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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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Maryland
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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, $0.10 par value
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New York Stock Exchange
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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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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•
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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 finance future growth of our operations or future acquisitions;
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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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industry capacity;
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•
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increased labor costs or unavailability of skilled workers;
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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;
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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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the economic, political and social instability risks of doing business in certain foreign countries;
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•
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significant costs and potential liabilities resulting from compliance with investigations relating to the possible violations the U.S. Foreign Corruption Practices Act and other applicable laws;
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•
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our historically high employee turnover rate and our ability to replace or add workers;
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•
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our ability to incur debt or long-term lease obligations or to implement technological developments and enhancements;
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•
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significant costs and liabilities resulting from environmental, health and safety laws and regulations, including those relating to hydraulic fracturing;
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•
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severe weather impacts on our business;
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•
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our ability to successfully identify, make and integrate acquisitions;
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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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the impact of compliance with climate change legislation or initiatives;
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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;
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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 ability to receive shareholder approval at the 2016 annual meeting with respect to the reverse stock split proposal;
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•
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delisting of our common stock from trading on the NYSE;
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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 implement technological developments and enhancements;
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•
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our ability to execute our plans to withdraw from international markets outside North America;
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•
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our ability to achieve the benefits expected from acquisition and disposition transactions;
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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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whether we have sufficient liquidity;
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•
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the terms and conditions of any strategic transaction or alternative undertaken to restructure or refinance our indebtedness;
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•
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our ability to comply with covenants under our current credit facilities; and
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•
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other factors affecting our business described in “
Item 1A. Risk Factors
.”
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Horsepower
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|||||||
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< 450 HP
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≥ 450 HP
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Total
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|||
Marketed
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213
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260
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473
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Stacked
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301
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110
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411
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Total
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514
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370
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884
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Pipe Diameter
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|||||||
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< 2"
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≥ 2"
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Total
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Marketed
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17
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19
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36
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Stacked
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3
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12
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15
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Total
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20
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31
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51
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Marketed
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Stacked
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Total
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Truck Type
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Vacuum Trucks
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383
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251
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634
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Winch Trucks
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53
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48
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101
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Hot Oil Trucks
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86
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60
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146
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Kill Trucks
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89
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42
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131
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Other
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14
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13
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27
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Total
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625
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414
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1,039
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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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Arkansas
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1
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1
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2
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Louisiana
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3
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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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North Dakota
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1
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1
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2
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Texas
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29
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28
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57
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Total
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35
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39
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74
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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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•
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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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•
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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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•
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diminishing our ability to withstand successfully a downturn in our business or the economy generally;
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•
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placing us at a competitive disadvantage against less leveraged competitors; and
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•
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making us vulnerable to increases in interest rates, because certain of our debt has variable interest rates.
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•
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establish a classified board of directors, providing for three-year staggered terms of office for all members of our board of directors;
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•
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set limitations on the removal of directors;
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•
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enable our board of directors to set the number of directors and to fill vacancies on the board occurring between stockholder meetings; and
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•
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set limitations on who may call a special meeting of stockholders.
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•
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accidents resulting in serious bodily injury and the loss of life or property;
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•
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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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•
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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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increased governmental ownership and regulation of the economy in the markets in which we operate;
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•
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inflation and adverse economic conditions stemming from governmental attempts to reduce inflation, such as imposition of higher interest rates and wage and price controls;
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•
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economic and financial instability of national oil companies;
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•
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increased trade barriers, such as higher tariffs and taxes on imports of commodity products;
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•
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exposure to foreign currency exchange rates;
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•
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exchange controls or other currency restrictions;
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•
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war, civil unrest or significant political instability;
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•
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restrictions on repatriation of income or capital;
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•
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expropriation, confiscatory taxation, nationalization or other government actions with respect to our assets located in the markets where we operate;
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•
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governmental policies limiting investments by and returns to foreign investors;
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•
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labor unrest and strikes;
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•
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deprivation of contract rights; and
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•
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restrictive governmental regulation and bureaucratic delays.
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•
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negatively impact our results of operations;
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•
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restrict the movement of funds and equipment to and from affected countries; and
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•
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inhibit our ability to collect receivables.
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•
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limit our ability to improve our market position;
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•
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increase our operating costs; and
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•
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limit our ability to recoup the investments made in this technological initiative.
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•
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curtailment of services;
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•
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weather-related damage to facilities and equipment, resulting in suspension of operations;
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•
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inability to deliver equipment, personnel and products to job sites in accordance with contract schedules; and
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•
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loss of productivity.
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•
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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;
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•
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failure to successfully integrate the operations or management of any acquired operations or assets in a timely manner;
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•
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failure to retain or attract key employees;
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•
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diversion of management's attention from existing operations or other priorities;
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•
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the inability to implement promptly an effective control environment;
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•
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potential impairment charges if purchase assumptions are not achieved or market conditions decline;
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•
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the risks inherent in entering markets or lines of business with which the company has limited or no prior experience; and
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•
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inability to secure sufficient financing, sufficient financing on economically attractive terms, that may be required for any such acquisition or investment.
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Region
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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
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|||
United States
|
|
|
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|||
Owned
|
13
|
|
|
35
|
|
|
86
|
|
Leased
|
42
|
|
|
39
|
|
|
48
|
|
International
|
|
|
|
|
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|||
Owned
|
—
|
|
|
—
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|
|
—
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|
Leased
|
6
|
|
|
—
|
|
|
4
|
|
TOTAL
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61
|
|
|
74
|
|
|
138
|
|
(1)
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Includes 21 residential properties leased in the United States and one residential property leased outside the United States used to house employees.
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(2)
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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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High
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Low
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||||
Year Ended December 31, 2014
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|
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||||
1st Quarter
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$
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9.24
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$
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7.15
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2nd Quarter
|
10.45
|
|
|
7.96
|
|
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3rd Quarter
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9.19
|
|
|
4.84
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|
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4th Quarter
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4.82
|
|
|
1.05
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Period
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Total Number of Shares Purchased
|
|
Average Price Paid Per Share(1)
|
|||
October 1, 2015 to October 31, 2015
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69,022
|
|
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$
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0.54
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|
November 1, 2015 to November 30, 2015
|
3,174
|
|
|
$
|
0.50
|
|
December 1, 2015 to December 31, 2015
|
20,554
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|
|
$
|
0.48
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(1)
|
The price paid per share with respect to the tax withholding repurchases was determined using the closing prices on the applicable vesting date, as quoted on the NYSE.
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Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants And Rights
(a)(2)
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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)
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||||
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(in thousands)
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(in thousands)
|
||||
Equity compensation plans approved by stockholders(1)
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904
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$
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14.81
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|
4,526
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|
Equity compensation plans not approved by stockholders
|
—
|
|
|
$
|
—
|
|
|
—
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Total
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904
|
|
|
|
|
4,526
|
|
(1)
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Represents options and other stock-based awards outstanding under the Key Energy Services, Inc. 2014 Equity and Cash Incentive Plan (the “2014 Incentive Plan”).
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(2)
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Includes 811,550 of shares that may be issued upon the exercise of stock options and 92,883 of shares that may be issued upon vesting of restricted stock units (“RSUs”). Stock-settled stock appreciation rights (“SARs”) are excluded as the fair market value of our SARs was zero as of
December 31, 2015
.
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(3)
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RSUs do not have an exercise price; therefore RSUs are excluded from weighted average exercise price of outstanding awards.
