
|
|
|
|
—
|
|
|
7,705
|
|
|
(7,705
|
)
|
|
(100
|
)%
|
||||
Other, net
|
35
|
|
|
|
(3,041
|
)
|
|
(2,305
|
)
|
|
(701
|
)
|
|
30
|
%
|
||||
Total
|
$
|
32
|
|
|
|
$
|
(2,443
|
)
|
|
$
|
9,394
|
|
|
$
|
(11,805
|
)
|
|
(126
|
)%
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
248,830
|
|
|
$
|
80,726
|
|
|
$
|
41,866
|
|
|
$
|
59,172
|
|
|
$
|
5,571
|
|
|
$
|
—
|
|
|
$
|
436,165
|
|
Operating expenses
|
252,450
|
|
|
100,258
|
|
|
40,235
|
|
|
51,666
|
|
|
10,564
|
|
|
77,172
|
|
|
532,345
|
|
|||||||
Operating income (loss)
|
(3,620
|
)
|
|
(19,532
|
)
|
|
1,631
|
|
|
7,506
|
|
|
(4,993
|
)
|
|
(77,172
|
)
|
|
(96,180
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
8,549
|
|
|
$
|
3,208
|
|
|
$
|
1,392
|
|
|
$
|
3,389
|
|
|
$
|
1,292
|
|
|
$
|
—
|
|
|
$
|
17,830
|
|
Operating expenses
|
10,481
|
|
|
4,346
|
|
|
1,648
|
|
|
3,654
|
|
|
1,225
|
|
|
5,324
|
|
|
26,678
|
|
|||||||
Operating income (loss)
|
(1,932
|
)
|
|
(1,138
|
)
|
|
(256
|
)
|
|
(265
|
)
|
|
67
|
|
|
(5,324
|
)
|
|
(8,848
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
222,877
|
|
|
$
|
76,008
|
|
|
$
|
30,569
|
|
|
$
|
55,790
|
|
|
$
|
14,179
|
|
|
$
|
—
|
|
|
$
|
399,423
|
|
Operating expenses
|
262,335
|
|
|
113,944
|
|
|
49,891
|
|
|
82,198
|
|
|
73,405
|
|
|
120,251
|
|
|
702,024
|
|
|||||||
Operating loss
|
(39,458
|
)
|
|
(37,936
|
)
|
|
(19,322
|
)
|
|
(26,408
|
)
|
|
(59,226
|
)
|
|
(120,251
|
)
|
|
(302,601
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
8,549
|
|
|
$
|
3,208
|
|
|
$
|
1,392
|
|
|
$
|
3,389
|
|
|
$
|
1,292
|
|
|
$
|
—
|
|
|
$
|
17,830
|
|
Operating expenses
|
10,481
|
|
|
4,346
|
|
|
1,648
|
|
|
3,654
|
|
|
1,225
|
|
|
5,324
|
|
|
26,678
|
|
|||||||
Operating loss
|
(1,932
|
)
|
|
(1,138
|
)
|
|
(256
|
)
|
|
(265
|
)
|
|
67
|
|
|
(5,324
|
)
|
|
(8,848
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
222,877
|
|
|
$
|
76,008
|
|
|
$
|
30,569
|
|
|
$
|
55,790
|
|
|
$
|
14,179
|
|
|
$
|
—
|
|
|
$
|
399,423
|
|
Operating expenses
|
262,335
|
|
|
113,944
|
|
|
49,891
|
|
|
82,198
|
|
|
73,405
|
|
|
120,251
|
|
|
702,024
|
|
|||||||
Operating income (loss)
|
(39,458
|
)
|
|
(37,936
|
)
|
|
(19,322
|
)
|
|
(26,408
|
)
|
|
(59,226
|
)
|
|
(120,251
|
)
|
|
(302,601
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
377,131
|
|
|
$
|
153,153
|
|
|
$
|
89,823
|
|
|
$
|
121,883
|
|
|
$
|
50,336
|
|
|
$
|
—
|
|
|
$
|
792,326
|
|
Operating expenses
|
685,070
|
|
|
196,637
|
|
|
244,991
|
|
|
319,295
|
|
|
232,872
|
|
|
140,770
|
|
|
1,819,635
|
|
|||||||
Operating income (loss)
|
(307,939
|
)
|
|
(43,484
|
)
|
|
(155,168
|
)
|
|
(197,412
|
)
|
|
(182,536
|
)
|
|
(140,770
|
)
|
|
(1,027,309
|
)
|
•
|
In April 2015, we announced our decision to exit markets in which we participate outside of North America. Our strategy is to sell or relocate the assets of the businesses operating in these markets. To this end, during the second half of 2015, we ceased operations in Colombia, Ecuador and the Middle East. During the fourth quarter of 2016, we completed the sale of our business in Mexico, and we completed the sale of our Canadian subsidiary and Russian subsidiary in the second and third quarters of 2017, respectively. Additionally, in 2017 we sold our frac stack and testing business.
|
•
|
On December 15, 2016, the Company emerged from a pre-planned voluntary chapter 11 reorganization resulting in approximately $697 million of the Company’s long-term debt being eliminated along with more than $45.6 million of annual interest expense going forward.
|
•
|
On December 15, 2016, we entered into our new $80 million ABL Facility (which was increased to $100 million on February 3, 2017) due June 15, 2021, and our new $250 million Term Loan Facility due December 15, 2021. As of December 31, 2017, we had
no
borrowings outstanding under the ABL Facility and
$35.6 million
of letters of credit outstanding with borrowing capacity of
$24.7 million
available subject to covenant constraints under our ABL Facility.
|
•
|
Beginning in the first quarter of 2015, we began a series of structural cost cutting changes at both corporate and field levels, which include fixed costs, supply-chain efficiencies and headcount and wage reductions which has continued into 2017.
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
||||||
Net cash used by operating activities
|
$
|
(51,367
|
)
|
|
$
|
(417
|
)
|
|
|
$
|
(138,449
|
)
|
Cash paid for capital expenditures
|
(16,079
|
)
|
|
(375
|
)
|
|
|
(8,481
|
)
|
|||
Proceeds from sale of assets
|
32,992
|
|
|
124
|
|
|
|
15,025
|
|
|||
Proceeds from notes receivable
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(2,500
|
)
|
|
—
|
|
|
|
(313,424
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
|
250,000
|
|
|||
Payment of bond tender premium
|
—
|
|
|
—
|
|
|
|
109,082
|
|
|||
Restricted cash
|
20,707
|
|
|
(15
|
)
|
|
|
(24,692
|
)
|
|||
Payment of deferred financing costs
|
(350
|
)
|
|
—
|
|
|
|
(2,040
|
)
|
|||
Other financing activities, net
|
(697
|
)
|
|
—
|
|
|
|
(167
|
)
|
|||
Effect of changes in exchange rates on cash
|
(146
|
)
|
|
—
|
|
|
|
(20
|
)
|
|||
Net decrease in cash and cash equivalents
|
$
|
(17,440
|
)
|
|
$
|
(683
|
)
|
|
|
$
|
(113,166
|
)
|
|
Principal Payments
|
||
2018
|
$
|
2,500
|
|
2019
|
2,500
|
|
|
2020
|
2,500
|
|
|
2021
|
240,000
|
|
|
Total
|
$
|
247,500
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year (2018)
|
|
1-3 Years
(2019-2020)
|
|
4-5 Years
(2021-2022)
|
|
After 5 Years
(2023+)
|
||||||||||
(in thousands)
|
|||||||||||||||||||
Term Loan Facility due 2021
|
$
|
247,500
|
|
|
$
|
2,500
|
|
|
$
|
5,000
|
|
|
$
|
240,000
|
|
|
$
|
—
|
|
Interest associated with Term Loan Facility(1)
|
112,836
|
|
|
28,625
|
|
|
56,457
|
|
|
27,754
|
|
|
—
|
|
|||||
Non-cancelable operating leases
|
$
|
14,585
|
|
|
$
|
4,478
|
|
|
$
|
5,133
|
|
|
$
|
2,962
|
|
|
$
|
2,012
|
|
Total
|
$
|
374,921
|
|
|
$
|
35,603
|
|
|
$
|
66,590
|
|
|
$
|
270,716
|
|
|
$
|
2,012
|
|
(1)
|
Based on interest rates in effect at
December 31, 2017
.
|
•
|
Revenue recognition;
|
•
|
Estimate of reserves for workers’ compensation, vehicular liability and other self-insurance;
|
•
|
Contingencies;
|
•
|
Income taxes;
|
•
|
Estimates of depreciable lives;
|
•
|
Valuation of indefinite-lived intangible assets;
|
•
|
Valuation of tangible and finite-lived intangible assets; and
|
•
|
Valuation of equity-based compensation.
|
•
|
Evidence of an arrangement exists when a final understanding between us and our customer has occurred, and can be evidenced by a completed customer purchase order, field ticket, supplier contract, or master service agreement.
|
•
|
Delivery has occurred or services have been rendered when we have completed requirements pursuant to the terms of the arrangement as evidenced by a field ticket or service log.
|
•
|
The price to the customer is fixed and determinable when the amount that is required to be paid is agreed upon. Evidence of the price being fixed and determinable is evidenced by contractual terms, our price book, a completed customer purchase order, or a field ticket.
|
•
|
Collectability is reasonably assured when we screen our customers and provide goods and services to customers according to determined credit terms that have been granted in accordance with our credit policy.
|
|
|
|
Page
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
73,065
|
|
|
$
|
90,505
|
|
Restricted cash
|
4,000
|
|
|
24,707
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $875 and $168
|
69,319
|
|
|
71,327
|
|
||
Inventories
|
20,942
|
|
|
22,269
|
|
||
Other current assets
|
19,477
|
|
|
25,762
|
|
||
Total current assets
|
186,803
|
|
|
234,570
|
|
||
Property and equipment, gross
|
413,127
|
|
|
408,716
|
|
||
Accumulated depreciation
|
(85,813
|
)
|
|
(3,565
|
)
|
||
Property and equipment, net
|
327,314
|
|
|
405,151
|
|
||
Intangible assets, net
|
462
|
|
|
520
|
|
||
Other assets
|
14,542
|
|
|
17,740
|
|
||
TOTAL ASSETS
|
$
|
529,121
|
|
|
$
|
657,981
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
13,697
|
|
|
$
|
10,357
|
|
Other current liabilities
|
87,579
|
|
|
103,938
|
|
||
Current portion of long-term debt
|
2,500
|
|
|
2,500
|
|
||
Total current liabilities
|
103,776
|
|
|
116,795
|
|
||
Long-term debt
|
243,103
|
|
|
245,477
|
|
||
Workers’ compensation, vehicular and health insurance liabilities
|
25,393
|
|
|
23,313
|
|
||
Other non-current liabilities
|
28,166
|
|
|
29,779
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 10,000,000 authorized and one share issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 100,000,000 shares authorized, 20,217,641 and
20,096,462 outstanding
|
202
|
|
|
201
|
|
||
Additional paid-in capital
|
259,314
|
|
|
252,421
|
|
||
Accumulated other comprehensive income
|
—
|
|
|
239
|
|
||
Retained earnings deficit
|
(130,833
|
)
|
|
(10,244
|
)
|
||
Total equity
|
128,683
|
|
|
242,617
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
529,121
|
|
|
$
|
657,981
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
REVENUES
|
$
|
436,165
|
|
|
$
|
17,830
|
|
|
|
$
|
399,423
|
|
|
$
|
792,326
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
332,332
|
|
|
16,603
|
|
|
|
362,825
|
|
|
714,637
|
|
||||
Depreciation and amortization expense
|
84,542
|
|
|
3,574
|
|
|
|
131,296
|
|
|
180,271
|
|
||||
General and administrative expenses
|
115,284
|
|
|
6,501
|
|
|
|
163,257
|
|
|
202,631
|
|
||||
Impairment expense
|
187
|
|
|
—
|
|
|
|
44,646
|
|
|
722,096
|
|
||||
Operating loss
|
(96,180
|
)
|
|
(8,848
|
)
|
|
|
(302,601
|
)
|
|
(1,027,309
|
)
|
||||
Reorganization items, net
|
1,501
|
|
|
—
|
|
|
|
(245,571
|
)
|
|
—
|
|
||||
Interest expense, net of amounts capitalized
|
31,797
|
|
|
1,364
|
|
|
|
74,320
|
|
|
73,847
|
|
||||
Other (income) loss, net
|
(7,187
|
)
|
|
32
|
|
|
|
(2,443
|
)
|
|
9,394
|
|
||||
Loss before income taxes
|
(122,291
|
)
|
|
(10,244
|
)
|
|
|
(128,907
|
)
|
|
(1,110,550
|
)
|
||||
Income tax (expense) benefit
|
1,702
|
|
|
—
|
|
|
|
(2,829
|
)
|
|
192,849
|
|
||||
NET LOSS
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
Loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(6.00
|
)
|
|
$
|
(0.51
|
)
|
|
|
$
|
(0.82
|
)
|
|
$
|
(5.86
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
20,105
|
|
|
20,090
|
|
|
|
160,587
|
|
|
156,598
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
NET LOSS
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation income (loss)
|
(239
|
)
|
|
239
|
|
|
|
3,346
|
|
|
(6,460
|
)
|
||||
Total other comprehensive income (loss)
|
(239
|
)
|
|
239
|
|
|
|
3,346
|
|
|
(6,460
|
)
|
||||
COMPREHENSIVE LOSS
|
$
|
(120,828
|
)
|
|
$
|
(10,005
|
)
|
|
|
$
|
(128,390
|
)
|
|
$
|
(924,161
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
84,542
|
|
|
3,574
|
|
|
|
131,296
|
|
|
180,271
|
|
||||
Impairment expense
|
187
|
|
|
—
|
|
|
|
44,646
|
|
|
722,096
|
|
||||
Bad debt expense
|
1,420
|
|
|
168
|
|
|
|
2,532
|
|
|
21,172
|
|
||||
Accretion of asset retirement obligations
|
221
|
|
|
34
|
|
|
|
570
|
|
|
630
|
|
||||
(Income) loss from equity method investments
|
560
|
|
|
—
|
|
|
|
466
|
|
|
(39
|
)
|
||||
Amortization and write-off of deferred financing costs and premium on debt
|
476
|
|
|
17
|
|
|
|
4,414
|
|
|
4,645
|
|
||||
Deferred income tax expense (benefit)
|
(35
|
)
|
|
—
|
|
|
|
787
|
|
|
(189,327
|
)
|
||||
(Gain) loss on disposal of assets, net
|
(27,583
|
)
|
|
(12
|
)
|
|
|
4,707
|
|
|
51,531
|
|
||||
Share-based compensation
|
7,591
|
|
|
—
|
|
|
|
5,740
|
|
|
10,173
|
|
||||
Excess tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3,423
|
|
||||
Reorganization items, non-cash
|
—
|
|
|
—
|
|
|
|
(261,806
|
)
|
|
—
|
|
||||