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(4)
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Represents the number of shares remaining available for grant under the 2014 Incentive Plan as of
December 31, 2015
. If any common stock underlying an unvested award that is canceled, forfeited or is otherwise terminated without delivery of shares, then such shares will again be available for issuance under the 2014 Incentive Plan.
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Year Ended December 31,
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||||||||||||||||||
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2015
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2014
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2013
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2012
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|
2011
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||||||||||
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(in thousands, except per share amounts)
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||||||||||||||||||
REVENUES
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$
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792,326
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|
|
$
|
1,427,336
|
|
|
$
|
1,591,676
|
|
|
$
|
1,960,070
|
|
|
$
|
1,729,211
|
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COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
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|
||||||||||
Direct operating expenses
|
714,637
|
|
|
1,059,651
|
|
|
1,114,462
|
|
|
1,308,845
|
|
|
1,085,190
|
|
|||||
Depreciation and amortization expense
|
180,271
|
|
|
200,738
|
|
|
225,297
|
|
|
213,783
|
|
|
166,946
|
|
|||||
General and administrative expenses
|
202,631
|
|
|
249,646
|
|
|
221,753
|
|
|
230,496
|
|
|
223,299
|
|
|||||
Impairment expense
|
722,096
|
|
|
121,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
(1,027,309
|
)
|
|
(203,875
|
)
|
|
30,164
|
|
|
206,946
|
|
|
253,776
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,451
|
|
|||||
Interest expense, net of amounts capitalized
|
73,847
|
|
|
54,227
|
|
|
55,204
|
|
|
53,566
|
|
|
40,849
|
|
|||||
Other (income) expense, net
|
9,394
|
|
|
1,009
|
|
|
(803
|
)
|
|
(6,649
|
)
|
|
(8,977
|
)
|
|||||
Income (loss) from continuing operations before tax
|
(1,110,550
|
)
|
|
(259,111
|
)
|
|
(24,237
|
)
|
|
160,029
|
|
|
175,453
|
|
|||||
Income tax (expense) benefit
|
192,849
|
|
|
80,483
|
|
|
3,064
|
|
|
(57,352
|
)
|
|
(64,117
|
)
|
|||||
Income (loss) from continuing operations
|
(917,701
|
)
|
|
(178,628
|
)
|
|
(21,173
|
)
|
|
102,677
|
|
|
111,336
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,568
|
)
|
|
(10,681
|
)
|
|||||
Net income (loss)
|
(917,701
|
)
|
|
(178,628
|
)
|
|
(21,173
|
)
|
|
9,109
|
|
|
100,655
|
|
|||||
Income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
595
|
|
|
1,487
|
|
|
(806
|
)
|
|||||
INCOME (LOSS) ATTRIBUTABLE TO KEY
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
|
$
|
7,622
|
|
|
$
|
101,461
|
|
Earnings (loss) per share from continuing operations attributable to Key:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.67
|
|
|
$
|
0.77
|
|
Diluted
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.67
|
|
|
$
|
0.76
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.07
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.62
|
)
|
|
$
|
(0.07
|
)
|
Earnings (loss) per share attributable to Key:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.05
|
|
|
$
|
0.70
|
|
Diluted
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.05
|
|
|
$
|
0.69
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Income (loss) from continuing operations attributable to Key:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,173
|
)
|
|
$
|
102,677
|
|
|
$
|
111,336
|
|
Income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
595
|
|
|
1,487
|
|
|
(806
|
)
|
|||||
Income (loss) from continuing operations attributable to Key
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
|
$
|
101,190
|
|
|
$
|
112,142
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
156,598
|
|
|
153,371
|
|
|
152,271
|
|
|
151,106
|
|
|
145,909
|
|
|||||
Diluted
|
156,598
|
|
|
153,371
|
|
|
152,271
|
|
|
151,125
|
|
|
146,217
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(22,386
|
)
|
|
$
|
164,168
|
|
|
$
|
228,643
|
|
|
$
|
369,660
|
|
|
$
|
188,305
|
|
Net cash used in investing activities
|
(19,403
|
)
|
|
(146,840
|
)
|
|
(160,881
|
)
|
|
(428,709
|
)
|
|
(520,090
|
)
|
|||||
Net cash provided by (used in) financing activities
|
218,729
|
|
|
(22,058
|
)
|
|
(85,492
|
)
|
|
73,946
|
|
|
306,084
|
|
|||||
Effect of changes in exchange rates on cash
|
110
|
|
|
3,728
|
|
|
87
|
|
|
(4,391
|
)
|
|
4,516
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Working capital
|
$
|
265,943
|
|
|
$
|
191,937
|
|
|
$
|
273,809
|
|
|
$
|
284,698
|
|
|
$
|
311,060
|
|
Property and equipment, gross
|
2,376,388
|
|
|
2,555,515
|
|
|
2,606,738
|
|
|
2,528,578
|
|
|
2,184,810
|
|
|||||
Property and equipment, net
|
880,032
|
|
|
1,235,258
|
|
|
1,365,646
|
|
|
1,436,674
|
|
|
1,197,300
|
|
|||||
Total assets
|
1,327,798
|
|
|
2,322,763
|
|
|
2,573,573
|
|
|
2,744,960
|
|
|
2,584,349
|
|
|||||
Long-term debt and capital leases, net of current maturities
|
961,700
|
|
|
737,691
|
|
|
750,084
|
|
|
831,482
|
|
|
758,802
|
|
|||||
Total liabilities
|
1,187,508
|
|
|
1,264,700
|
|
|
1,322,480
|
|
|
1,457,628
|
|
|
1,369,718
|
|
|||||
Equity
|
140,290
|
|
|
1,058,063
|
|
|
1,251,093
|
|
|
1,287,332
|
|
|
1,214,631
|
|
|||||
Cash dividends per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Year
|
WTI Cushing Crude
Oil(1)
|
|
NYMEX Henry Hub
Natural Gas(1)
|
|
Average Baker Hughes
U.S. Land Drilling Rigs(2)
|
|||||
2011
|
$
|
94.87
|
|
|
$
|
4.03
|
|
|
1,846
|
|
2012
|
$
|
94.05
|
|
|
$
|
2.75
|
|
|
1,871
|
|
2013
|
$
|
97.98
|
|
|
$
|
3.73
|
|
|
1,705
|
|
2014
|
$
|
93.17
|
|
|
$
|
4.37
|
|
|
1,804
|
|
2015
|
$
|
48.66
|
|
|
$
|
2.62
|
|
|
943
|
|
(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
|
|
Rig Hours
|
|
Trucking Hours
|
|
Key’s U.S.