Changes in working capital:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
669
|
|
|
855
|
|
|
|
41,574
|
|
|
151,489
|
|
||||
Other current assets
|
7,764
|
|
|
607
|
|
|
|
52,010
|
|
|
12,050
|
|
||||
Accounts payable and accrued liabilities
|
(13,017
|
)
|
|
3,729
|
|
|
|
(135,557
|
)
|
|
(91,978
|
)
|
||||
Share-based compensation liability awards
|
—
|
|
|
—
|
|
|
|
(227
|
)
|
|
—
|
|
||||
Other assets and liabilities
|
6,427
|
|
|
855
|
|
|
|
102,135
|
|
|
19,179
|
|
||||
Net cash used in operating activities
|
(51,367
|
)
|
|
(417
|
)
|
|
|
(138,449
|
)
|
|
(22,386
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(16,079
|
)
|
|
(375
|
)
|
|
|
(8,481
|
)
|
|
(40,808
|
)
|
||||
Proceeds from sale of assets
|
32,992
|
|
|
124
|
|
|
|
15,025
|
|
|
20,810
|
|
||||
Proceeds from notes receivable
|
—
|
|
|
—
|
|
|
|
—
|
|
|
595
|
|
||||
Net cash provided by (used in) investing activities
|
16,913
|
|
|
(251
|
)
|
|
|
6,544
|
|
|
(19,403
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||||||
Repayments of long-term debt
|
(2,500
|
)
|
|
—
|
|
|
|
(313,424
|
)
|
|
(1,575
|
)
|
||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
|
250,000
|
|
|
305,550
|
|
||||
Proceeds from stock rights offering
|
—
|
|
|
—
|
|
|
|
109,082
|
|
|
—
|
|
||||
Restricted cash
|
20,707
|
|
|
(15
|
)
|
|
|
(24,692
|
)
|
|
—
|
|
||||
Proceeds from borrowings on revolving credit facility
|
—
|
|
|
—
|
|
|
|
—
|
|
|
130,000
|
|
||||
Repayments on revolving credit facility
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(200,000
|
)
|
||||
Payment of deferred financing costs
|
(350
|
)
|
|
—
|
|
|
|
(2,040
|
)
|
|
(11,461
|
)
|
||||
Repurchases of common stock
|
(697
|
)
|
|
—
|
|
|
|
(167
|
)
|
|
(362
|
)
|
||||
Excess tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(3,423
|
)
|
||||
Net cash provided by (used in) financing activities
|
17,160
|
|
|
(15
|
)
|
|
|
18,759
|
|
|
218,729
|
|
||||
Effect of changes in exchange rates on cash
|
(146
|
)
|
|
—
|
|
|
|
(20
|
)
|
|
110
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(17,440
|
)
|
|
(683
|
)
|
|
|
(113,166
|
)
|
|
177,050
|
|
||||
Cash and cash equivalents, beginning of period
|
90,505
|
|
|
91,188
|
|
|
|
204,354
|
|
|
27,304
|
|
||||
Cash and cash equivalents, end of period
|
$
|
73,065
|
|
|
$
|
90,505
|
|
|
|
$
|
91,188
|
|
|
$
|
204,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
COMMON STOCKHOLDERS
|
|
Total
|
|||||||||||||||||||
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
(Deficit)
|
|
|||||||||||||||
Number of
Shares
|
|
Amount
at par
|
|
|||||||||||||||||||
BALANCE AT DECEMBER 31, 2014 (Predecessor)
|
153,557
|
|
|
$
|
15,356
|
|
|
$
|
960,647
|
|
|
$
|
(37,280
|
)
|
|
$
|
119,340
|
|
|
$
|
1,058,063
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,460
|
)
|
|
—
|
|
|
(6,460
|
)
|
|||||
Common stock purchases
|
(240
|
)
|
|
(24
|
)
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|||||
Share-based compensation
|
4,226
|
|
|
422
|
|
|
9,751
|
|
|
—
|
|
|
—
|
|
|
10,173
|
|
|||||
Tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
(3,423
|
)
|
|
—
|
|
|
—
|
|
|
(3,423
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(917,701
|
)
|
|
(917,701
|
)
|
|||||
BALANCE AT DECEMBER 31, 2015 (Predecessor)
|
157,543
|
|
|
15,754
|
|
|
966,637
|
|
|
(43,740
|
)
|
|
(798,361
|
)
|
|
140,290
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,346
|
|
|
—
|
|
|
3,346
|
|
|||||
Common stock purchases
|
(569
|
)
|
|
(57
|
)
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||
Share-based compensation
|
3,579
|
|
|
358
|
|
|
5,382
|
|
|
—
|
|
|
—
|
|
|
5,740
|
|
|||||
Distributions to holders of Predecessor common stock
|
—
|
|
|
—
|
|
|
(17,463
|
)
|
|
—
|
|
|
—
|
|
|
(17,463
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,736
|
)
|
|
(131,736
|
)
|
|||||
BALANCE AT DECEMBER 15, 2016 (Predecessor)
|
160,553
|
|
|
16,055
|
|
|
954,436
|
|
|
(40,394
|
)
|
|
(930,097
|
)
|
|
—
|
|
|||||
Cancellation of Predecessor equity
|
(160,553
|
)
|
|
(16,055
|
)
|
|
(954,436
|
)
|
|
40,394
|
|
|
930,097
|
|
|
—
|
|
|||||
BALANCE AT DECEMBER 15, 2016 (Predecessor)
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares issued in rights offering
|
11,769
|
|
|
$
|
118
|
|
|
$
|
108,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,984
|
|
Shares withheld to satisfy tax withholding obligations
|
(8
|
)
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
|||||
Issuance of shares pursuant to the Plan
|
8,316
|
|
|
83
|
|
|
139,505
|
|
|
—
|
|
|
—
|
|
|
139,588
|
|
|||||
Issuance of warrants pursuant to the Plan
|
—
|
|
|
—
|
|
|
3,768
|
|
|
—
|
|
|
—
|
|
|
3,768
|
|
|||||
BALANCE AT DECEMBER 16, 2016 (Successor)
|
20,077
|
|
|
201
|
|
|
251,929
|
|
|
—
|
|
|
—
|
|
|
252,130
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
239
|
|
|||||
Share-based compensation
|
19
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,244
|
)
|
|
(10,244
|
)
|
|||||
BALANCE AT DECEMBER 31, 2016 (Successor)
|
20,096
|
|
|
201
|
|
|
252,421
|
|
|
239
|
|
|
(10,244
|
)
|
|
242,617
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
(239
|
)
|
|||||
Common stock purchases
|
(56
|
)
|
|
(1
|
)
|
|
(696
|
)
|
|
—
|
|
|
—
|
|
|
(697
|
)
|
|||||
Share-based compensation
|
177
|
|
|
2
|
|
|
7,589
|
|
|
—
|
|
|
—
|
|
|
7,591
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,589
|
)
|
|
(120,589
|
)
|
|||||
BALANCE AT DECEMBER 31, 2017 (Successor)
|
20,217
|
|
|
$
|
202
|
|
|
$
|
259,314
|
|
|
$
|
—
|
|
|
$
|
(130,833
|
)
|
|
$
|
128,683
|
|
•
|
Evidence of an arrangement exists when a final understanding between us and our customer has occurred, and can be evidenced by a completed customer purchase order, field ticket, supplier contract, or master service agreement.
|
•
|
Delivery has occurred or services have been rendered when we have completed requirements pursuant to the terms of the arrangement as evidenced by a field ticket or service log.
|
•
|
The price to the customer is fixed and determinable when the amount that is required to be paid is agreed upon. The price being fixed and determinable is evidenced by contractual terms, our price book, a completed customer purchase order, or a field ticket.
|
•
|
Collectability is reasonably assured when we screen our customers and provide goods and services according to determined credit terms that have been granted in accordance with our credit policy.
|
Description
|
Years
|
Well service rigs and components
|
3-15
|
Oilfield trucks, vehicles and related equipment
|
4-7
|
Fishing and rental tools, coiled tubing units and equipment, tubulars and pressure control equipment
|
3-10
|
Disposal wells
|
15
|
Furniture and equipment
|
3-7
|
Buildings and improvements
|
15-30
|
•
|
Reincorporated the Successor Company in the state of Delaware and adopted an amended and restated certificate of incorporation and bylaws;
|
•
|
Appointed new members to the Successor Company’s board of directors to replace directors of the Predecessor Company;
|
•
|
Issued to the Predecessor Company’s former stockholders, in exchange for the cancellation and discharge of the Predecessor Company’s common stock:
|
◦
|
815,887
shares of the Successor Company’s common stock;
|
◦
|
919,004
warrants to expire on December 15, 2020, and
919,004
warrants to expire on December 15, 2021, each exercisable for one share of the Successor Company’s common stock;
|
•
|
Issued to former holders of the Predecessor Company’s 6.75% senior notes, in exchange for the cancellation and discharge of such notes,
7,500,000
shares of the Successor Company’s common stock;
|
•
|
Issued
11,769,014
shares of the Successor Company’s common stock to certain participants in rights offerings conducted pursuant to the Plan;
|
•
|
Issued to Soter Capital LLC (“Soter”) the sole share of the Successor Company’s Series A Preferred Stock, which confers certain rights to elect directors (but has no economic rights);
|
•
|
Entered into a new $80 million ABL Facility (which was increased to
$100 million
on February 3, 2017) and a $250 million Term Loan Facility upon termination of the Predecessor Company’s asset-based revolving credit facility and term loan facility;
|
•
|
Entered into a Registration Rights Agreement with certain stockholders of the Successor Company;
|
•
|
Adopted the 2016 Incentive Plan for officers, directors and employees of the Successor Company and its subsidiaries; and
|
•
|
Entered into a corporate advisory services agreement between the Successor Company and Platinum Equity Advisors, LLC (“Platinum”) pursuant to which Platinum will provide certain business advisory services to the Company.
|
Volatility
|
60.0% to 62.0%
|
Risk-free Interest Rate
|
1.86% to 2.10%
|
Time Until Expiration
|
4 years to 5 years
|
|
Predecessor Company
|
|
Reorganization Adjustments (A)
|
|
Fresh Start
Adjustments
|
|
Successor Company
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
38,751
|
|
|
$
|
52,437
|
|
B
|
$
|
—
|
|
|
$
|
91,188
|
|
Restricted cash
|
19,292
|
|
|
5,400
|
|
C
|
—
|
|
|
24,692
|
|
||||
Accounts receivable, net
|
72,560
|
|
|
(210
|
)
|
D
|
—
|
|
|
72,350
|
|
||||
Inventories
|
22,900
|
|
|
—
|
|
|
383
|
|
N
|
23,283
|
|
||||
Other current assets
|
27,648
|
|
|
(2,295
|
)
|
E
|
—
|
|
|
25,353
|
|
||||
Total current assets
|
181,151
|
|
|
55,332
|
|
|
383
|
|
|
236,866
|
|
||||
Property and equipment, gross
|
2,235,828
|
|
|
—
|
|
|
(1,827,392
|
)
|
O
|
408,436
|
|
||||
Accumulated depreciation
|
(1,523,585
|
)
|
|
—
|
|
|
1,523,585
|
|
O
|
—
|
|
||||
Property and equipment, net
|
712,243
|
|
|
—
|
|
|
(303,807
|
)
|
|
408,436
|
|
||||
Other intangible assets, net
|
3,596
|
|
|
—
|
|
|
(3,076
|
)
|
P
|
520
|
|
||||
Other assets
|
17,428
|
|
|
—
|
|
|
369
|
|
Q
|
17,797
|
|
||||
TOTAL ASSETS
|
$
|
914,418
|
|
|
$
|
55,332
|
|
|
$
|
(306,131
|
)
|
|
$
|
663,619
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
12,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,338
|
|
Other current liabilities
|
99,524
|
|
|
(1,032
|
)
|
F
|
(264
|
)
|
R
|
98,228
|
|
||||
Current portion of long-term debt
|
(3,099
|
)
|
|
5,599
|
|
G
|
—
|
|
|
2,500
|
|
||||
Total current liabilities
|
108,763
|
|
|
4,567
|
|
|
(264
|
)
|
|
113,066
|
|
||||
Long-term debt
|
—
|
|
|
245,460
|
|
H
|
—
|
|
|
245,460
|
|
||||
Workers’ compensation, vehicular and health insurance liabilities
|
23,126
|
|
|
—
|
|
|
—
|
|
|
23,126
|
|
||||
Deferred tax liabilities
|
35
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||
Other non-current liabilities
|
35,754
|
|
|
332
|
|
I
|
(6,284
|
)
|
S
|
29,802
|
|
||||
Liabilities subject to compromise
|
996,527
|
|
|
(996,527
|
)
|
J
|
—
|
|
|
—
|
|
||||
Equity:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
16,055
|
|
|
(15,854
|
)
|
K
|
—
|
|
|
201
|
|
||||
Additional paid-in capital
|
969,915
|
|
|
252,516
|
|
L
|
(970,502
|
)
|
T
|
251,929
|
|
||||
Accumulated other comprehensive loss
|
(40,394
|
)
|
|
—
|
|
|
40,394
|
|
T
|
—
|
|
||||
Retained earnings (deficit)
|
(1,195,363
|
)
|
|
564,838
|
|
M
|
630,525
|
|
T
|
—
|
|
||||
Total equity
|
(249,787
|
)
|
|
801,500
|
|
|
(299,583
|
)
|
|
252,130
|
|
||||
TOTAL LIABILITIES AND EQUITY
|
$
|
914,418
|
|
|
$
|
55,332
|
|
|
$
|
(306,131
|
)
|
|
$
|
663,619
|
|
A.
|
Represents amounts recorded on the Effective Date for the implementation of the Plan, including the settlement of liabilities subject to compromise, issuance of new debt and repayment of old debt, reinstatement of contract rejection obligations, write-off of debt issuance costs, proceeds received from the rights offering, distributions of Successor common stock and the Warrants, the cancellation of the Predecessor common stock, and the cancellation of the Predecessor stock incentive plan.
|
B.
|
The Effective Date cash activity from the implementation of the Plan and the Rights Offering are as follows:
|
|
|||
|
Sources:
|
|
|||
|
|
Proceeds from Rights Offering
|
$
|
108,984
|
|
|
|
Overfunding of Rights Offering to be returned
|
98
|
|
|
|
|
Total Sources
|
$
|
109,082
|
|
|
Uses:
|
|
|||
|
|
Payment of Predecessor Term Loan Facility
|
$
|
(38,876
|
)
|
|
|
Payment of interest on Predecessor Term Loan Facility
|
(4,277
|
)
|
|
|
|
Payment of bank fees
|
(2,126
|
)
|
|
|
|
Transfer to restricted cash to fund professional fee escrow
|
(5,400
|
)
|
|
|
|
Payment of professional fees
|
(5,656
|
)
|
|
|
|
Payment of letters of credit fees and fronting fees of Predecessor ABL Facility
|
(260
|
)
|
|
|
|
Equity Holder Cash-Out Subscription
|
200
|
|
|
|
|
Payment to Equity Holders who chose to cash out
|
(200
|
)
|
|
|
|
Payment to non-qualified holders of the 2021 Notes
|
(25
|
)
|
|
|
|
Payment of contract rejection damage claim
|
(25
|
)
|
|
|
|
Total Uses
|
$
|
(56,645
|
)
|
|
|
Net sources of cash
|
$
|
52,437
|
|
F.
|
Decrease in accrued current liabilities consists of the following:
|
|
|||
|
Reinstate rejection damage and other claims from Liabilities Subject to Compromise (short-term)
|
$
|
2,677
|
|
|
|
Accrual for success fees incurred upon emergence
|
3,786
|
|
||
|
Over funding of Rights Offering to be returned
|
98
|
|
||
|
Payment of interest on Predecessor Term Loan Facility
|
(4,277
|
)
|
||
|
Payment of professional fees and the application of retainer balances
|
(3,056
|
)
|
||
|
Payment of letters of credit fees and fronting fees on the Predecessor ABL Facility
|
(260
|
)
|
||
|
Total
|
$
|
(1,032
|
)
|
G.
|
Elimination of debt issuance costs on Predecessor ABL Facility and record current portion of Term Loan Facility:
|
|
|||
|
Predecessor ABL Facility issuance costs
|
$
|
3,099
|
|
|
|
Current portion of Term Loan Facility
|
2,500
|
|
||
|
Total
|
$
|
5,599
|
|
H.
|
Represents Term Loan Facility, at fair value, net of deferred finance costs on ABL Facility:
|
|
|||
|
Long-term debt
|
$
|
250,000
|
|
|
|
Less: current portion
|
(2,500
|
)
|
||
|
Bank fees on the ABL Facility
|
(2,040
|
)
|
||
|
Total
|
$
|
245,460
|
|
I.
|
Reinstate rejection damage and other claims from Liabilities Subject to Compromise.
|
|
|||
|
|
|
|||
J.
|
Liabilities Subject to Compromise were settled as follows in accordance with the Plan:
|
|
|||
|
Write-off of Liabilities Subject to Compromise
|
$
|
996,527
|
|
|
|
Term Loan Facility
|
(250,000
|
)
|
||
|
Payment of Predecessor Term Loan Facility principal
|
(38,876
|
)
|
||
|
Contract rejection damage and other claims to be satisfied in cash (long and short-term)
|
(3,010
|
)
|
||
|
Payment of contract rejection damage claim
|
(25
|
)
|
||
|
Payment to non-qualified holders of the 2021 Notes
|
(25
|
)
|
||
|
Issuance of Successor common stock to satisfy 2021 Notes claims
|
(125,892
|
)
|
||
|
Gain due to settlement of Liabilities Subject to Compromise
|
$
|
578,699
|
|
M.
|
Reflects the cumulative impact of the reorganization adjustments discussed above:
|
|
|||
|
Reorganization items:
|
|
|||
|
Gain due to settlement of Liabilities Subject to Compromise
|
$
|
578,699
|
|
|
|
Success fees incurred upon emergence
|
(6,536
|
)
|
||
|
Write of deferred issuance costs of Predecessor ABL Facility
|
(3,099
|
)
|
||
|
Total
|
$
|
569,064
|
|
|
|
|
|
|||
|
Other:
|
|
|||
|
Elimination of Predecessor D&O prepaid insurance
|
$
|
(2,203
|
)
|
|
|
Bank fees and charges
|
(27
|
)
|
||
|
Compensation expense related to acceleration of Predecessor restricted stock awards
|
(1,996
|
)
|
||
|
Total
|
$
|
(4,226
|
)
|
|
|
|
|
|||
|
Net cumulative impact of the reorganization adjustments
|
$
|
564,838
|
|
|
|
|
|
|||
N.
|
A fresh start adjustment to increase the net book value of inventories to their estimated fair value, based upon current replacement costs.
|
||||
|
2021 Notes
|
$
|
675,000
|
|
2021 Notes Interest
|
29,616
|
|
|
Predecessor Term Loan Facility
|
288,876
|
|
|
Severance
|
1,980
|
|
|
Lease and claim rejections
|
1,055
|
|
|
Total
|
$
|
996,527
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
Year Ended December 31, 2017
|
|
|
Period from January 1, 2016 through December 15, 2016
|
||||
(Gain) on debt discharge
|
$
|
—
|
|
|
|
$
|
(578,699
|
)
|
Settlement/Rejection damages
|
—
|
|
|
|
(770
|
)
|
||
Fresh-start asset revaluation (gain) loss, net
|
10
|
|
|
|
299,583
|
|
||
Professional fees
|
1,491
|
|
|
|
15,156
|
|
||
Write-off of deferred financing costs, debt premiums and debt discounts
|
—
|
|
|
|
19,159
|
|
||
Total reorganization items, net
|
$
|
1,501
|
|
|
|
$
|
(245,571
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Other current assets:
|
|
|
|
||||
Prepaid current assets
|
$
|
9,598
|
|
|
$
|
10,291
|
|
Reinsurance receivable
|
7,328
|
|
|
7,922
|
|
||
Current assets held for sale
|
—
|
|
|
3,667
|
|
||
Other
|
2,551
|
|
|
3,882
|
|
||
Total
|
$
|
19,477
|
|
|
$
|
25,762
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Other non-current assets:
|
|
|
|
||||
Reinsurance receivable
|
$
|
7,768
|
|
|
$
|
8,393
|
|
Deposits
|
1,246
|
|
|
8,292
|
|
||
Equity method investments
|
—
|
|
|
560
|
|
||
Non-current assets held for sale
|
—
|
|
|
360
|
|
||
Other
|
5,528
|
|
|
135
|
|
||
Total
|
$
|
14,542
|
|
|
$
|
17,740
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Other current liabilities:
|
|
|
|
||||
Accrued payroll, taxes and employee benefits
|
$
|
19,874
|
|
|
$
|
23,224
|
|
Accrued operating expenditures
|
11,644
|
|
|
16,669
|
|
||
Income, sales, use and other taxes
|
12,151
|
|
|
10,748
|
|
||
Self-insurance reserves
|
26,761
|
|
|
35,484
|
|
||
Accrued interest
|
6,605
|
|
|
1,419
|
|
||
Accrued insurance premiums
|
4,077
|
|
|
2,347
|
|
||
Unsettled legal claims
|
4,747
|
|
|
5,398
|
|
||
Accrued severance
|
250
|
|
|
2,219
|
|
||
Current liabilities held for sale
|
—
|
|
|
371
|
|
||
Other
|
1,470
|
|
|
6,059
|
|
||
Total
|
$
|
87,579
|
|
|
$
|
103,938
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Other non-current liabilities:
|
|
|
|
||||
Deferred tax liabilities
|
$
|
—
|
|
|
$
|
35
|
|
Asset retirement obligations
|
8,931
|
|
|
9,035
|
|
||
Environmental liabilities
|
1,977
|
|
|
3,446
|
|
||
Accrued sales, use and other taxes
|
17,142
|
|
|
16,735
|
|
||
Other
|
116
|
|
|
528
|
|
||
Total
|
$
|
28,166
|
|
|
$
|
29,779
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Interest income
|
$
|
(711
|
)
|
|
$
|
(20
|
)
|
|
|
$
|
(407
|
)
|
|
$
|
(159
|
)
|
Foreign exchange loss
|
(33
|
)
|
|
17
|
|
|
|
1,005
|
|
|
4,153
|
|
||||
Allowance for collectability of notes receivable
|
—
|
|
|
—
|
|
|
|
—
|
|
|
7,705
|
|
||||
Other, net
|
(6,443
|
)
|
|
35
|
|
|
|
(3,041
|
)
|
|
(2,305
|
)
|
||||
Total
|
$
|
(7,187
|
)
|
|
$
|
32
|
|
|
|
$
|
(2,443
|
)
|
|
$
|
9,394
|
|
|
|
|
|
|
|
|||||||||
|
Balance at
Beginning
of Period
|
|
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
|||||||
Successor:
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2017
|
$
|
168
|
|
|
$
|
1,420
|
|
|
$
|
(713
|
)
|
|
875
|
|
As of December 31, 2016
|
—
|
|
|
168
|
|
|
—
|
|
|
168
|
|
|||
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Predecessor:
|
|
|
|
|
|
|
|
|||||||
As of December 15, 2016
|
20,915
|
|
|
2,532
|
|
|
(20,404
|
)
|
|
3,043
|
|
|||
As of December 31, 2015
|
2,925
|
|
|
21,172
|
|
|
(3,182
|
)
|
|
20,915
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Major classes of property and equipment:
|
|
|
|
||||
Oilfield service equipment
|
$
|
260,396
|
|
|
$
|
267,648
|
|
Disposal wells
|
29,633
|
|
|
23,288
|
|
||
Motor vehicles
|
43,366
|
|
|
39,322
|
|
||
Furniture and equipment
|
5,456
|
|
|
8,835
|
|
||
Buildings and land
|
66,964
|
|
|
65,525
|
|
||
Work in progress
|
7,312
|
|
|
4,098
|
|
||
Gross property and equipment
|
413,127
|
|
|
408,716
|
|
||
Accumulated depreciation
|
(85,813
|
)
|
|
(3,565
|
)
|
||
Net property and equipment
|
$
|
327,314
|
|
|
$
|
405,151
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Gross carrying value
|
$
|
520
|
|
|
$
|
520
|
|
Accumulated amortization
|
(58
|
)
|
|
—
|
|
||
Net carrying value
|
$
|
462
|
|
|
$
|
520
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
|||||||||
Noncompete agreements
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
179
|
|
|
$
|
278
|
|
Patents and trademarks
|
58
|
|
|
—
|
|
|
|
40
|
|
|
40
|
|
||||
Customer relationships and contracts
|
—
|
|
|
—
|
|
|
|
1,239
|
|
|
3,430
|
|
||||
Developed technology
|
—
|
|
|
—
|
|
|
|
340
|
|
|
370
|
|
||||
Total intangible asset amortization expense
|
$
|
58
|
|
|
$
|
—
|
|
|
|
$
|
1,798
|
|
|
$
|
4,118
|
|
|
Weighted
average remaining
amortization
period (years)
|
|
Expected Amortization Expense
|
||||||||||||||||||
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|||||||||||||
Trademarks
|
8.0
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
Total expected intangible asset amortization expense
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Basic and diluted EPS Calculation:
|
|
|
|
|
|
|
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(120,589
|
)
|
|
$
|
(10,244
|
)
|
|
|
$
|
(131,736
|
)
|
|
$
|
(917,701
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
20,105
|
|
|
20,090
|
|
|
|
160,587
|
|
|
156,598
|
|
||||
Basic loss per share
|
$
|
(6.00
|
)
|
|
$
|
(0.51
|
)
|
|
|
$
|
(0.82
|
)
|
|
$
|
(5.86
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||
RSUs
|
1,778
|
|
|
667
|
|
|
|
93
|
|
|
47
|
|
Stock options
|
701
|
|
|
648
|
|
|
|
812
|
|
|
1,319
|
|
SARs
|
—
|
|
|
—
|
|
|
|
240
|
|
|
315
|
|
Warrants
|
1,838
|
|
|
1,838
|
|
|
|
—
|
|
|
—
|
|
Total
|
4,317
|
|
|
3,153
|
|
|
|
1,145
|
|
|
1,681
|
|
Predecessor
|
|
||
Balance at December 31, 2015
|
$
|
12,570
|
|
Additions
|
68
|
|
|
Costs incurred
|
(918
|
)
|
|
Accretion expense
|
570
|
|
|
Disposals
|
(400
|
)
|
|
Balance at December 15, 2016
|
11,890
|
|
|
|
|
||
|
|
||
Successor
|
|
||
Balance at December 15, 2016
|
9,035
|
|
|
Additions
|
—
|
|
|
Costs incurred
|
—
|
|
|
Accretion expense
|
34
|
|
|
Disposals
|
—
|
|
|
Balance at December 31, 2016
|
9,069
|
|
|
Additions
|
36
|
|
|
Costs incurred
|
(147
|
)
|
|
Accretion expense
|
221
|
|
|
Disposals
|
(248
|
)
|
|
Balance at December 31, 2017
|
$
|
8,931
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Current income tax (expense) benefit
|
$
|
1,667
|
|
|
$
|
—
|
|
|
|
$
|
(2,042
|
)
|
|
$
|
3,522
|
|
Deferred income tax (expense) benefit
|
35
|
|
|
—
|
|
|
|
(787
|
)
|
|
189,327
|
|
||||
Total income tax (expense) benefit
|
$
|
1,702
|
|
|
$
|
—
|
|
|
|
$
|
(2,829
|
)
|
|
$
|
192,849
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||
Income tax benefit computed at Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes
|
—
|
%
|
|
—
|
%
|
|
|
(9.1
|
)%
|
|
1.6
|
%
|
Meals and entertainment
|
(0.4
|
)%
|
|
—
|
%
|
|
|
(0.3
|
)%
|
|
(0.1
|
)%
|
Foreign rate difference
|
0.4
|
%
|
|
—
|
%
|
|
|
(0.3
|
)%
|
|
(1.3
|
)%
|
Non-deductible goodwill and asset impairments
|
—
|
%
|
|
—
|
%
|
|
|
(4.0
|
)%
|
|
(4.8
|
)%
|
Non-deductible bankruptcy costs
|
—
|
%
|
|
—
|
%
|
|
|
(15.7
|
)%
|
|
—
|
%
|
Non-taxable cancellation of debt income
|
—
|
%
|
|
—
|
%
|
|
|
154.6
|
%
|
|
—
|
%
|
Penalties and other non-deductible expenses
|
—
|
%
|
|
—
|
%
|
|
|
(2.3
|
)%
|
|
—
|
%
|
Sale of Mexico
|
—
|
%
|
|
—
|
%
|
|
|
16.5
|
%
|
|
—
|
%
|
Change in valuation allowance
|
(33.8
|
)%
|
|
(35.0
|
)%
|
|
|
(171.1
|
)%
|
|
(12.9
|
)%
|
Equity compensation
|
(1.0
|
)%
|
|
—
|
%
|
|
|
—
|
%
|
|
—
|
%
|
US tax reform - impact to deferred tax assets and liabilities