Working Days(1)
|
||||
|
U.S.
|
|
International
|
|
Total
|
|
|
|
|
2015:
|
|
|
|
|
|
|
|
|
|
First Quarter
|
271,005
|
|
36,950
|
|
307,955
|
|
418,032
|
|
62
|
Second Quarter
|
232,169
|
|
25,555
|
|
257,724
|
|
342,271
|
|
63
|
Third Quarter
|
226,953
|
|
13,330
|
|
240,283
|
|
309,601
|
|
64
|
Fourth Quarter
|
203,252
|
|
8,279
|
|
211,531
|
|
247,979
|
|
62
|
Total 2015
|
933,379
|
|
84,114
|
|
1,017,493
|
|
1,317,883
|
|
251
|
2014:
|
|
|
|
|
|
|
|
|
|
First Quarter
|
347,047
|
|
46,090
|
|
393,137
|
|
481,353
|
|
63
|
Second Quarter
|
355,219
|
|
33,758
|
|
388,977
|
|
493,494
|
|
63
|
Third Quarter
|
365,891
|
|
34,603
|
|
400,494
|
|
506,486
|
|
64
|
Fourth Quarter
|
341,313
|
|
41,156
|
|
382,469
|
|
481,653
|
|
61
|
Total 2014
|
1,409,470
|
|
155,607
|
|
1,565,077
|
|
1,962,986
|
|
251
|
2013:
|
|
|
|
|
|
|
|
|
|
First Quarter
|
337,714
|
|
114,103
|
|
451,817
|
|
580,862
|
|
62
|
Second Quarter
|
365,956
|
|
65,280
|
|
431,236
|
|
559,584
|
|
64
|
Third Quarter
|
360,112
|
|
55,105
|
|
415,217
|
|
524,513
|
|
64
|
Fourth Quarter
|
343,626
|
|
46,553
|
|
390,179
|
|
507,636
|
|
62
|
Total 2013
|
1,407,408
|
|
281,041
|
|
1,688,449
|
|
2,172,595
|
|
252
|
(1)
|
Key's U.S. working days are the number of weekdays during the quarter minus national holidays.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
REVENUES
|
$
|
792,326
|
|
|
$
|
1,427,336
|
|
|
$
|
1,591,676
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Direct operating expenses
|
714,637
|
|
|
1,059,651
|
|
|
1,114,462
|
|
|||
Depreciation and amortization expense
|
180,271
|
|
|
200,738
|
|
|
225,297
|
|
|||
General and administrative expenses
|
202,631
|
|
|
249,646
|
|
|
221,753
|
|
|||
Impairment expense
|
722,096
|
|
|
121,176
|
|
|
—
|
|
|||
Operating income (loss)
|
(1,027,309
|
)
|
|
(203,875
|
)
|
|
30,164
|
|
|||
Interest expense, net of amounts capitalized
|
73,847
|
|
|
54,227
|
|
|
55,204
|
|
|||
Other (income) loss, net
|
9,394
|
|
|
1,009
|
|
|
(803
|
)
|
|||
Loss before income taxes
|
(1,110,550
|
)
|
|
(259,111
|
)
|
|
(24,237
|
)
|
|||
Income tax benefit
|
192,849
|
|
|
80,483
|
|
|
3,064
|
|
|||
Net loss
|
(917,701
|
)
|
|
(178,628
|
)
|
|
(21,173
|
)
|
|||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
595
|
|
|||
LOSS ATTRIBUTABLE TO KEY
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Interest income
|
$
|
(159
|
)
|
|
$
|
(82
|
)
|
Foreign exchange loss
|
4,153
|
|
|
3,733
|
|
||
Allowance for collectibility of notes receivable
|
7,705
|
|
|
—
|
|
||
Other, net
|
(2,305
|
)
|
|
(2,642
|
)
|
||
Total
|
$
|
9,394
|
|
|
$
|
1,009
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
Interest income
|
$
|
(82
|
)
|
|
$
|
(220
|
)
|
Foreign exchange loss
|
3,733
|
|
|
834
|
|
||
Other, net
|
(2,642
|
)
|
|
(1,417
|
)
|
||
Total
|
$
|
1,009
|
|
|
$
|
(803
|
)
|
|
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 loss
|
(307,939
|
)
|
|
(43,484
|
)
|
|
(155,168
|
)
|
|
(197,412
|
)
|
|
(182,536
|
)
|
|
(140,770
|
)
|
|
(1,027,309
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
679,045
|
|
|
$
|
249,589
|
|
|
$
|
173,364
|
|
|
$
|
212,598
|
|
|
$
|
112,740
|
|
|
$
|
—
|
|
|
$
|
1,427,336
|
|
Operating expenses
|
582,658
|
|
|
246,262
|
|
|
184,183
|
|
|
271,542
|
|
|
178,172
|
|
|
168,394
|
|
|
1,631,211
|
|
|||||||
Operating income (loss)
|
96,387
|
|
|
3,327
|
|
|
(10,819
|
)
|
|
(58,944
|
)
|
|
(65,432
|
)
|
|
(168,394
|
)
|
|
(203,875
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
679,045
|
|
|
$
|
249,589
|
|
|
$
|
173,364
|
|
|
$
|
212,598
|
|
|
$
|
112,740
|
|
|
$
|
—
|
|
|
$
|
1,427,336
|
|
Operating expenses
|
582,658
|
|
|
246,262
|
|
|
184,183
|
|
|
271,542
|
|
|
178,172
|
|
|
168,394
|
|
|
1,631,211
|
|
|||||||
Operating income (loss)
|
96,387
|
|
|
3,327
|
|
|
(10,819
|
)
|
|
(58,944
|
)
|
|
(65,432
|
)
|
|
(168,394
|
)
|
|
(203,875
|
)
|
|
U.S. Rig Service
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Functional
Support |
|
Total
|
||||||||||||||
Revenues from external customers
|
$
|
673,465
|
|
|
$
|
271,709
|
|
|
$
|
193,184
|
|
|
$
|
238,611
|
|
|
$
|
214,707
|
|
|
$
|
—
|
|
|
$
|
1,591,676
|
|
Operating expenses
|
539,907
|
|
|
267,671
|
|
|
169,757
|
|
|
207,302
|
|
|
241,364
|
|
|
135,511
|
|
|
1,561,512
|
|
|||||||
Operating income (loss)
|
133,558
|
|
|
4,038
|
|
|
23,427
|
|
|
31,309
|
|
|
(26,657
|
)
|
|
(135,511
|
)
|
|
30,164
|
|
•
|
On June 1, 2015, we entered into our $100 million ABL Facility due February 28, 2020 and our $315 million Term Loan Facility due June 1, 2020. At the closing, we borrowed the full amount available under the Term Loan Facility and used a portion of the proceeds to repay and terminate our prior revolving credit facility. Remaining proceeds were retained as cash to provide liquidity. As of December 31, 2015, we had
no
borrowings outstanding under the ABL Facility and
$47.9 million
of letters of credit outstanding with available borrowing capacity of
$27.2 million
available, as restricted by covenant constraints under our ABL Facility.
|
•
|
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. As of December 31, 2015, we had sold our subsidiary in Bahrain and certain assets in Oman, Ecuador and Colombia and are no longer operating in these markets. We are currently in discussions to sell our subsidiary in Russia.
|
•
|
Beginning in the first quarter of 2015, we began a series of cost cutting initiatives at both corporate and field levels, which include fixed costs, supply-chain efficiencies and headcount and wage reductions.