|
(67.4
|
)%
|
|
—
|
%
|
|
|
—
|
%
|
|
—
|
%
|
US tax reform - change in valuation allowance
|
67.4
|
%
|
|
—
|
%
|
|
|
—
|
%
|
|
—
|
%
|
Other
|
1.2
|
%
|
|
—
|
%
|
|
|
(5.5
|
)%
|
|
(0.1
|
)%
|
Effective income tax rate
|
1.4
|
%
|
|
—
|
%
|
|
|
(2.2
|
)%
|
|
17.4
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and tax credit carryforwards
|
$
|
103,251
|
|
|
$
|
99,636
|
|
Capital loss carryforwards
|
16,375
|
|
|
49,901
|
|
||
Foreign tax credit carryforward
|
17,095
|
|
|
18,587
|
|
||
Self-insurance reserves
|
8,734
|
|
|
12,576
|
|
||
Accrued liabilities
|
9,479
|
|
|
16,542
|
|
||
Share-based compensation
|
513
|
|
|
—
|
|
||
Intangible assets
|
52,146
|
|
|
93,453
|
|
||
Other
|
1,036
|
|
|
2,946
|
|
||
Total deferred tax assets
|
208,629
|
|
|
293,641
|
|
||
Valuation allowance for deferred tax assets
|
(175,577
|
)
|
|
(227,402
|
)
|
||
Net deferred tax assets
|
33,052
|
|
|
66,239
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(33,052
|
)
|
|
(64,609
|
)
|
||
Other
|
—
|
|
|
(1,665
|
)
|
||
Total deferred tax liabilities
|
(33,052
|
)
|
|
(66,274
|
)
|
||
Net deferred tax asset (liability), net of valuation allowance
|
$
|
—
|
|
|
$
|
(35
|
)
|
Predecessor:
|
|
||
Balance at January 1, 2015
|
$
|
1,449
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
Reductions as a result of a lapse of the applicable statute of limitations
|
(883
|
)
|
|
Settlements
|
—
|
|
|
Balance at December 31, 2015
|
566
|
|
|
Additions based on tax positions related to the current period
|
—
|
|
|
Reductions as a result of a lapse of the applicable statute of limitations
|
(206
|
)
|
|
Settlements
|
—
|
|
|
Balance at December 15, 2016
|
$
|
360
|
|
|
|
||
|
|
||
Successor:
|
|
||
Balance at December 15, 2016
|
$
|
360
|
|
Additions based on tax positions related to the current period
|
—
|
|
|
Reductions as a result of a lapse of the applicable statute of limitations
|
—
|
|
|
Settlements
|
—
|
|
|
Balance at December 31, 2016
|
$
|
360
|
|
Additions based on tax positions related to the current period
|
—
|
|
|
Reductions as a result of a lapse of the applicable statute of limitations
|
(252
|
)
|
|
Settlements
|
—
|
|
|
Balance at December 31, 2017
|
$
|
108
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Term Loan Facility due 2021
|
$
|
247,500
|
|
|
$
|
250,000
|
|
Debt issuance costs and unamortized premium (discount) on debt, net
|
(1,897
|
)
|
|
(2,023
|
)
|
||
Total
|
245,603
|
|
|
247,977
|
|
||
Less current portion
|
(2,500
|
)
|
|
(2,500
|
)
|
||
Long-term debt
|
$
|
243,103
|
|
|
$
|
245,477
|
|
|
Year Ended December 31, 2017
|
|
Term Loan Facility
|
11.45
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Cash payments
|
$
|
30,397
|
|
|
$
|
1,312
|
|
|
|
$
|
69,134
|
|
|
$
|
68,105
|
|
Commitment and agency fees paid
|
924
|
|
|
35
|
|
|
|
772
|
|
|
1,097
|
|
||||
Amortization of discount and premium on debt
|
—
|
|
|
—
|
|
|
|
1,086
|
|
|
547
|
|
||||
Amortization of deferred financing costs
|
476
|
|
|
17
|
|
|
|
3,328
|
|
|
3,277
|
|
||||
Write-off of deferred financing costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
821
|
|
||||
Net interest expense
|
$
|
31,797
|
|
|
$
|
1,364
|
|
|
|
$
|
74,320
|
|
|
$
|
73,847
|
|
Predecessor
|
|
||
Balance at December 31, 2015
|
$
|
18,098
|
|
Capitalized costs
|
—
|
|
|
Amortization
|
(3,328
|
)
|
|
Write-off
|
(14,770
|
)
|
|
Balance at December 15, 2016
|
—
|
|
|
|
|
||
|
|
||
Successor
|
|
||
Balance at December 15, 2016
|
2,040
|
|
|
Capitalized costs
|
—
|
|
|
Amortization
|
(17
|
)
|
|
Write-off
|
—
|
|
|
Balance at December 31, 2016
|
$
|
2,023
|
|
Capitalized costs
|
350
|
|
|
Amortization
|
(476
|
)
|
|
Balance at December 31, 2017
|
$
|
1,897
|
|
|
Lease Payments
|
||
2018
|
$
|
4,478
|
|
2019
|
3,380
|
|
|
2020
|
1,753
|
|
|
2021
|
1,503
|
|
|
2022
|
1,459
|
|
|
Thereafter
|
2,012
|
|
|
Total
|
$
|
14,585
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency translation income
|
$
|
—
|
|
|
$
|
239
|
|
Accumulated other comprehensive income
|
$
|
—
|
|
|
$
|
239
|
|
|
Year Ended December 31, 2017
|
|||||||||
|
Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Fair Value
|
|||||
Outstanding at beginning of period
|
648
|
|
|
$
|
33.67
|
|
|
$
|
10.53
|
|
Granted
|
53
|
|
|
$
|
40.63
|
|
|
$
|
12.14
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canceled or expired
|
(537
|
)
|
|
$
|
34.19
|
|
|
$
|
10.65
|
|
Outstanding at end of period
|
164
|
|
|
$
|
34.24
|
|
|
$
|
10.66
|
|
Exercisable at end of period
|
159
|
|
|
$
|
34.25
|
|
|
$
|
10.66
|
|
|
Year Ended December 31, 2017
|
|||||
|
Outstanding
|
|
Weighted Average
Issuance Price
|
|||
Shares at beginning of period
|
667
|
|
|
$
|
31.99
|
|
Granted
|
1,161
|
|
|
$
|
12.37
|
|
Vested
|
(197
|
)
|
|
$
|
31.44
|
|
Canceled
|
(519
|
)
|
|
$
|
31.36
|
|
Shares at end of period
|
1,112
|
|
|
$
|
11.90
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from December 16, 2016 through December 31, 2016
|
|
|
Period from January 1, 2016 through December 15, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for reorganization items
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
6,955
|
|
|
$
|
—
|
|
Cash paid for interest
|
30,397
|
|
|
1,312
|
|
|
|
69,134
|
|
|
68,048
|
|
||||
Cash paid for taxes
|
—
|
|
|
—
|
|
|
|
57
|
|
|
1,077
|
|
||||
Tax refunds
|
—
|
|
|
—
|
|
|
|
1,834
|
|
|
6,972
|
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support(2)
|
|
Reconciling
Eliminations
|
|
Total
|
||||||||||||||||
Revenues from external customers
|
$
|
248,830
|
|
|
$
|
80,726
|
|
|
$
|
41,866
|
|
|
$
|
59,172
|
|
|
$
|
5,571
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436,165
|
|
Depreciation and amortization
|
31,493
|
|
|
21,917
|
|
|
5,187
|
|
|
23,454
|
|
|
791
|
|
|
1,700
|
|
|
—
|
|
|
84,542
|
|
||||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
187
|
|
||||||||
Other operating expenses
|
220,957
|
|
|
78,341
|
|
|
35,048
|
|
|
28,212
|
|
|
9,586
|
|
|
75,472
|
|
|
—
|
|
|
447,616
|
|
||||||||
Operating income (loss)
|
(3,620
|
)
|
|
(19,532
|
)
|
|
1,631
|
|
|
7,506
|
|
|
(4,993
|
)
|
|
(77,172
|
)
|
|
—
|
|
|
(96,180
|
)
|
||||||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,501
|
|
|
—
|
|
|
1,501
|
|
||||||||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,797
|
|
|
—
|
|
|
31,797
|
|
||||||||
Income (loss) before taxes
|
(3,449
|
)
|
|
(19,537
|
)
|
|
1,643
|
|
|
7,748
|
|
|
(298
|
)
|
|
(108,398
|
)
|
|
—
|
|
|
(122,291
|
)
|
||||||||
Long-lived assets(1)
|
160,170
|
|
|
74,591
|
|
|
19,064
|
|
|
63,340
|
|
|
7
|
|
|
122,965
|
|
|
(97,819
|
)
|
|
342,318
|
|
||||||||
Total assets
|
287,856
|
|
|
(985
|
)
|
|
41,523
|
|
|
360,581
|
|
|
9,473
|
|
|
513,393
|
|
|
(682,720
|
)
|
|
529,121
|
|
||||||||
Capital expenditures
|
8,375
|
|
|
3,288
|
|
|
886
|
|
|
741
|
|
|
475
|
|
|
2,314
|
|
|
—
|
|
|
16,079
|
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support(2)
|
|
Reconciling
Eliminations
|
|
Total
|
||||||||||||||||
Revenues from external customers
|
$
|
8,549
|
|
|
$
|
3,208
|
|
|
$
|
1,392
|
|
|
$
|
3,389
|
|
|
$
|
1,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,830
|
|
Depreciation and amortization
|
1,129
|
|
|
987
|
|
|
202
|
|
|
1,158
|
|
|
16
|
|
|
82
|
|
|
—
|
|
|
3,574
|
|
||||||||
Other operating expenses
|
9,352
|
|
|
3,359
|
|
|
1,446
|
|
|
2,496
|
|
|
1,209
|
|
|
5,242
|
|
|
—
|
|
|
23,104
|
|
||||||||
Operating income (loss)
|
(1,932
|
)
|
|
(1,138
|
)
|
|
(256
|
)
|
|
(265
|
)
|
|
67
|
|
|
(5,324
|
)
|
|
—
|
|
|
(8,848
|
)
|
||||||||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
|
—
|
|
|
1,364
|
|
||||||||
Income (loss) before taxes
|
(1,932
|
)
|
|
(1,138
|
)
|
|
(256
|
)
|
|
(265
|
)
|
|
49
|
|
|
(6,702
|
)
|
|
—
|
|
|
(10,244
|
)
|
||||||||
Long-lived assets(1)
|
172,871
|
|
|
94,887
|
|
|
24,741
|
|
|
95,544
|
|
|
1,236
|
|
|
142,580
|
|
|
(108,448
|
)
|
|
423,411
|
|
||||||||
Total assets
|
1,348,587
|
|
|
226,503
|
|
|
106,609
|
|
|
462,163
|
|
|
62,971
|
|
|
(1,276,652
|
)
|
|
(272,200
|
)
|
|
657,981
|
|
||||||||
Capital expenditures
|
331
|
|
|
29
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
375
|
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support(2)
|
|
Reconciling
Eliminations
|
|
Total
|
||||||||||||||||
Revenues from external customers
|
$
|
222,877
|
|
|
$
|
76,008
|
|
|
$
|
30,569
|
|
|
$
|
55,790
|
|
|
$
|
14,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
399,423
|
|
Intersegment revenues
|
922
|
|
|
934
|
|
|
73
|
|
|
4,958
|
|
|
284
|
|
|
—
|
|
|
(7,171
|
)
|
|
—
|
|
||||||||
Depreciation and amortization
|
56,241
|
|
|
22,583
|
|
|
10,730
|
|
|
26,547
|
|
|
6,497
|
|
|
8,698
|
|
|
—
|
|
|
131,296
|
|
||||||||
Impairment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,646
|
|
|
—
|
|
|
—
|
|
|
44,646
|
|
||||||||
Other operating expenses
|
206,094
|
|
|
91,361
|
|
|
39,161
|
|
|
55,651
|
|
|
22,262
|
|
|
111,553
|
|
|
—
|
|
|
526,082
|
|
||||||||
Operating loss
|
(39,458
|
)
|
|
(37,936
|
)
|
|
(19,322
|
)
|
|
(26,408
|
)
|
|
(59,226
|
)
|
|
(120,251
|
)
|
|
—
|
|
|
(302,601
|
)
|
||||||||
Reorganization items, net
|
262,455
|
|
|
9,374
|
|
|
(52,094
|
)
|
|
76,918
|
|
|
377
|
|
|
(542,601
|
)
|
|
—
|
|
|
(245,571
|
)
|
||||||||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,320
|
|
|
—
|
|
|
74,320
|
|
||||||||
Income (loss) before taxes
|
(301,647
|
)
|
|
(48,014
|
)
|
|
32,891
|
|
|
(103,474
|
)
|
|
(59,773
|
)
|
|
351,110
|
|
|
—
|
|
|
(128,907
|
)
|
||||||||
Long-lived assets(1)
|
173,762
|
|
|
95,848
|
|
|
24,944
|
|
|
96,692
|
|
|
1,252
|
|
|
142,704
|
|
|
(108,449
|
)
|
|
426,753
|
|
||||||||
Total assets
|
1,350,566
|
|
|
227,749
|
|
|
106,760
|
|
|
462,759
|
|
|
62,520
|
|
|
(1,274,533
|
)
|
|
(272,199
|
)
|
|
663,622
|
|
||||||||
Capital expenditures
|
1,477
|
|
|
2,950
|
|
|
110
|
|
|
3,005
|
|
|
711
|
|
|
228
|
|
|
—
|
|
|
8,481
|
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support(2)
|
|
Reconciling
Eliminations
|
|
Total
|
||||||||||||||||
Revenues from external customers
|
$
|
377,131
|
|
|
$
|
153,153
|
|
|
$
|
89,823
|
|
|
$
|
121,883
|
|
|
$
|
50,336
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
792,326
|
|
Intersegment revenues
|
813
|
|
|
1,393
|
|
|
4
|
|
|
5,988
|
|
|
4,256
|
|
|
1,264
|
|
|
(13,718
|
)
|
|
—
|
|
||||||||
Depreciation and amortization
|
59,515
|
|
|
28,138
|
|
|
21,593
|
|
|
34,662
|
|
|
23,872
|
|
|
12,491
|
|
|
—
|
|
|
180,271
|
|
||||||||
Impairment expense
|
297,719
|
|
|
24,479
|
|
|
133,795
|
|
|
180,974
|
|
|
85,129
|
|
|
—
|
|
|
—
|
|
|
722,096
|
|
||||||||
Other operating expenses
|
327,836
|
|
|
144,020
|
|
|
89,603
|
|
|
103,659
|
|
|
123,871
|
|
|
128,279
|
|
|
—
|
|
|
917,268
|
|
||||||||
Operating loss
|
(307,939
|
)
|
|
(43,484
|
)
|
|
(155,168
|
)
|
|
(197,412
|
)
|
|
(182,536
|
)
|
|
(140,770
|
)
|
|
—
|
|
|
(1,027,309
|
)
|
||||||||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
73,790
|
|
|
—
|
|
|
73,847
|
|
||||||||
Loss before taxes
|
(307,899
|
)
|
|
(43,402
|
)
|
|
(155,154
|
)
|
|
(197,325
|
)
|
|
(185,306
|
)
|
|
(221,464
|
)
|
|
—
|
|
|
(1,110,550
|
)
|
||||||||
Long-lived assets(1)
|
492,906
|
|
|
133,553
|
|
|
54,156
|
|
|
129,204
|
|
|
48,538
|
|
|
186,211
|
|
|
(137,196
|
)
|
|
907,372
|
|
||||||||
Total assets
|
1,325,591
|
|
|
267,466
|
|
|
138,177
|
|
|
468,214
|
|
|
185,342
|
|
|
(643,226
|
)
|
|
(413,766
|
)
|
|
1,327,798
|
|
||||||||
Capital expenditures
|
14,356
|
|
|
6,509
|
|
|
4,621
|
|
|
8,581
|
|
|
2,881
|
|
|
3,860
|
|
|
—
|
|
|
40,808
|
|
(1)
|
Long-lived assets include: fixed assets, goodwill, intangibles and other assets.
|
(2)
|
Functional Support is geographically located in the United States.
|
|
Successor
|
||||||||||||||
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
101,452
|
|
|
$
|
107,780
|
|
|
$
|
110,653
|
|
|
$
|
116,280
|
|
Direct operating expenses
|
87,306
|
|
|
63,560
|
|
|
87,115
|
|
|
94,351
|
|
||||
Net loss
|
(46,859
|
)
|
|
(13,183
|
)
|
|
(38,220
|
)
|
|
(22,327
|
)
|
||||
Loss per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
(2.33
|
)
|
|
(0.66
|
)
|
|
(1.90
|
)
|
|
(1.11
|
)
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
|
Quarter Ended
|
|
Period from October 1, 2016 through December 15
|
|
|
Period from December 16, 2016 through December 31
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
|
|
||||||||||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
111,088
|
|
|
$
|
95,012
|
|
|
$
|
102,406
|
|
|
$
|
90,917
|
|
|
|
$
|
17,830
|
|
Direct operating expenses
|
90,598
|
|
|
89,419
|
|
|
96,071
|
|
|
86,737
|
|
|
|
16,603
|
|
|||||
Net income (loss)
|
(81,614
|
)
|
|
(92,802
|
)
|
|
(130,752
|
)
|
|
173,432
|
|
|
|
(10,244
|
)
|
|||||
Income (loss) per share(1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
(0.51
|
)
|
|
(0.58
|
)
|
|
(0.81
|
)
|
|
1.08
|
|
|
|
(0.51
|
)
|
(1)
|
Quarterly earnings per common share are based on the weighted average number of shares outstanding during the quarter, and the sum of the quarters may not equal annual earnings per common share.
|
|
Period from January 1, 2016 through December 15, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
387,291
|
|
|
$
|
15,121
|
|
|
$
|
(2,989
|
)
|
|
399,423
|
|
|
Direct operating expense
|
—
|
|
|
353,152
|
|
|
10,963
|
|
|
(1,290
|
)
|
|
362,825
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
129,364
|
|
|
1,932
|
|
|
—
|
|
|
131,296
|
|
|||||
General and administrative expense
|
1,225
|
|
|
155,097
|
|
|
8,601
|
|
|
(1,666
|
)
|
|
163,257
|
|
|||||
Impairment expense
|
—
|
|
|
44,646
|
|
|
—
|
|
|
—
|
|
|
44,646
|
|
|||||
Operating loss
|
(1,225
|
)
|
|
(294,968
|
)
|
|
(6,375
|
)
|
|
(33
|
)
|
|
(302,601
|
)
|
|||||
Reorganization items, net
|
(560,058
|
)
|
|
313,691
|
|
|
377
|
|
|
419
|
|
|
(245,571
|
)
|
|||||
Interest expense, net of amounts capitalized
|
74,320
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,320
|
|
|||||
Other (income) expense, net
|
9,337
|
|
|
(11,607
|
)
|
|
(553
|
)
|
|
380
|
|
|
(2,443
|
)
|
|||||
Income (loss) before income taxes
|
475,176
|
|
|
(597,052
|
)
|
|
(6,199
|
)
|
|
(832
|
)
|
|
(128,907
|
)
|
|||||
Income tax (expense) benefit
|
(6,484
|
)
|
|
15,095
|
|
|
(11,859
|
)
|
|
419
|
|
|
(2,829
|
)
|
|||||
Net income (loss)
|
$
|
468,692
|
|
|
$
|
(581,957
|
)
|
|
$
|
(18,058
|
)
|
|
$
|
(413
|
)
|
|
$
|
(131,736
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
751,923
|
|
|
$
|
52,567
|
|
|
$
|
(12,164
|
)
|
|
$
|
792,326
|
|
Direct operating expense
|
—
|
|
|
667,551
|
|
|
52,616
|
|
|
(5,530
|
)
|
|
714,637
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
170,574
|
|
|
9,697
|
|
|
—
|
|
|
180,271
|
|
|||||
General and administrative expense
|
803
|
|
|
193,241
|
|
|
15,197
|
|
|
(6,610
|
)
|
|
202,631
|
|
|||||
Impairment expense
|
—
|
|
|
643,250
|
|
|
78,846
|
|
|
—
|
|
|
722,096
|
|
|||||
Operating loss
|
(803
|
)
|
|
(922,693
|
)
|
|
(103,789
|
)
|
|
(24
|
)
|
|
(1,027,309
|
)
|
|||||
Interest expense, net of amounts capitalized
|
73,791
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
73,847
|
|
|||||
Other (income) expense, net
|
(2,318
|
)
|
|
10,278
|
|
|
1,325
|
|
|
109
|
|
|
9,394
|
|
|||||
Loss before income taxes
|
(72,276
|
)
|
|
(932,971
|
)
|
|
(105,170
|
)
|
|
(133
|
)
|
|
(1,110,550
|
)
|
|||||
Income tax (expense) benefit
|
234,142
|
|
|
(44,629
|
)
|
|
3,336
|
|
|
—
|
|
|
192,849
|
|
|||||
Net income (loss)
|
$
|
161,866
|
|
|
$
|
(977,600
|
)
|
|
$
|
(101,834
|
)
|
|
$
|
(133
|
)
|
|
$
|
(917,701
|
)
|
|
Period from January 1, 2016 through December 15, 2016
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(139,713
|
)
|
|
$
|
1,264
|
|
|
$
|
—
|
|
|
$
|
(138,449
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8,134
|
)
|
|
(347
|
)
|
|
—
|
|
|
(8,481
|
)
|
|||||
Intercompany notes and accounts
|
—
|
|
|
122,798
|
|
|
—
|
|
|
(122,798
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
15,025
|
|
|
—
|
|
|
—
|
|
|
15,025
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
129,689
|
|
|
(347
|
)
|
|
(122,798
|
)
|
|
6,544
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment of long-term debt
|
(313,424
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(313,424
|
)
|
|||||
Proceeds from long-term debt
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Proceeds from stock rights offering
|
109,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,082
|
|
|||||
Restricted cash
|
(24,692
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,692
|
)
|
|||||
Payment of deferred financing costs
|
(2,040
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,040
|
)
|
|||||
Intercompany notes and accounts
|
(122,798
|
)
|
|
—
|
|
|
—
|
|
|
122,798
|
|
|
—
|
|
|||||
Other financing activities, net
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(104,039
|
)
|
|
—
|
|
|
—
|
|
|
122,798
|
|
|
18,759
|
|
|||||
Effect of changes in exchange rates on cash
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(104,039
|
)
|
|
(10,024
|
)
|
|
897
|
|
|
—
|
|
|
(113,166
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
191,065
|
|
|
10,024
|
|
|
3,265
|
|
|
—
|
|
|
204,354
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
87,026
|
|
|
$
|
—
|
|
|
$
|
4,162
|
|
|
$
|
—
|
|
|
$
|
91,188
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Net cash used in operating activities
|
$
|
—
|
|
|
$
|
(19,878
|
)
|
|
$
|
(2,508
|
)
|
|
$
|
—
|
|
|
$
|
(22,386
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(39,566
|
)
|
|
(1,242
|
)
|
|
—
|
|
|
(40,808
|
)
|
|||||
Intercompany notes and accounts
|
—
|
|
|
47,613
|
|
|
—
|
|
|
(47,613
|
)
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
21,405
|
|
|
—
|
|
|
—
|
|
|
21,405
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
29,452
|
|
|
(1,242
|
)
|
|
(47,613
|
)
|
|
(19,403
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
(1,575
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,575
|
)
|
|||||
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 cost
|
(11,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,461
|
)
|
|||||
Repurchases of common stock
|
(362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|||||
Intercompany notes and accounts
|
(47,613
|
)
|
|
—
|
|
|
—
|
|
|
47,613
|
|
|
—
|
|
|||||
Other financing activities, net
|
(3,423
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,423
|
)
|
|||||
Net cash provided by financing activities
|
171,116
|
|
|
—
|
|
|
—
|
|
|
47,613
|
|
|
218,729
|
|
|||||
Effect of changes in exchange rates on cash
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
110
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
171,116
|
|
|
9,574
|
|
|
(3,640
|
)
|
|
—
|
|
|
177,050
|
|
|||||
Cash and cash equivalents at beginning of period
|
19,949
|
|
|
450
|
|
|
6,905
|
|
|
—
|
|
|
27,304
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
191,065
|
|
|
$
|
10,024
|
|
|
$
|
3,265
|
|
|
$
|
—
|
|
|
$
|
204,354
|
|
•
|
an understanding of generally accepted accounting principles and financial statements;
|
•
|
an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
|
•
|
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and level of complexity of issues that can reasonably be expected to be raised by Key’s financial statements, or experience actively supervising one or more persons engaged in such activities;
|
•
|
an understanding of internal control over financial reporting; and
|
•
|
an understanding of audit committee functions.
|
•
|
appointing, evaluating, approving the services provided by and the compensation of, and assessing the independence of, our independent registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from such firm;
|
•
|
reviewing with the internal auditors and our independent registered public accounting firm the overall scope and plans for audits, and reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm our system of internal controls, financial and critical accounting practices and policies relating to risk assessment and risk management;
|
•
|
reviewing the effectiveness of our system for monitoring compliance with laws and regulations; and
|
•
|
preparing the Audit Committee Report required by SEC rules (which is included under the heading “
Report of the Audit Committee
” below).
|
•
|
reviewing and approving corporate goals and objectives relevant to the compensation of the CEO;
|
•
|
evaluating the CEO’s performance in light of corporate goals and objectives and determining and approving the CEO’s compensation level based on this evaluation;
|
•
|
reviewing and approving the compensation of senior executive officers other than the CEO;
|
•
|
reviewing and approving any incentive-compensation plans or equity-based plans;
|
•
|
approving any new equity compensation plan or any material change to an existing plan where stockholder approval has not been obtained;
|
•
|
in consultation with management, overseeing regulatory compliance with respect to compensation matters, including overseeing Key’s policies on structuring compensation programs to preserve tax deductibility;
|
•
|
making recommendations to the Board with respect to any severance or similar termination payments proposed to be made to any current or former senior executive officer or member of senior management of Key;
|
•
|
reviewing any potential conflicts of interest of our compensation consultant;
|
•
|
preparing an annual report of the compensation committee on executive compensation for inclusion in Key’s annual proxy statement or annual report in accordance with applicable SEC rules and regulations; and
|
•
|
reviewing and approving the Compensation Disclosure and Analysis for inclusion in Key’s annual proxy statement or annual report in accordance with applicable SEC rules and regulations.
|
•
|
identifying and recommending individuals to the Board for nomination as members of the Board and its committees, consistent with criteria approved by the Board;
|
•
|
developing and recommending to the Board corporate governance guidelines applicable to Key; and
|
•
|
overseeing the evaluation of the Board and management of Key.
|
•
|
Robert Drummond, President and Chief Executive Officer;
|
•
|
J. Marshall Dodson, our Senior Vice President, Chief Financial Officer and Treasurer;
|
•
|
David Brunnert, our Senior Vice President and Chief Operating Officer;
|
•
|
Scott P. Miller, our Senior Vice President, Operations Services & Chief Administrative Officer;
|
•
|
Katherine I. Hargis, our Senior Vice President, General Counsel and Secretary.
|
•
|
Attracting and retaining key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance and carrying out the goals and plans of Key;
|
•
|
Motivating management to enhance long-term stockholder value by aligning our executives’ interests with those of our stockholders;
|
•
|
Paying for performance by linking a substantial portion of management’s compensation to measurable performance, including specific financial and operating goals;
|
•
|
Evaluating and rating performance relative to the existing market conditions during the measurement period; and
|
•
|
Setting compensation and incentive levels that reflect competitive market practices.