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
(22,386
|
)
|
|
$
|
164,168
|
|
Cash paid for capital expenditures
|
(40,808
|
)
|
|
(161,639
|
)
|
||
Proceeds from sale of assets
|
20,810
|
|
|
15,844
|
|
||
Payment of accrued acquisition cost of the 51% noncontrolling interest in AlMansoori Key Energy Services LLC
|
—
|
|
|
(5,100
|
)
|
||
Proceeds from notes receivable
|
595
|
|
|
4,055
|
|
||
Repayments of long-term debt
|
(1,575
|
)
|
|
(3,573
|
)
|
||
Proceeds from long-term debt
|
305,550
|
|
|
—
|
|
||
Proceeds from borrowings on revolving credit facility
|
130,000
|
|
|
260,000
|
|
||
Repayments on revolving credit facility
|
(200,000
|
)
|
|
(275,000
|
)
|
||
Payment of deferred financing costs
|
(11,461
|
)
|
|
—
|
|
||
Other financing activities, net
|
(3,785
|
)
|
|
(3,485
|
)
|
||
Effect of changes in exchange rates on cash
|
110
|
|
|
3,728
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
177,050
|
|
|
$
|
(1,002
|
)
|
|
Principal Payments
|
||
|
(in thousands)
|
||
2016
|
$
|
3,150
|
|
2017
|
3,150
|
|
|
2018
|
3,150
|
|
|
2019
|
3,150
|
|
|
2020
|
300,825
|
|
|
2021 and thereafter
|
675,000
|
|
|
Total
|
$
|
988,425
|
|
Year
|
Percentage
|
|
2016
|
103.375
|
%
|
2017
|
102.250
|
%
|
2018
|
101.125
|
%
|
2019 and thereafter
|
100.000
|
%
|
•
|
incur additional indebtedness and issue preferred equity interests;
|
•
|
pay dividends or make other distributions or repurchase or redeem equity interests;
|
•
|
make loans and investments;
|
•
|
enter into sale and leaseback transactions;
|
•
|
sell, transfer or otherwise convey assets;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
enter into agreements restricting subsidiaries’ ability to pay dividends;
|
•
|
designate future subsidiaries as unrestricted subsidiaries; and
|
•
|
consolidate, merge or sell all or substantially all of the applicable entities’ assets.
|
|
The Year Ended
|
|
|
December 31, 2015
|
|
|
(in thousands)
|
|
ABL Facility
|
—
|
%
|
Term Loan Facility
|
10.27
|
%
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year (2016)
|
|
1-3 Years
(2017-2019)
|
|
4-5 Years
(2020-2021)
|
|
After 5 Years
(2022+)
|
||||||||||
(in thousands)
|
|||||||||||||||||||
2021 Notes
|
675,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
$
|
—
|
|
|
Interest associated with 2021 Notes
|
254,402
|
|
|
45,563
|
|
|
136,688
|
|
|
72,151
|
|
|
—
|
|
|||||
Term Loan Facility due 2020
|
313,425
|
|
|
3,150
|
|
|
9,450
|
|
|
300,825
|
|
|
—
|
|
|||||
Interest associated with Term Loan Facility(1)
|
31,688
|
|
|
7,175
|
|
|
21,525
|
|
|
2,988
|
|
|
—
|
|
|||||
Non-cancelable operating leases
|
56,405
|
|
|
9,712
|
|
|
19,428
|
|
|
9,638
|
|
|
17,627
|
|
|||||
Liabilities for uncertain tax positions
|
408
|
|
|
157
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|||||
Equity based compensation liability
awards(2)
|
271
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,331,599
|
|
|
$
|
66,028
|
|
|
$
|
187,342
|
|
|
$
|
1,060,602
|
|
|
$
|
17,627
|
|
(1)
|
Based on interest rates in effect at
December 31, 2015
.
|
(2)
|
Based on our closing stock price at
December 31, 2015
.
|
•
|
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
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands, except
share amounts)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
204,354
|
|
|
$
|
27,304
|
|
Accounts receivable, net of allowance for doubtful accounts of $20,915 and $2,925
|
115,992
|
|
|
289,466
|
|
||
Inventories
|
29,395
|
|
|
30,171
|
|
||
Other current assets
|
70,685
|
|
|
86,854
|
|
||
Total current assets
|
420,426
|
|
|
433,795
|
|
||
Property and equipment, gross
|
2,376,388
|
|
|
2,555,515
|
|
||
Accumulated depreciation
|
(1,496,356
|
)
|
|
(1,320,257
|
)
|
||
Property and equipment, net
|
880,032
|
|
|
1,235,258
|
|
||
Goodwill
|
—
|
|
|
582,739
|
|
||
Other intangible assets, net
|
5,883
|
|
|
14,500
|
|
||
Other assets
|
21,457
|
|
|
56,471
|
|
||
TOTAL ASSETS
|
$
|
1,327,798
|
|
|
$
|
2,322,763
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
30,740
|
|
|
$
|
77,631
|
|
Other current liabilities
|
120,593
|
|
|
164,227
|
|
||
Current portion of long-term debt
|
3,150
|
|
|
—
|
|
||
Total current liabilities
|
154,483
|
|
|
241,858
|
|
||
Long-term debt
|
961,700
|
|
|
737,691
|
|
||
Workers’ compensation, vehicular and health insurance liabilities
|
26,327
|
|
|
29,690
|
|
||
Deferred tax liabilities
|
14,252
|
|
|
228,394
|
|
||
Other non-current liabilities
|
30,746
|
|
|
27,067
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock, $0.10 par value; 200,000,000 shares authorized, 157,543,259 and 153,557,108 shares issued and outstanding
|
15,754
|
|
|
15,356
|
|
||
Additional paid-in capital
|
966,637
|
|
|
960,647
|
|
||
Accumulated other comprehensive loss
|
(43,740
|
)
|
|
(37,280
|
)
|
||
Retained earnings (deficit)
|
(798,361
|
)
|
|
119,340
|
|
||
Total equity
|
140,290
|
|
|
1,058,063
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,327,798
|
|
|
$
|
2,322,763
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
REVENUES
|
$
|
792,326
|
|
|
$
|
1,427,336
|
|
|
$
|
1,591,676
|
|
COSTS AND EXPENSES:
|
|
|
|
|
|
||||||
Direct operating expenses
|
714,637
|
|
|
1,059,651
|
|
|
1,114,462
|
|
|||
Depreciation and amortization expense
|
180,271
|
|
|
200,738
|
|
|
225,297
|
|
|||
General and administrative expenses
|
202,631
|
|
|
249,646
|
|
|
221,753
|
|
|||
Impairment expense
|
722,096
|
|
|
121,176
|
|
|
—
|
|
|||
Operating income (loss)
|
(1,027,309
|
)
|
|
(203,875
|
)
|
|
30,164
|
|
|||
Interest expense, net of amounts capitalized
|
73,847
|
|
|
54,227
|
|
|
55,204
|
|
|||
Other (income) loss, net
|
9,394
|
|
|
1,009
|
|
|
(803
|
)
|
|||
Loss before income taxes
|
(1,110,550
|
)
|
|
(259,111
|
)
|
|
(24,237
|
)
|
|||
Income tax benefit
|
192,849
|
|
|
80,483
|
|
|
3,064
|
|
|||
Net loss
|
(917,701
|
)
|
|
(178,628
|
)
|
|
(21,173
|
)
|
|||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
595
|
|
|||
LOSS ATTRIBUTABLE TO KEY
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
Loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
Loss per share attributable to Key:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
156,598
|
|
|
153,371
|
|
|
152,271
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
NET LOSS
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,173
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation loss
|
(6,460
|
)
|
|
(21,866
|
)
|
|
(5,607
|
)
|
|||
Total other comprehensive loss
|
(6,460
|
)
|
|
(21,866
|
)
|
|
(5,607
|
)
|
|||
COMPREHENSIVE LOSS
|
(924,161
|
)
|
|
(200,494
|
)
|
|
(26,780
|
)
|
|||
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
96
|
|
|||
COMPREHENSIVE LOSS ATTRIBUTABLE TO KEY
|
$
|
(924,161
|
)
|
|
$
|
(200,494
|
)
|
|
$
|
(26,684
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,173
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
180,271
|
|
|
200,738
|
|
|
225,297
|
|
|||
Impairment expense
|
722,096
|
|
|
121,176
|
|
|
—
|
|
|||
Bad debt expense
|
21,172
|
|
|
2,710
|
|
|
634
|
|
|||
Accretion of asset retirement obligations
|
630
|
|
|
605
|
|
|
604
|
|
|||
(Income) loss from equity method investments
|
(39
|
)
|
|
(25
|
)
|
|
447
|
|
|||
Amortization and write-off of deferred financing costs and premium on debt
|
4,645
|
|
|
2,606
|
|
|
2,244
|
|
|||
Deferred income tax benefit
|
(189,327
|
)
|
|
(82,922
|
)
|
|
(11,929
|
)
|
|||
Capitalized interest
|
—
|
|
|
—
|
|
|
(607
|
)
|
|||
(Gain) loss on disposal of assets, net
|
51,531
|
|
|
8,686
|
|
|
(2,972
|
)
|
|||
Share-based compensation
|
10,173
|
|
|
10,949
|
|
|
13,785
|
|
|||
Excess tax expense from share-based compensation
|
3,423
|
|
|
1,240
|
|
|
1,848
|
|
|||
Changes in working capital:
|
|
|
|
|
|
||||||
Accounts receivable
|
151,489
|
|
|
54,024
|
|
|
54,003
|
|
|||
Other current assets
|
12,050
|
|
|
(2,471
|
)
|
|
5,915
|
|
|||
Accounts payable and accrued liabilities
|
(91,978
|
)
|
|
15,114
|
|
|
(82,318
|
)
|
|||
Share-based compensation liability awards
|
—
|
|
|
(846
|
)
|
|
954
|
|
|||
Other assets and liabilities
|
19,179
|
|
|
11,212
|
|
|
41,911
|
|
|||
Net cash provided by (used in) operating activities
|
(22,386
|
)
|
|
164,168
|
|
|
228,643
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(40,808
|
)
|
|
(161,639
|
)
|
|
(164,137
|
)
|
|||
Proceeds from sale of assets
|
20,810
|
|
|
15,844
|
|
|
17,256
|
|
|||
Payment of accrued acquisition cost of the 51% noncontrolling interest in AlMansoori Key Energy Services LLC
|
—
|
|
|
(5,100
|
)
|
|
—
|
|
|||
Acquisition of the 50% noncontrolling interest in Geostream
|
—
|
|
|
—
|
|
|
(14,600
|
)
|
|||
Proceeds from notes receivable
|
595
|
|
|
4,055
|
|
|
600
|
|
|||
Net cash used in investing activities
|
(19,403
|
)
|
|
(146,840
|
)
|
|
(160,881
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
(1,575
|
)
|
|
(3,573
|
)
|
|
—
|
|
|||
Proceeds from long-term debt
|
305,550
|
|
|
—
|
|
|
—
|
|
|||
Repayments of capital lease obligations
|
—
|
|
|
—
|
|
|
(393
|
)
|
|||
Proceeds from borrowings on revolving credit facility
|
130,000
|
|
|
260,000
|
|
|
220,000
|
|
|||
Repayments on revolving credit facility
|
(200,000
|
)
|
|
(275,000
|
)
|
|
(300,000
|
)
|
|||
Payment of deferred financing costs
|
(11,461
|
)
|
|
—
|
|
|
(69
|
)
|
|||
Repurchases of common stock
|
(362
|
)
|
|
(2,245
|
)
|
|
(3,196
|
)
|
|||
Proceeds from exercise of stock options and warrants
|
—
|
|
|
—
|
|
|
14
|
|
|||
Excess tax expense from share-based compensation
|
(3,423
|
)
|
|
(1,240
|
)
|
|
(1,848
|
)
|
|||
Net cash provided by (used in) financing activities
|
218,729
|
|
|
(22,058
|
)
|
|
(85,492
|
)
|
|||
Effect of changes in exchange rates on cash
|
110
|
|
|
3,728
|
|
|
87
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
177,050
|
|
|
(1,002
|
)
|
|
(17,643
|
)
|
|||
Cash and cash equivalents, beginning of period
|
27,304
|
|
|
28,306
|
|
|
45,949
|
|
|||
Cash and cash equivalents, end of period
|
$
|
204,354
|
|
|
$
|
27,304
|
|
|
$
|
28,306
|
|
|
COMMON STOCKHOLDERS
|
|
Noncontrolling
Interest
|
|
Total
|
|||||||||||||||||||||
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
(Deficit)
|
|
|||||||||||||||||||
Number of
Shares
|
|
Amount
at par
|
|
|||||||||||||||||||||||
(in thousands, except per share data)
|
||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2012
|
151,070
|
|
|
$
|
15,108
|
|
|
$
|
925,132
|
|
|
$
|
(6,148
|
)
|
|
$
|
319,736
|
|
|
$
|
33,504
|
|
|
$
|
1,287,332
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,916
|
)
|
|
—
|
|
|
(691
|
)
|
|
(5,607
|
)
|
||||||
Common stock purchases
|
(416
|
)
|
|
(42
|
)
|
|
(3,154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,196
|
)
|
||||||
Exercise of stock options and warrants
|
4
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Share-based compensation
|
1,673
|
|
|
167
|
|
|
13,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,785
|
|
||||||
Tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
(1,848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,848
|
)
|
||||||
Acquisition of the 50% noncontrolling interest in Geostream (Note 2)
|
—
|
|
|
—
|
|
|
22,432
|
|
|
(4,350
|
)
|
|
—
|
|
|
(31,196
|
)
|
|
(13,114
|
)
|
||||||
Acquisition of the 51% noncontrolling interest in AlMansoori Key Energy Services, LLC (Note 2)
|
—
|
|
|
—
|
|
|
(2,888
|
)
|
|
—
|
|
|
—
|
|
|
(2,212
|
)
|
|
(5,100
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,768
|
)
|
|
595
|
|
|
(21,173
|
)
|
||||||
BALANCE AT DECEMBER 31, 2013
|
152,331
|
|
|
15,233
|
|
|
953,306
|
|
|
(15,414
|
)
|
|
297,968
|
|
|
—
|
|
|
1,251,093
|
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,866
|
)
|
|
—
|
|
|
—
|
|
|
(21,866
|
)
|
||||||
Common stock purchases
|
(291
|
)
|
|
(29
|
)
|
|
(2,216
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,245
|
)
|
||||||
Share-based compensation
|
1,517
|
|
|
152
|
|
|
10,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,949
|
|
||||||
Tax expense from share-based compensation