|
|
|
Minimum Payout (% of base salary)
|
|
Target Payout (% of base salary)
|
|
Maximum Payout (% of base salary)
|
Participant
|
|
|
|
|||
Robert Drummond
|
0%
|
|
125%
|
|
151%
|
|
J. Marshall Dodson
|
0%
|
|
80%
|
|
97%
|
|
David Brunnert
|
0%
|
|
80%
|
|
97%
|
|
Scott P. Miller
|
0%
|
|
80%
|
|
97%
|
|
Katherine I. Hargis
|
0%
|
|
80%
|
|
97%
|
Performance Metric
|
Base Salary
|
|
Performance Metric Weighting
|
|
Original Target Bonus Opportunity
|
|
Revised Target Bonus Opportunity
|
|
Maximum Bonus Opportunity
|
|
Actual Bonus Paid(1)
|
||||||||||||
|
|
|
|
|
|||||||||||||||||||
First Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
375,000
|
|
|
80
|
%
|
|
$
|
60,000
|
|
|
$
|
30,000
|
|
|
$
|
37,800
|
|
|
$
|
29,100
|
|
Safety
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
3,750
|
|
|
$
|
3,750
|
|
|
$
|
1,819
|
|
|
Free Cash Flow
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
3,750
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
Total Bonus - First Performance Period
|
|
|
|
$
|
75,000
|
|
|
$
|
37,500
|
|
|
$
|
45,300
|
|
|
$
|
30,919
|
|
|||||
Second Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
375,000
|
|
|
80
|
%
|
|
$
|
60,000
|
|
|
$
|
30,000
|
|
|
$
|
37,800
|
|
|
$
|
17,943
|
|
Safety
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
3,750
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
3,750
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
Total Bonus - Second Performance Period
|
|
|
|
$
|
75,000
|
|
|
$
|
37,500
|
|
|
$
|
45,300
|
|
|
$
|
17,943
|
|
|||||
Third Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
375,000
|
|
|
80
|
%
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
75,600
|
|
|
$
|
58,200
|
|
Safety
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
—
|
|
|
Total Bonus - Third Performance Period
|
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
90,600
|
|
|
$
|
58,200
|
|
|||||
Fourth Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
375,000
|
|
|
80
|
%
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
75,600
|
|
|
$
|
58,200
|
|
Safety
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
375,000
|
|
|
10
|
%
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
7,500
|
|
|
$
|
—
|
|
|
Total Bonus - Fourth Performance Period
|
|
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
$
|
90,600
|
|
|
$
|
58,200
|
|
|||||
Total Bonus
|
|
|
|
|
|
$
|
300,000
|
|
|
$
|
225,000
|
|
|
$
|
271,800
|
|
|
$
|
165,262
|
|
Performance Metric
|
Base Salary
|
|
Performance Metric Weighting
|
|
Original Target Bonus Opportunity
|
|
Revised Target Bonus Opportunity
|
|
Maximum Bonus Opportunity
|
|
Actual Bonus Paid(1)
|
||||||||||||
|
|
|
|
|
|||||||||||||||||||
First Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
275,000
|
|
|
80
|
%
|
|
$
|
44,000
|
|
|
$
|
22,000
|
|
|
$
|
27,720
|
|
|
$
|
21,340
|
|
Safety
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
2,750
|
|
|
$
|
2,750
|
|
|
$
|
1,334
|
|
|
Free Cash Flow
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
2,750
|
|
|
$
|
2,750
|
|
|
$
|
—
|
|
|
Total Bonus - First Performance Period
|
|
|
|
$
|
55,000
|
|
|
$
|
27,500
|
|
|
$
|
33,220
|
|
|
$
|
22,674
|
|
|||||
Second Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
275,000
|
|
|
80
|
%
|
|
$
|
44,000
|
|
|
$
|
22,000
|
|
|
$
|
27,720
|
|
|
$
|
13,158
|
|
Safety
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
2,750
|
|
|
$
|
2,750
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
2,750
|
|
|
$
|
2,750
|
|
|
$
|
—
|
|
|
Total Bonus - Second Performance Period
|
|
|
|
$
|
55,000
|
|
|
$
|
27,500
|
|
|
$
|
33,220
|
|
|
$
|
13,158
|
|
|||||
Third Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
275,000
|
|
|
80
|
%
|
|
$
|
44,000
|
|
|
$
|
44,000
|
|
|
$
|
55,440
|
|
|
$
|
42,680
|
|
Safety
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
|
Total Bonus - Third Performance Period
|
|
|
|
$
|
55,000
|
|
|
$
|
55,000
|
|
|
$
|
66,440
|
|
|
$
|
42,680
|
|
|||||
Fourth Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
275,000
|
|
|
80
|
%
|
|
$
|
44,000
|
|
|
$
|
44,000
|
|
|
$
|
55,440
|
|
|
$
|
42,680
|
|
Safety
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
275,000
|
|
|
10
|
%
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
|
Total Bonus - Fourth Performance Period
|
|
|
|
$
|
55,000
|
|
|
$
|
55,000
|
|
|
$
|
66,440
|
|
|
$
|
42,680
|
|
|||||
Total Bonus
|
|
|
|
|
|
$
|
220,000
|
|
|
$
|
165,000
|
|
|
$
|
199,320
|
|
|
$
|
121,192
|
|
Performance Metric
|
Base Salary
|
|
Performance Metric Weighting
|
|
Original Target Bonus Opportunity
|
|
Revised Target Bonus Opportunity
|
|
Maximum Bonus Opportunity
|
|
Actual Bonus Paid(1)
|
||||||||||||
|
|
|
|
|
|||||||||||||||||||
First Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
300,000
|
|
|
80
|
%
|
|
$
|
48,000
|
|
|
$
|
24,000
|
|
|
$
|
30,240
|
|
|
$
|
23,280
|
|
Safety
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
1,455
|
|
|
Free Cash Flow
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
Total Bonus - First Performance Period
|
|
|
|
$
|
60,000
|
|
|
$
|
30,000
|
|
|
$
|
36,240
|
|
|
$
|
24,735
|
|
|||||
Second Performance Period (weighted 12.5%)
|
Adjusted EBITDA
|
$
|
300,000
|
|
|
80
|
%
|
|
$
|
48,000
|
|
|
$
|
24,000
|
|
|
$
|
30,240
|
|
|
$
|
14,355
|
|
Safety
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
Total Bonus - Second Performance Period
|
|
|
|
$
|
60,000
|
|
|
$
|
30,000
|
|
|
$
|
36,240
|
|
|
$
|
14,355
|
|
|||||
Third Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
300,000
|
|
|
80
|
%
|
|
$
|
48,000
|
|
|
$
|
48,000
|
|
|
$
|
60,480
|
|
|
$
|
46,560
|
|
Safety
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
Total Bonus - Third Performance Period
|
|
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
72,480
|
|
|
$
|
46,560
|
|
|||||
Fourth Performance Period (weighted 25%)
|
Adjusted EBITDA
|
$
|
300,000
|
|
|
80
|
%
|
|
$
|
48,000
|
|
|
$
|
48,000
|
|
|
$
|
60,480
|
|
|
$
|
46,560
|
|
Safety
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
Free Cash Flow
|
$
|
300,000
|
|
|
10
|
%
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
Total Bonus - Fourth Performance Period
|
|
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
72,480
|
|
|
$
|
46,560
|
|
|||||
Total Bonus
|
|
|
|
|
|
$
|
240,000
|
|
|
$
|
180,000
|
|
|
$
|
217,440
|
|
|
$
|
132,210
|
|
|
|
2017
|
||
Participant
|
|
Time-Based Restricted Stock Units Granted
|
|
Grant Value
(based on $11.82 stock price)
|
Robert Drummond
|
150,637
|
|
$1,780,529
|
|
J. Marshall Dodson
|
76,518
|
|
$904,442
|
|
David Brunnert
|
60,000
|
|
$709,200
|
|
Scott P. Miller
|
35,544
|
|
$420,130
|
|
Katherine I. Hargis
|
32,500
|
|
$384,150
|
|
|
2017
|
||
Participant
|
|
Performance-Based Restricted Stock Units Granted
|
|
Grant Value
(based on $11.82 stock price)
|
Robert Drummond
|
150,637
|
$1,780,529
|
||
J. Marshall Dodson
|
76,518
|
$904,442
|
||
David Brunnert
|
60,000
|
$709,200
|
||
Scott P. Miller
|
35,544
|
$420,130
|
||
Katherine I. Hargis
|
32,500
|
$384,150
|
•
|
the individual’s role and responsibilities, performance, tenure, and experience;
|
•
|
our overall performance;
|
•
|
individual compensation as compared to our peers;
|
•
|
the individual’s historical compensation, equity holdings, realized gains on past equity grants; and
|
•
|
comparisons to other executive officers of our Company.
|
•
|
Review the total direct compensation (base salary, annual incentives, and long-term incentives) for the NEOs;
|
•
|
Assess the competitiveness of executive compensation, based on revenue size, asset size, enterprise value and market capitalization, as compared to the peer group and published survey companies in the energy services industry; and
|
•
|
Provide conclusions and recommend considerations for total direct compensation.
|
•
|
maintain the practice of generally aligning targeted total cash opportunity at the median, but paying above market only when performance warrants;
|
•
|
use of restricted stock units and performance units for the senior executive team to continue alignment of executive and stockholder interests with 50% of the NEO’s long-term incentive award vesting only when performance metrics are met;
|
•
|
consider no base salary increases;
|
•
|
assess the market 50
th
percentile for long-term incentive awards, but give consideration to the total stockholder return, as well as share usage and retention concerns.
|
•
|
performance incentives with both financial and operational metrics that are not completely based on arithmetic formulas, but also incorporate the exercise of negative and positive discretion and judgment;
|
•
|
long-term incentives that are principally based on the retention and motivation of employees through a combination of long-term incentive vehicles;
|
•
|
different types of equity awards, including performance-based awards, to mitigate risk that our executive officers will take actions that are detrimental to or not in the best interest of our stockholders;
|
•
|
regularly benchmarking our current compensation practices, policies and pay levels with our peer group;
|
•
|
aligning with the market mid-point for targeted total direct compensation, such that management interests are aligned with stockholder interests while rewarding for exceptional performance in comparison with its peer group;
|
•
|
capping the maximum amounts that may be earned under our incentive compensation plans;
|
•
|
granting equity awards annually, with appropriate vesting periods, to encourage consistent behavior and reward long-term, sustained performance; and
|
•
|
ensuring that our executive compensation programs are overseen by a committee of independent directors, who are advised by an external compensation consultant.
|
•
|
retirement, health and welfare benefits;
|
•
|
limited perquisites;
|
•
|
discretionary bonuses; and
|
•
|
certain post-termination payments.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)(1)
|
|
Stock Awards ($)(2)
|
|
Option Awards ($)(2)
|
|
Non-equity Incentive Plan Compensation ($)(3)
|
|
All Other Compensation ($)(4)
|
|
Total
|
||||||||||||||
Robert Drummond
|
|
2017
|
|
$
|
750,000
|
|
|
$
|
766,000
|
|
|
$
|
3,561,059
|
|
|
$
|
—
|
|
|
$
|
505,795
|
|
|
$
|
6,916
|
|
|
$
|
5,589,770
|
|
Chief Executive Officer
|
2016
|
|
$
|
683,654
|
|
|
$
|
1,000,000
|
|
|
$
|
6,804,358
|
|
|
$
|
2,114,929
|
|
|
$
|
632,419
|
|
|
$
|
15,299
|
|
|
$
|
11,250,659
|
|
|
|
|
2015
|
|
$
|
293,269
|
|
|
$
|
59,063
|
|
|
$
|
2,000,001
|
|
|
$
|
—
|
|
|
$
|
140,937
|
|
|
$
|
208
|
|
|
$
|
2,493,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
J. Marshall Dodson
|
|
2017
|
|
$
|
375,000
|
|
|
$
|
283,333
|
|
|
$
|
1,808,886
|
|
|
$
|
—
|
|
|
$
|
165,262
|
|
|
$
|
13,420
|
|
|
$
|
2,645,901
|
|
Chief Financial Officer
|
2016
|
|
$
|
359,351
|
|
|
$
|
141,667
|
|
|
$
|
3,464,858
|
|
|
$
|
1,074,313
|
|
|
$
|
202,350
|
|
|
$
|
11,002
|
|
|
$
|
5,253,541
|
|
|
|
|
2015
|
|
$
|
352,788
|
|
|
$
|
31,500
|
|
|
$
|
731,250
|
|
|
$
|
—
|
|
|
$
|
93,500
|
|
|
$
|
10,238
|
|
|
$
|
1,219,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
David Brunnert
|
|
2017
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
1,418,400
|
|
|
$
|
—
|
|
|
$
|
154,244
|
|
|
$
|
624
|
|
|
$
|
1,923,268
|
|
Chief Operating Officer
|
2016
|
|
$
|
24,231
|
|
|
$
|
—
|
|
|
$
|
2,021,384
|
|
|
$
|
665,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,710,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Scott P. Miller
|
|
2017
|
|
$
|
275,000
|
|
|
$
|
100,000
|
|
|
$
|
840,260
|
|
|
$
|
—
|
|
|
$
|
121,192
|
|
|
$
|
486
|
|
|
$
|
1,336,938
|
|
Chief Administrative Officer
|
2016
|
|
$
|
266,233
|
|
|
$
|
50,000
|
|
|
$
|
1,587,870
|
|
|
$
|
499,038
|
|
|
$
|
148,390
|
|
|
$
|
486
|
|
|
$
|
2,552,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Katherine I. Hargis
|
|
2017
|
|
$
|
276,442
|
|
|
$
|
80,000
|
|
|
$
|
1,070,661
|
|
|
$
|
109,002
|
|
|
$
|
132,210
|
|
|
$
|
594
|
|
|
$
|
1,668,909
|
|
General Counsel
|
2016
|
|
$
|
266,437
|
|
|
$
|
40,000
|
|
|
$
|
537,878
|
|
|
$
|
166,332
|
|
|
$
|
115,493
|
|
|
$
|
594
|
|
|
$
|
1,126,734
|
|
(1)
|
Amounts for 2017 consists of payments received pursuant to cash retention awards granted on January 28, 2016 to our NEOs as follows:
|
|
|
2016
|
Participant
|
|
Cash Retention Awards
|
Robert Drummond
|
$766,000
|
|
J. Marshall Dodson
|
$425,000
|
|
Scott P. Miller
|
$150,000
|
|
Katherine I. Hargis
|
$120,000
|
(2)
|
The amounts in these columns represent the aggregate grant date fair value dollar amounts with respect to restricted stock, RSU, and option awards granted in each year under the 2014 Incentive Plan or 2016 Incentive Plan, as applicable, calculated on the respective grant date of each such award in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the expense amounts included in these columns are discussed in Note 21 in the notes to our consolidated financial statements included in Part II of this Form 10-K. Amounts for 2017 for Ms. Hargis include the value of options, performance-based RSUs and time-based RSUs, as applicable, granted on September 12, 2017 in connection with her promotion to Senior Vice President, General Counsel & Secretary. Amounts for each NEO include the value of Replacement Awards (granted 50% in the form of time-based RSUs vesting in three equal installments over a three-year period from the date of grant and 50% in the form of performance-based RSUs with a three-year performance period using an EBITDA performance metric) granted on December 31, 2017 in exchange for the forfeiture of all outstanding unvested equity awards, including time and performance-based options, performance-based stock units and time-based restricted stock units. The value of the portion of the Replacement Awards granted in the form of performance-based restricted stock units reflects performance at target, the probable outcome of the performance conditions underlying those awards as of the date of grant; however, the ultimate amount that may become earned, subject to achievement of the applicable performance conditions, by each of Messrs. Drummond, Dodson, Brunnert and Miller and Ms. Hargis is $3.6 million, $1.8 million, $1.4 million, $0.8 million and $0.8 million, respectively. Although the amounts in this table reflect the grant date value of all awards granted in the 2016 and 2017 year, the values do not reflect the cancellation and forfeiture of certain awards and thus, the amounts reflected in the table are over-stated. The forfeited awards for each of Messrs. Drummond, Dodson, Brunnert and Miller and Ms. Hargis had an aggregate
|
(3)
|
The amounts shown in this column consist of annual bonus payments made to the NEOs under each of the 2015 cash bonus incentive plan, the 2016 cash bonus incentive plan and the 2017 AIP.