|
—
|
|
|
—
|
|
|
(1,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,240
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,628
|
)
|
|
—
|
|
|
(178,628
|
)
|
||||||
BALANCE AT DECEMBER 31, 2014
|
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
|
157,543
|
|
|
$
|
15,754
|
|
|
$
|
966,637
|
|
|
$
|
(43,740
|
)
|
|
$
|
(798,361
|
)
|
|
$
|
—
|
|
|
$
|
140,290
|
|
•
|
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
|
|
Russia
|
|
Enhanced Oilfield Technology
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
398
|
|
Accounts receivable
|
2,502
|
|
|
—
|
|
|
2,502
|
|
|||
Inventories
|
—
|
|
|
1,791
|
|
|
1,791
|
|
|||
Total current assets
|
2,900
|
|
|
1,791
|
|
|
4,691
|
|
|||
Property and equipment, net
|
—
|
|
|
1,209
|
|
|
1,209
|
|
|||
Total assets
|
$
|
2,900
|
|
|
$
|
3,000
|
|
|
$
|
5,900
|
|
Current liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
161
|
|
Other current liabilities
|
368
|
|
|
—
|
|
|
368
|
|
|||
Total current liabilities
|
529
|
|
|
—
|
|
|
529
|
|
|||
Net Assets
|
$
|
2,371
|
|
|
$
|
3,000
|
|
|
$
|
5,371
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Current deferred tax assets
|
$
|
10,131
|
|
|
$
|
11,823
|
|
Prepaid current assets
|
23,287
|
|
|
28,218
|
|
||
Reinsurance receivable
|
8,409
|
|
|
9,200
|
|
||
VAT asset
|
12,784
|
|
|
18,889
|
|
||
Current assets held for sale
|
4,691
|
|
|
—
|
|
||
Other
|
11,383
|
|
|
18,724
|
|
||
Total
|
$
|
70,685
|
|
|
$
|
86,854
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Other non-current assets:
|
|
|
|
||||
Deferred tax assets
|
$
|
6,260
|
|
|
$
|
35,238
|
|
Reinsurance receivable
|
8,877
|
|
|
9,537
|
|
||
Deposits
|
3,463
|
|
|
10,125
|
|
||
Equity method investments
|
1,026
|
|
|
987
|
|
||
Non-current assets held for sale
|
1,209
|
|
|
—
|
|
||
Other
|
622
|
|
|
584
|
|
||
Total
|
$
|
21,457
|
|
|
$
|
56,471
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Other current liabilities:
|
|
|
|
||||
Accrued payroll, taxes and employee benefits
|
$
|
19,578
|
|
|
$
|
32,477
|
|
Accrued operating expenditures
|
12,514
|
|
|
45,899
|
|
||
Income, sales, use and other taxes
|
24,833
|
|
|
25,892
|
|
||
Self-insurance reserves
|
30,029
|
|
|
31,359
|
|
||
Accrued interest
|
23,685
|
|
|
15,241
|
|
||
Accrued insurance premiums
|
3,588
|
|
|
7,515
|
|
||
Current liabilities held for sale
|
529
|
|
|
—
|
|
||
Other
|
5,837
|
|
|
5,844
|
|
||
Total
|
$
|
120,593
|
|
|
$
|
164,227
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Other non-current accrued liabilities:
|
|
|
|
||||
Asset retirement obligations
|
$
|
12,218
|
|
|
$
|
12,525
|
|
Environmental liabilities
|
5,520
|
|
|
5,730
|
|
||
Accrued rent
|
192
|
|
|
263
|
|
||
Accrued sales, use and other taxes
|
11,137
|
|
|
5,411
|
|
||
Other
|
1,679
|
|
|
3,138
|
|
||
Total
|
$
|
30,746
|
|
|
$
|
27,067
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Interest income
|
$
|
(159
|
)
|
|
$
|
(82
|
)
|
|
$
|
(220
|
)
|
Foreign exchange loss
|
4,153
|
|
|
3,733
|
|
|
834
|
|
|||
Allowance for collectibility of notes receivable
|
7,705
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(2,305
|
)
|
|
(2,642
|
)
|
|
(1,417
|
)
|
|||
Total
|
$
|
9,394
|
|
|
$
|
1,009
|
|
|
$
|
(803
|
)
|
|
Balance at
Beginning
of Period
|
|
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
|
(in thousands)
|
||||||||||||||
As of December 31, 2015
|
$
|
2,925
|
|
|
$
|
21,172
|
|
|
$
|
(3,182
|
)
|
|
$
|
20,915
|
|
As of December 31, 2014
|
766
|
|
|
2,710
|
|
|
(551
|
)
|
|
2,925
|
|
||||
As of December 31, 2013
|
2,860
|
|
|
634
|
|
|
(2,728
|
)
|
|
766
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Major classes of property and equipment:
|
|
|
|
||||
Oilfield service equipment
|
$
|
1,779,433
|
|
|
$
|
1,927,353
|
|
Disposal wells
|
79,949
|
|
|
88,465
|
|
||
Motor vehicles
|
273,857
|
|
|
288,523
|
|
||
Furniture and equipment
|
130,772
|
|
|
132,617
|
|
||
Buildings and land
|
105,671
|
|
|
91,553
|
|
||
Work in progress
|
6,706
|
|
|
27,004
|
|
||
Gross property and equipment
|
2,376,388
|
|
|
2,555,515
|
|
||
Accumulated depreciation
|
(1,496,356
|
)
|
|
(1,320,257
|
)
|
||
Net property and equipment
|
$
|
880,032
|
|
|
$
|
1,235,258
|
|
|
U.S. Rig Services
|
|
Fluid Management Services
|
|
Coiled Tubing Services
|
|
Fishing and Rental Services
|
|
International
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
December 31, 2013
|
$
|
297,719
|
|
|
$
|
24,479
|
|
|
$
|
101,795
|
|
|
$
|
173,463
|
|
|
$
|
27,419
|
|
|
$
|
624,875
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
(19,100
|
)
|
|
—
|
|
|
(22,437
|
)
|
|
(41,537
|
)
|
||||||
Impact of foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(599
|
)
|
|
(599
|
)
|
||||||
December 31, 2014
|
297,719
|
|
|
24,479
|
|
|
82,695
|
|
|
173,463
|
|
|
4,383
|
|
|
582,739
|
|
||||||
Goodwill impairment
|
(297,719
|
)
|
|
(24,479
|
)
|
|
(82,695
|
)
|
|
(173,463
|
)
|
|
(4,383
|
)
|
|
(582,739
|
)
|
||||||
December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
Noncompete agreements:
|
|
|
|
||||
Gross carrying value
|
$
|
1,535
|
|
|
$
|
2,269
|
|
Accumulated amortization
|
(1,289
|
)
|
|
(1,710
|
)
|
||
Net carrying value
|
$
|
246
|
|
|
$
|
559
|
|
Patents, trademarks and tradenames:
|
|
|
|
||||
Gross carrying value
|
$
|
1,329
|
|
|
$
|
3,106
|
|
Accumulated amortization
|
(302
|
)
|
|
(263
|
)
|
||
Net carrying value
|
$
|
1,027
|
|
|
$
|
2,843
|
|
Customer relationships and contracts:
|
|
|
|
||||
Gross carrying value
|
$
|
41,996
|
|
|
$
|
59,045
|
|
Accumulated amortization
|
(38,705
|
)
|
|
(52,303
|
)
|
||
Net carrying value
|
$
|
3,291
|
|
|
$
|
6,742
|
|
Developed technology:
|
|
|
|
||||
Gross carrying value
|
$
|
4,778
|
|
|
$
|
8,494
|
|
Accumulated amortization
|
(3,459
|
)
|
|
(4,138
|
)
|
||
Net carrying value
|
$
|
1,319
|
|
|
$
|
4,356
|
|
Total:
|
|
|
|
||||
Gross carrying value
|
$
|
50,417
|
|
|
$
|
73,693
|
|
Accumulated amortization
|
(44,534
|
)
|
|
(59,193
|
)
|
||
Net carrying value
|
$