|
(4)
|
A breakdown of the amounts shown in this column for 2017 for each of the NEOs is set forth in the table below.
|
(1)
|
Includes premiums paid by the Company on behalf of the NEO for life insurance, accidental death and disability or other insurance policy for which the officer (or his or her family) is the beneficiary.
|
(2)
|
Represents out-of-pocket medical expenses reimbursed to the NEO.
|
(3)
|
Includes amounts for imputed income with respect to life insurance and other benefits, including the Excess Group Life Policies.
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(4)
|
|
All Other Option Awards: Number of Securities Underlying Options (#)(3)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards ($)(2)
|
|||||||||||||
Name
|
Grant Date
|
|
Target ($)
|
Maximum Awards ($)
|
|
Threshold (#)
|
Target (#)
|
Maximum #
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Robert Drummond
|
—
|
|
|
937,500
|
|
1,132,500
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
12/31/2017
|
|
(3)
|
—
|
|
—
|
|
|
75,319
|
|
150,637
|
|
301,274
|
|
|
150,637
|
|
|
—
|
|
|
—
|
|
3,561,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
J. Marshall Dodson
|
—
|
|
|
300,000
|
|
363,750
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
12/31/2017
|
|
(3)
|
—
|
|
—
|
|
|
38,259
|
|
76,518
|
|
153,036
|
|
|
76,518
|
|
|
—
|
|
|
—
|
|
1,808,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
David Brunnert
|
—
|
|
|
280,000
|
|
339,500
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
12/31/2017
|
|
(3)
|
—
|
|
—
|
|
|
30,000
|
|
60,000
|
|
120,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
1,418,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Scott P. Miller
|
—
|
|
|
220,000
|
|
266,750
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
12/31/2017
|
|
(3)
|
—
|
|
—
|
|
|
17,772
|
|
35,544
|
|
71,088
|
|
|
35,544
|
|
|
—
|
|
|
—
|
|
840,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Katherine I. Hargis
|
—
|
|
|
240,000
|
|
291,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
—
|
|
|
9/12/2017
|
|
(4)
|
—
|
|
—
|
|
|
—
|
|
17,772
|
|
—
|
|
|
11,848
|
|
|
5,924
|
|
|
19.35
|
|
372,146
|
|
|
|
9/12/2017
|
|
(4)
|
—
|
|
—
|
|
|
—
|
|
5,924
|
|
—
|
|
|
—
|
|
|
5,924
|
|
|
47.94
|
|
39,217
|
|
|
12/31/2017
|
|
(3)
|
—
|
|
—
|
|
|
16,250
|
|
32,500
|
|
65,000
|
|
|
32,500
|
|
|
—
|
|
|
—
|
|
768,300
|
|
(1)
|
The columns represent the potential annual value of the payout for each NEO under the cash bonus incentive compensation component if the target or maximum goals were satisfied. For a detailed description of the cash bonus incentive plan, see the “
Cash Bonus Incentive Plan
” section under “
Compensation Discussion and Analysis
” above. Amounts actually paid for the 2017 year are reflected in the “Non-equity Incentive Plan Compensation” column of the “
Summary Compensation Table
” above.
|
(2)
|
These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718.
|
(3)
|
The Replacement Awards, which were granted on December 31, 2017, were approved by the compensation committee on November 29, 2017 for grant in December subject to the executive’s election to accept the Replacement Awards.
|
(4)
|
Includes 8,886 time-based RSUs, 8,886 performance-based RSUs, 8,886 time-based options and 8,886 performance-based options, which were forfeited in exchange for the December 31, 2017 grant of Replacement Awards. These forfeited awards had an aggregate grant date fair value of $308,522.
|
|
|
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)(2)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
|
|
Equity Incentive Plan Awards: Number of Unearned Performance Units That Have Not Vested
($)(2)
|
|
Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested
($)(1)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Robert Drummond
|
|
25,106
|
|
|
—
|
|
|
—
|
|
|
$
|
19.35
|
|
|
12/15/26
|
|
150,637
|
|
|
$
|
1,776,010
|
|
|
150,637
|
|
|
$
|
1,776,010
|
|
|
|
25,106
|
|
|
—
|
|
|
—
|
|
|
$
|
47.99
|
|
|
12/20/26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
J. Marshall Dodson
|
|
12,754
|
|
|
—
|
|
|
—
|
|
|
$
|
19.35
|
|
|
12/15/26
|
|
76,518
|
|
|
$
|
902,147
|
|
|
76,518
|
|
|
$
|
902,147
|
|
|
|
12,754
|
|
|
—
|
|
|
—
|
|
|
$
|
47.99
|
|
|
12/20/26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
David Brunnert
|
|
7,900
|
|
|
—
|
|
|
—
|
|
|
$
|
19.35
|
|
|
12/15/26
|
|
60,000
|
|
|
$
|
707,400
|
|
|
60,000
|
|
|
$
|
707,400
|
|
|
|
7,900
|
|
|
—
|
|
|
—
|
|
|
$
|
47.99
|
|
|
12/20/26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Scott P. Miller
|
|
5,924
|
|
|
—
|
|
|
—
|
|
|
$
|
19.35
|
|
|
12/15/26
|
|
35,544
|
|
|
$
|
419,064
|
|
|
35,544
|
|
|
$
|
419,064
|
|
|
|
5,924
|
|
|
—
|
|
|
—
|
|
|
$
|
47.99
|
|
|
12/20/26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Katherine I. Hargis
|
|
4,938
|
|
|
—
|
|
|
—
|
|
|
$
|
19.35
|
|
|
12/15/26
|
|
32,500
|
|
|
$
|
383,175
|
|
|
32,500
|
|
|
$
|
383,175
|
|
|
|
4,938
|
|
|
—
|
|
|
—
|
|
|
$
|
47.99
|
|
|
12/20/26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The market price of stock awards is determined by multiplying the number of shares by the closing price of the stock on the last trading day of the year. The closing price quoted on the NYSE on December 29, 2017 was $11.79.
|
(2)
|
Represents RSUs which vest in annual increments beginning on the one-year anniversary of the date of grant. Performance-based RSUs are shown assuming target performance. With respect to each NEO, the vesting applicable to each outstanding award as of December 31, 2017 (including performance-based RSUs, assuming target performance) is as follows:
|
Name
|
|
|
Number of Shares
|
|
Vesting Date
|
|
Robert Drummond
|
|
100,426
|
|
|
December 31, 2018
|
|
|
|
|
100,424
|
|
|
December 31, 2019
|
|
|
|
100,424
|
|
|
December 31, 2020
|
J. Marshall Dodson
|
|
51,012
|
|
|
December 31, 2018
|
|
|
|
|
51,012
|
|
|
December 31, 2019
|
|
|
|
51,012
|
|
|
December 31, 2020
|
David Brunnert
|
|
40,000
|
|
|
December 31, 2018
|
|
|
|
40,000
|
|
|
December 31, 2019
|
|
|
|
40,000
|
|
|
December 31, 2020
|
|
Scott P. Miller
|
|
23,696
|
|
|
December 31, 2018
|
|
|
|
|
23,696
|
|
|
December 31, 2019
|
|
|
|
23,696
|
|
|
December 31, 2020
|
Katherine I. Hargis
|
|
21,668
|
|
|
December 31, 2018
|
|
|
|
21,666
|
|
|
December 31, 2019
|
|
|
|
21,666
|
|
|
December 31, 2020
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)(1)
|
|
Value Realized on Vesting ($)(2)
|
|||||
Robert Drummond
|
—
|
|
|
—
|
|
|
50,214
|
|
|
$
|
599,304
|
|
|
J. Marshall Dodson
|
—
|
|
|
—
|
|
|
25,506
|
|
|
$
|
304,414
|
|
|
David Brunnert
|
—
|
|
|
—
|
|
|
15,798
|
|
|
$
|
188,549
|
|
|
Scott P. Miller
|
—
|
|
|
—
|
|
|
11,848
|
|
|
$
|
141,406
|
|
|
Katherine I. Hargis
|
—
|
|
|
—
|
|
|
9,874
|
|
|
$
|
117,846
|
|
(1)
|
Represents the number of shares of time-based RSUs and performance-based RSUs that vested during 2017. The Board determined at the time of grant to waive the performance criteria for the first tranche of performance-based RSUs vesting December 31, 2017.
|
(2)
|
The value realized on vesting of restricted stock was calculated as the number of shares acquired on vesting (including shares withheld for tax withholding purposes) multiplied by the market value of our common stock on each respective vesting date. Market value is determined in accordance with the terms of the applicable incentive plan under which the restricted stock was granted, and, in the table above, was either (i) the closing price of our common stock on the NYSE for vesting dates that were trading days or (ii) using the average of the closing price of a share of Common Stock on the immediately preceding trading day and the opening price of a share of Common Stock on the immediately following trading day for vesting dates that were on a weekend or holidays.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name
|
|
Non-Renewal(1)
|
|
For Cause or Voluntary Resignation(2)
|
|
Death(3)
|
|
Disability(4)
|
|
Without Cause or For Good Reason(5)
|
|
Change of Control (No Termination)(6)
|
|
Change of Control and Termination(7)
|
||||||||||||||
Robert Drummond
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash Severance
|
$
|
1,500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
1,500,000
|
|
|
$
|
—
|
|
|
$
|
5,062,500
|
|
|
RSU(8)
|
$
|
3,552,020
|
|
|
$
|
—
|
|
|
$
|
3,552,020
|
|
|
$
|
3,552,020
|
|
|
$
|
3,552,020
|
|
|
$
|
—
|
|
|
$
|
3,552,020
|
|
|
Health & Welfare(9)
|
$
|
88,224
|
|
|
$
|
—
|
|
|
$
|
88,224
|
|
|
$
|
88,224
|
|
|
$
|
88,224
|
|
|
$
|
—
|
|
|
$
|
88,224
|
|
|
Promotion Bonus(10)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
Total Benefit
|
$
|
5,140,244
|
|
|
$
|
—
|
|
|
$
|
3,640,244
|
|
|
$
|
4,390,244
|
|
|
$
|
5,140,244
|
|
|
$
|
—
|
|
|
$
|
9,452,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name
|
|
Non-Renewal(1)
|
|
For Cause or Voluntary Resignation(2)
|
|
Death(3)
|
|
Disability(4)
|
|
Without Cause or For Good Reason(5)
|
|
Change of Control (No Termination)(6)
|
|
Change of Control and Termination(7)
|
||||||||||||||
J. Marshall Dodson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash Severance
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
2,025,000
|
|
|
RSU(8)
|
$
|
1,804,294
|
|
|
$
|
—
|
|
|
$
|
1,804,294
|
|
|
$
|
1,804,294
|
|
|
$
|
1,804,294
|
|
|
$
|
—
|
|
|
$
|
1,804,294
|
|
|
Health & Welfare(9)
|
$
|
53,787
|
|
|
$
|
—
|
|
|
$
|
69,268
|
|
|
$
|
71,716
|
|
|
$
|
53,787
|
|
|
$
|
—
|
|
|
$
|
71,716
|
|
|
Total Benefit
|
$
|
2,608,081
|
|
|
$
|
—
|
|
|
$
|
1,873,562
|
|
|
$
|
2,251,010
|
|
|
$
|
2,608,081
|
|
|
$
|
—
|
|
|
$
|
3,901,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name
|
|
Non-Renewal(1)
|
|
For Cause or Voluntary Resignation(2)
|
|
Death(3)
|
|
Disability(4)
|
|
Without Cause or For Good Reason(5)
|
|
Change of Control (No Termination)(6)
|
|
Change of Control and Termination(7)
|
||||||||||||||
David Brunnert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash Severance
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
RSU(8)
|
$
|
1,414,800
|
|
|
$
|
—
|
|
|
$
|
1,414,800
|
|
|
$
|
1,414,800
|
|
|
$
|
1,414,800
|
|
|
$
|
—
|
|
|
$
|
1,414,800
|
|
|
Health & Welfare(9)
|
$
|
21,808
|
|
|
$
|
—
|
|
|
$
|
21,808
|
|
|
$
|
21,808
|
|
|
$
|
21,808
|
|
|
$
|
—
|
|
|
$
|
21,808
|
|
|
Total Benefit
|
$
|
1,786,608
|
|
|
$
|
—
|
|
|
$
|
1,786,608
|
|
|
$
|
1,786,608
|
|
|
$
|
1,786,608
|
|
|
$
|
—
|
|
|
$
|
1,786,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name
|
|
Non-Renewal(1)
|
|
For Cause or Voluntary Resignation(2)
|
|
Death(3)
|
|
Disability(4)
|
|
Without Cause or For Good Reason(5)
|
|
Change of Control (No Termination)(6)
|
|
Change of Control and Termination(7)
|
||||||||||||||
Scott P. Miller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash Severance
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
RSU(8)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
838,128
|
|
|||
Health & Welfare(9)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,808
|
|
|
Total Benefit
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
$
|
275,000
|
|
|
$
|
—
|
|
|
$
|
1,134,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name
|
|
Non-Renewal(1)
|
|
For Cause or Voluntary Resignation(2)
|
|
Death(3)
|
|
Disability(4)
|
|
Without Cause or For Good Reason(5)
|
|
Change of Control (No Termination)(6)
|
|
Change of Control and Termination(7)
|
||||||||||||||
Katherine I. Hargis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash Severance
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
300,000
|
|
|
RSU(8)
|
$
|
766,350
|
|
|
$
|
—
|
|
|
$
|
766,350
|
|
|
$
|
766,350
|
|
|
$
|
766,350
|
|
|
$
|
—
|
|
|
$
|
766,350
|
|
|
Health & Welfare(9)
|
$
|
23,225
|
|
|
$
|
—
|
|
|
$
|
23,225
|
|
|
$
|
23,225
|
|
|
$
|
23,225
|
|
|
$
|
—
|
|
|
$
|
23,225
|
|
|
Total Benefit
|
$
|
1,089,575
|
|
|
$
|
—
|
|
|
$
|
1,089,575
|
|
|
$
|
1,089,575
|
|
|
$
|
1,089,575
|
|
|
$
|
—
|
|
|
$
|
1,089,575
|
|
(1)
|
Represents compensation payable if Key does not renew the NEO’s employment agreement after the initial term or any extension of the agreement.