|
5,883
|
|
|
$
|
14,500
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
|
(in thousands)
|
||||||||||
Noncompete agreements
|
$
|
278
|
|
|
$
|
1,671
|
|
|
$
|
2,082
|
|
Patents and trademarks
|
40
|
|
|
40
|
|
|
40
|
|
|||
Customer relationships and contracts
|
3,430
|
|
|
6,749
|
|
|
16,726
|
|
|||
Developed technology
|
370
|
|
|
316
|
|
|
221
|
|
|||
Total intangible asset amortization expense
|
$
|
4,118
|
|
|
$
|
8,776
|
|
|
$
|
19,069
|
|
|
Weighted
average remaining
amortization
period (years)
|
|
Expected Amortization Expense
|
||||||||||||||||||
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||
Noncompete agreements
|
1.0
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trademarks
|
2.4
|
|
40
|
|
|
40
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|||||
Customer relationships and contracts
|
3.6
|
|
1,276
|
|
|
1,013
|
|
|
431
|
|
|
341
|
|
|
230
|
|
|||||
Developed technology
|
3.8
|
|
352
|
|
|
352
|
|
|
352
|
|
|
263
|
|
|
—
|
|
|||||
Total expected intangible asset amortization expense
|
|
|
$
|
1,914
|
|
|
$
|
1,405
|
|
|
$
|
800
|
|
|
$
|
604
|
|
|
$
|
230
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
(in thousands, except per share amounts)
|
|||||||||||
Basic and diluted EPS Calculation:
|
|
|
|
|
|
||||||
Numerator
|
|
|
|
|
|
||||||
Loss attributable to Key
|
$
|
(917,701
|
)
|
|
$
|
(178,628
|
)
|
|
$
|
(21,768
|
)
|
Denominator
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
156,598
|
|
|
153,371
|
|
|
152,271
|
|
|||
Basic and diluted loss per share attributable to Key
|
$
|
(5.86
|
)
|
|
$
|
(1.16
|
)
|
|
$
|
(0.14
|
)
|
Balance at December 31, 2013
|
$
|
11,999
|
|
Additions
|
—
|
|
|
Costs incurred
|
(79
|
)
|
|
Accretion expense
|
605
|
|
|
Disposals
|
—
|
|
|
Balance at December 31, 2014
|
12,525
|
|
|
Additions
|
165
|
|
|
Costs incurred
|
(326
|
)
|
|
Accretion expense
|
630
|
|
|
Disposals
|
(424
|
)
|
|
Balance at December 31, 2015
|
$
|
12,570
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|||||||||
(in thousands)
|
|||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Notes receivable — Argentina operations sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,300
|
|
|
$
|
8,300
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
6.75% Senior Notes due 2021
|
$
|
675,000
|
|
|
$
|
175,568
|
|
|
$
|
675,000
|
|
|
$
|
413,438
|
|
Term Loan Facility due 2020
|
313,425
|
|
|
313,425
|
|
|
—
|
|
|
—
|
|
||||
Credit Facility revolving loans
|
—
|
|
|
—
|
|
|
70,000
|
|
|
70,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Current income tax (expense) benefit:
|
|
|
|
|
|
||||||
Federal and state
|
$
|
3,522
|
|
|
$
|
(755
|
)
|
|
$
|
(8,515
|
)
|
Foreign
|
—
|
|
|
(1,684
|
)
|
|
(350
|
)
|
|||
|
3,522
|
|
|
(2,439
|
)
|
|
(8,865
|
)
|
|||
Deferred income tax (expense) benefit:
|
|
|
|
|
|
||||||
Federal and state
|
230,620
|
|
|
69,508
|
|
|
(4,870
|
)
|
|||
Foreign
|
(41,293
|
)
|
|
13,414
|
|
|
16,799
|
|
|||
|
189,327
|
|
|
82,922
|
|
|
11,929
|
|
|||
Total income tax benefit
|
$
|
192,849
|
|
|
$
|
80,483
|
|
|
$
|
3,064
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Domestic income (loss)
|
$
|
(955,629
|
)
|
|
$
|
(202,973
|
)
|
|
$
|
29,086
|
|
Foreign loss
|
(154,921
|
)
|
|
(56,138
|
)
|
|
(53,323
|
)
|
|||
Total loss
|
$
|
(1,110,550
|
)
|
|
$
|
(259,111
|
)
|
|
$
|
(24,237
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and tax credit carryforwards
|
$
|
172,749
|
|
|
$
|
64,107
|
|
Capital loss carryforwards
|
21,417
|
|
|
21,417
|
|
||
Self-insurance reserves
|
14,516
|
|
|
15,751
|
|
||
Allowance for doubtful accounts
|
593
|
|
|
1,046
|
|
||
Accrued liabilities
|
9,344
|
|
|
6,283
|
|
||
Share-based compensation
|
6,155
|
|
|
7,254
|
|
||
Intangible assets
|
105,070
|
|
|
—
|
|
||
Other
|
5,453
|
|
|
869
|
|
||
Total deferred tax assets
|
335,297
|
|
|
116,727
|
|
||
Valuation allowance for deferred tax assets
|
(163,835
|
)
|
|
(22,247
|
)
|
||
Net deferred tax assets
|
171,462
|
|
|
94,480
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(168,090
|
)
|
|
(225,136
|
)
|
||
Intangible assets
|
—
|
|
|
(46,543
|
)
|
||
Other
|
(1,233
|
)
|
|
(4,134
|
)
|
||
Total deferred tax liabilities
|
(169,323
|
)
|
|
(275,813
|
)
|
||
Net deferred tax asset (liability), net of valuation allowance
|
$
|
2,139
|
|
|
$
|
(181,333
|
)
|
Balance at January 1, 2014
|
$
|
1,371
|
|
Additions based on tax positions related to the current year
|
108
|
|
|
Reductions for tax positions from prior years
|
(30
|
)
|
|
Settlements
|
—
|
|
|
Balance at December 31, 2014
|
1,449
|
|
|
Additions based on tax positions related to the current year
|
—
|
|
|
Reductions for tax positions from prior years
|
(883
|
)
|
|
Settlements
|
—
|
|
|
Balance at December 31, 2015
|
$
|
566
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
(in thousands)
|
||||||
6.75% Senior Notes due 2021
|
$
|
675,000
|
|
|
$
|
675,000
|
|
Term Loan Facility due 2020
|
313,425
|
|
|
—
|
|
||
Senior Secured Credit Facility revolving loans due 2016
|
—
|
|
|
70,000
|
|
||
Debt issuance costs and unamortized premium (discount) on debt, net
|
(23,575
|
)
|
|
(7,309
|
)
|
||
Total
|
964,850
|
|
|
737,691
|
|
||
Less current portion
|
(3,150
|
)
|
|
—
|
|
||
Long-term debt
|
$
|
961,700
|
|
|
$
|
737,691
|
|
Year
|
Percentage
|
|
2016
|
103.375
|
%
|
2017
|
102.250
|
%
|
2018
|
101.125
|
%
|
2019 and thereafter
|
100.000
|
%
|
•
|
incur additional indebtedness and issue preferred equity interests;
|
•
|
pay dividends or make other distributions or repurchase or redeem equity interests;
|
•
|
make loans and investments;
|
•
|
enter into sale and leaseback transactions;
|
•
|
sell, transfer or otherwise convey assets;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
enter into agreements restricting subsidiaries’ ability to pay dividends;
|
•
|
designate future subsidiaries as unrestricted subsidiaries; and
|
•
|
consolidate, merge or sell all or substantially all of the applicable entities’ assets.