|
(2)
|
Represents compensation payable if Key terminates the NEO’s employment for “Cause” or the NEO otherwise resigns without “Good Reason” as defined in the respective employment agreements.
|
(3)
|
Represents compensation due to the NEO’s estate upon his or her death.
|
(4)
|
Represents compensation payable to the NEO upon termination following determination of NEO’s permanent disability.
|
(5)
|
Represents compensation due to the NEO if terminated by Key without “Cause” or for Messrs. Drummond and Dodson, if the NEO resigns for “Good Reason,” as each such term is defined in the respective employment and equity agreements.
|
(6)
|
Represents payments due to the NEO in connection with a “Change of Control” (as defined in the respective employment and equity agreements) in which the NEO is not terminated.
|
(7)
|
Represents payments due to the NEO if the NEO is terminated without “Cause” or for “Good Reason” in connection with a “Change of Control” (as such terms are defined in the respective employment and equity agreements).
|
(8)
|
Represents the value of accelerated vesting of RSUs determined by multiplying the number of awards vesting by $11.79, the closing price on December 29, 2017 (and for performance-based RSUs, assuming target performance).
|
(9)
|
Represents the value of health and welfare benefits at December 31, 2017 determined under each NEO’s employment agreement.
|
(10)
|
Represents the benefit of a promotion award for Mr. Drummond pursuant to the Revised Promotion Bonus Agreement by and between the Company and Mr. Drummond, dated April 6, 2016.
|
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($) (1)
|
|
|
Name
|
|
|
|
Total ($)
|
||
Scott D. Vogel
|
$125,000
|
|
$—
|
|
$125,000
|
|
Sherman K. Edmiston III
|
$135,000
|
|
$—
|
|
$135,000
|
|
H.H. Tripp Wommack, III
|
$145,000
|
|
$—
|
|
$145,000
|
|
Steven H. Pruett
|
$135,000
|
|
$—
|
|
$135,000
|
|
C. Christopher Gaut
|
$135,000
|
|
$—
|
|
$135,000
|
(1)
|
No grants were made to directors in 2017. In 2017, the compensation committee determined to grant the director’s annual equity awards relating to the 2017 calendar year on January 2, 2018. Due to SEC rules regarding timing of the disclosure of equity awards, the awards relating to the 2017 calendar year are not reflected within the table above. The January 2, 2018 grant to directors was made pursuant to the 2016 ECIP and consisted of 10,603 shares of RSUs granted to each non-employee director that will vest in four equal quarterly installments beginning March 31, 2018. Although the annual equity awards are based on a number of shares having a fair market value of $125,000 on the grant date of the award, because fractional shares are not granted, the amount of the award granted is slightly different than the target award amount. In addition, and as stated above, Mr. Gaut received an additional annual retainer for his service as Lead Director in the amount of 676 shares of restricted stock equal to $10,000. This award was granted to Mr. Gaut on February 1, 2018 and will vest in four equal quarterly installments beginning March 31, 2018. Because fractional shares are not granted, the amount of the award is slightly different than the target award amount. The January 2, 2018 and February 1, 2018 grants will be reflected within the Director Compensation table for the 2018 year.
|
•
|
The median of the annual total compensation of all employees of our Company (other than the CEO) was $56,999.82; and
|
•
|
The annual total compensation of our CEO, as reported in the 2017 Summary Compensation Table included above in Part III of this Form 10-K, was $5,589,770.
|
•
|
Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 98.07 to 1.
|
•
|
We determined that, as of December 1, 2017, our employee population consisted of approximately 3009 individuals with all of these individuals located in the United States (as reported in Part I, Item 1 of this Form 10-K). This population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers.
|
•
|
We identified our median employee by comparing the amount of salary or wages (including overtime pay) reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2017. We did not include the value of annual equity award grants as such awards are not widely distributed to our employees.
|
•
|
After we identified our median employee, we calculated the median employee’s annual total compensation using the same methodology that we used to determine our CEO’s total compensation for the 2017 Summary Compensation Table, resulting in annual total compensation of $57,105. The difference between our median employee’s salary, wages and overtime pay and the employee’s annual total compensation represents the estimated value of such employee’s health care benefits (estimated for the employee and such employee’s eligible dependents at $105) for the 2017 year).
|
(1)
|
Includes all shares with respect to which each director or executive officer directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares the power to vote or to direct voting of such shares and/or the power to dispose or to direct the disposition of such shares. Includes shares that may be purchased under stock options and/or warrants that are exercisable currently or within 60 days after
February 1, 2018.
|
(2)
|
An individual’s percentage ownership of common stock outstanding is based on
20,217,661
shares of our common stock outstanding as of
February 1, 2018
. Shares of common stock subject to stock options and warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of the percentage ownership of the person holding such securities but are not deemed outstanding for computing the percentage ownership of any other person.
|
(3)
|
Includes
2,651
unvested restricted stock units.
|
(4)
|
Includes
2,651
unvested restricted stock units.
|
(5)
|
Includes
2,651
unvested restricted stock units.
|
(6)
|
Includes
2,651
unvested restricted stock units.
|
(7)
|
Includes
2,820
unvested restricted stock units.
|
(8)
|
Includes
29,212
shares of common stock issuable upon the exercise of warrants and includes
50,212
shares of common stock issuable upon the exercise of options.
|
(9)
|
Includes
13,786
shares of common stock issuable upon the exercise of warrants and includes
25,508
shares of common stock issuable upon the exercise of options.
|
(10)
|
Includes
15,800
shares of common stock issuable upon the exercise of options.
|
(11)
|
Includes
3,632
shares of common stock issuable upon the exercise of warrants and includes
11,848
shares of common stock issuable upon the exercise of options.
|
(12)
|
Includes
1,852
shares of common stock issuable upon the exercise of warrants and includes
9,876
shares of common stock issuable upon the exercise of options.
|
|
Shares Beneficially Owned
|
||||
Name and Address of Beneficial Owner
|
Number
|
|
Percent
|
||
Soter Capital, LLC (1)
|
9,800,630
|
|
|
48.48
|
%
|
360 North Crescent Drive, South Building
|
|
|
|
||
Beverly Hills, CA 90210
|
|
|
|
||
|
|
|
|
||
Contrarian Funds (2)
|
2,376,935
|
|
|
11.76
|
%
|
411 West Putnam Avenue, Suite 425
|
|
|
|
||
Greenwich, CT 06830
|
|
|
|
||
|
|
|
|
||
Quantum Partners (3)
|
1,318,474
|
|
|
6.52
|
%
|
250 West 55th Street, 38th Floor
|
|
|
|
||
New York, NY 10019
|
|
|
|
||
|
|
|
|
||
Silver Point Funds (4)
|
1,223,496
|
|
|
6.05
|
%
|
Two Greenwich Plaza
|
|
|
|
||
Greenwich, CT 06830
|
|
|
|
||
|
|
|
|
||
Goldman Sachs Reporting Units (5)
|
1,038,308
|
|
|
5.14
|
%
|
200 West Street
|
|
|
|
||
New York, NY 10282
|
|
|
|
(1)
|
Number of shares beneficially owned is based solely on a Schedule 13D filed with the SEC on December 27, 2016 on behalf of each of: (i) Soter Capital, LLC, a Delaware limited liability company, (ii) Soter Capital Holdings, LLC, a Delaware limited liability company, (iii) PE Soter Holdings, LLC, a Delaware limited liability company, (iv) Platinum Equity Capital Soter Partners, L.P., a Delaware limited partnership, (v) Platinum Equity Partners III, LLC, a Delaware limited liability company, (vi) Platinum Equity Investment Holdings III, LLC, a Delaware limited liability company, (vii) Platinum Equity, LLC, a Delaware limited liability company and (viii) Tom Gores, an individual.
|
(2)
|
Number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC on December 27, 2016 on behalf of Contrarian Capital Management, L.L.C. and Contrarian Capital Fund I, L.P.
|
(3)
|
Includes 5,752 shares underlying warrants to purchase shares of Key common stock. Number of shares beneficially owned is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017 on behalf of Soros Fund Management LLC, George Soros and Robert Soros relating to shares held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership.
|
(4)
|
Number of shares beneficially owned is based solely on a Schedule 13G/A filed jointly with the SEC on February 14, 2017 by Silver Point Capital, L.P., Mr. Edward A. Mule and Mr. Robert J. O’Shea with respect to ownership of the common stock of the Company by Silver Point Capital Fund., L.P. and Silver Point Capital Offshore Master Fund.
|
(5)
|
Number of shares beneficially owned is based solely on a Schedule 13G filed jointly with the SEC on February 7, 2018 by the Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC relating to securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of the Goldman Sachs Group, Inc. and its subsidiaries and affiliates. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
2017
|
2016 (1)
|
||||
Audit fees
|
$
|
1,129,000
|
|
$
|
1,243,440
|
|
Audit-related fees
|
—
|
|
—
|
|
||
Tax fees
|
—
|
|
—
|
|
||
All other fees
|
—
|
|
—
|
|
||
Total
|
$
|
1,129,000
|
|
$
|
1,243,440
|
|
(1)
|
Includes estimated fees of $4,950 for the 2016 statutory audit of our Colombian branch, fees of $7,490 for the 2016 statutory audit of our Dubai subsidiary, and fees of $21,000 for the 2016 statutory audit of our Russian subsidiaries.
|
|
By the Audit Committee of the Board of Directors
|
|
|
|
H.H. Tripp Wommack, III, Chair
Steven H. Pruett
C. Christopher Gaut
Sherman K. Edmiston, III
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1.1
|
|
|
|
|
|
4.1.2
|
|
|
|
|
|
4.1.3
|
|
|
|
|
|
4.1.4
|
|
|
|
|
|
4.1.5
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.3.1
|
|
|
|
|
|
10.3.2
|
|
|
|
|
|
10.3.3
|
|
|
|
|
|
10.3.4
|
|
|
|
|
|
10.3.5
|
|
|
|
|
|
10.3.6
|
|
|
|
|
|
10.3.7
|
|
|
|
|
|
10.3.8
|
|
|
|
|
|
10.3.9
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.4.1†
|
|
|
|
|
|
10.4.2†
|
|
|
|
|
|
10.4.3†
|
|
|
|
|
|
10.4.4†
|
|
|
|
|
|
10.4.5†
|
|
|
|
|
|
10.4.6†
|
|
|
|
|
|
10.4.7†
|
|
|
|
|
|
10.4.8†
|
|
|
|
|
|
10.4.9†
|
|
|
|
|
|
10.4.10†
|
|
|
|
|
|
10.4.11†
|
|
|
|
|
|
10.4.12†
|
|
|
|
|
|
10.4.13†
|
|
|
|
|
By:
|
|
/s/ J. M
ARSHALL
D
ODSON
|
|
|
J. Marshall Dodson,
|
|
|
Senior Vice President and Chief Financial Officer
(As duly authorized officer and
Principal Financial Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ P
HILIP
N
ORMENT
|
|
Chairman
|
Philip Norment
|
|
|
|
|
|
/s/ R
OBERT
D
RUMMOND
|
|
Director
|
Robert Drummond
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
/s/ J. M
ARSHALL
D
ODSON
|
|
Senior Vice President and Chief Financial Officer
|
J. Marshall Dodson
|
|
(Principal Financial Officer)
|
|
|
|
/s/ E
DDIE
P
ICARD
|
|
Vice President and Controller
|
Eddie Picard
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ S
HERMAN
K. E
DMISTON,
III
|
|
Director
|
Sherman K. Edmiston, III
|
|
|
|
|
|
/s/ C. C
HRISTOPHER
G
AUT
|
|
Director
|
C. Christopher Gaut
|
|
|
|
|
|
/s/ B
RYAN
K
ELLN
|
|
Director
|
Bryan Kelln
|
|
|
|
|
|
/s/ J
ACOB
K
OTZUBEI
|
|
Director
|
Jacob Kotzubei
|
|
|
|
|
/s/ S
TEVEN
H. P
RUETT
|
|
Director
|
Steven H. Pruett
|
|
|
|
|
|
/s/ M
ARY
A
NN
S
IGLER
|
|
Director
|
Mary Ann Sigler
|
|
|
|
|
|
/s/ S
COTT
D. V
OGEL
|
|
Director
|
Scott D. Vogel
|
|
|
|
|
|
/s/ H.H. T
RIPP
W
OMMACK,
III
|
|
Director
|
H.H. Tripp Wommack, III
|
|
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