|
|
The Year Ended
|
|
|
December 31, 2015
|
|
|
(in thousands)
|
|
ABL Facility
|
—
|
%
|
Term Loan Facility
|
10.27
|
%
|
|
Principal Amount of Long-Term Debt
|
||
|
(in thousands)
|
||
2016
|
$
|
3,150
|
|
2017
|
3,150
|
|
|
2018
|
3,150
|
|
|
2019
|
3,150
|
|
|
2020
|
300,825
|
|
|
Thereafter
|
675,000
|
|
|
Total long-term debt
|
$
|
988,425
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cash payments
|
$
|
68,105
|
|
|
$
|
49,410
|
|
|
$
|
51,705
|
|
Commitment and agency fees paid
|
1,097
|
|
|
2,179
|
|
|
1,799
|
|
|||
Amortization of discount and premium on debt
|
547
|
|
|
(556
|
)
|
|
(556
|
)
|
|||
Amortization of deferred financing costs
|
3,277
|
|
|
2,800
|
|
|
2,800
|
|
|||
Write-off of deferred financing costs
|
821
|
|
|
362
|
|
|
—
|
|
|||
Net change in accrued interest
|
—
|
|
|
32
|
|
|
63
|
|
|||
Capitalized interest
|
—
|
|
|
—
|
|
|
(607
|
)
|
|||
Net interest expense
|
$
|
73,847
|
|
|
$
|
54,227
|
|
|
$
|
55,204
|
|
Balance at December 31, 2013
|
$
|
13,897
|
|
Amortization
|
(2,800
|
)
|
|
Write-off
|
(362
|
)
|
|
Balance at December 31, 2014
|
10,735
|
|
|
Capitalized costs
|
11,461
|
|
|
Amortization
|
(3,277
|
)
|
|
Write-off
|
(821
|
)
|
|
Balance at December 31, 2015
|
$
|
18,098
|
|
|
Lease Payments
|
||
2016
|
$
|
9,712
|
|
2017
|
7,499
|
|
|
2018
|
6,142
|
|
|
2019
|
5,787
|
|
|
2020
|
5,073
|
|
|
Thereafter
|
22,192
|
|
|
Total
|
$
|
56,405
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Foreign currency translation loss
|
$
|
(43,740
|
)
|
|
$
|
(37,280
|
)
|
Accumulated other comprehensive loss
|
$
|
(43,740
|
)
|
|
$
|
(37,280
|
)
|
|
Year Ended December 31, 2015
|
|||||||||
|
Options
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Fair Value
|
|||||
Outstanding at beginning of period
|
1,319
|
|
|
$
|
14.07
|
|
|
$
|
5.99
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cancelled or expired
|
(507
|
)
|
|
$
|
12.89
|
|
|
$
|
5.99
|
|
Outstanding at end of period
|
812
|
|
|
$
|
14.81
|
|
|
$
|
6.00
|
|
Exercisable at end of period
|
812
|
|
|
$
|
14.81
|
|
|
$
|
6.00
|
|
|
Year Ended December 31, 2015
|
|||||
|
Outstanding
|
|
Weighted Average
Issuance Price
|
|||
Shares at beginning of period
|
2,566
|
|
|
$
|
7.92
|
|
Granted
|
4,586
|
|
|
$
|
1.89
|
|
Vested
|
(2,134
|
)
|
|
$
|
6.19
|
|
Cancelled
|
(330
|
)
|
|
$
|
3.92
|
|
Shares at end of period
|
4,688
|
|
|
$
|
3.10
|
|
Company Placement for the Performance Period
|
|
Performance Units Earned as
a Percentage of Target
|
|
First
|
|
200
|
%
|
Second
|
|
180
|
%
|
Third
|
|
160
|
%
|
Fourth
|
|
140
|
%
|
Fifth
|
|
120
|
%
|
Sixth
|
|
100
|
%
|
Seventh
|
|
0
|
%
|
Eighth
|
|
0
|
%
|
Ninth
|
|
0
|
%
|
Tenth
|
|
0
|
%
|
Eleventh
|
|
0
|
%
|
Twelfth
|
|
0
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Asset retirement obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
68,048
|
|
|
$
|
51,589
|
|
|
$
|
53,504
|
|
Cash paid for taxes
|
1,077
|
|
|
2,699
|
|
|
35,239
|
|
|||
Tax refunds
|
6,972
|
|
|
13,109
|
|
|
26,361
|
|
|
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, excluding acquisitions
|
14,356
|
|
|
6,509
|
|
|
4,621
|
|
|
8,581
|
|
|
2,881
|
|
|
3,860
|
|
|
—
|
|
|
40,808
|
|
|
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
|
$
|
679,045
|
|
|
$
|
249,589
|
|
|
$
|
173,364
|
|
|
$
|
212,598
|
|
|
$
|
112,740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,427,336
|
|
Intersegment revenues
|
706
|
|
|
1,258
|
|
|
—
|
|
|
6,078
|
|
|
9,142
|
|
|
1,988
|
|
|
(19,172
|
)
|
|
—
|
|
||||||||
Depreciation and amortization
|
59,190
|
|
|
31,870
|
|
|
23,375
|
|
|
44,004
|
|
|
30,311
|
|
|
11,988
|
|
|
—
|
|
|
200,738
|
|
||||||||
Impairment expense
|
—
|
|
|
—
|
|
|
19,100
|
|
|
73,389
|
|
|
28,687
|
|
|
—
|
|
|
—
|
|
|
121,176
|
|
||||||||
Other operating expenses
|
523,468
|
|
|
214,392
|
|
|
141,708
|
|
|
154,149
|
|
|
119,174
|
|
|
156,406
|
|
|
—
|
|
|
1,309,297
|
|
||||||||
Operating income (loss)
|
96,387
|
|
|
3,327
|
|
|
(10,819
|
)
|
|
(58,944
|
)
|
|
(65,432
|
)
|
|
(168,394
|
)
|
|
—
|
|
|
(203,875
|
)
|
||||||||
Interest expense, net of amounts capitalized
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
54,195
|
|
|
—
|
|
|
54,227
|
|
||||||||
Income (loss) before taxes
|
96,922
|
|
|
3,581
|
|
|
(10,442
|
)
|
|
(58,794
|
)
|
|
(68,924
|
)
|
|
(221,454
|
)
|
|
—
|
|
|
(259,111
|
)
|
||||||||
Long-lived assets(1)
|
796,654
|
|
|
181,041
|
|
|
196,265
|
|
|
326,218
|
|
|
270,893
|
|
|
268,169
|
|
|
(150,272
|
)
|
|
1,888,968
|
|
||||||||
Total assets
|
1,608,122
|
|
|
295,670
|
|
|
260,375
|
|
|
669,823
|
|
|
397,295
|
|
|
(520,964
|
)
|
|
(387,558
|
)
|
|
2,322,763
|
|
||||||||
Capital expenditures, excluding acquisitions
|
90,982
|
|
|
3,920
|
|
|
10,815
|
|
|
30,389
|
|
|
7,560
|
|
|
17,973
|
|
|
—
|
|
|
161,639
|
|
|
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
|
$
|
673,465
|
|
|
$
|
271,709
|
|
|
$
|
193,184
|
|
|
$
|
238,611
|
|
|
$
|
214,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,591,676
|
|
Intersegment revenues
|
4,283
|
|
|
700
|
|
|
10
|
|
|
5,637
|
|
|
8,715
|
|
|
509
|
|
|
(19,854
|
)
|
|
—
|
|
||||||||
Depreciation and amortization
|
64,804
|
|
|
37,510
|
|
|
25,877
|
|
|
53,785
|
|
|
30,227
|
|
|
13,094
|
|
|
—
|
|
|
225,297
|
|
||||||||
Other operating expenses
|
475,103
|
|
|
230,161
|
|
|
143,880
|
|
|
153,517
|
|
|
211,137
|
|
|
122,417
|
|
|
—
|
|
|
1,336,215
|
|
||||||||
Operating income (loss)
|
133,558
|
|
|
4,038
|
|
|
23,427
|
|
|
31,309
|
|
|
(26,657
|
)
|
|
(135,511
|
)
|
|
—
|
|
|
30,164
|
|
||||||||
Interest expense, net of amounts capitalized
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
55,141
|
|
|
—
|
|
|
55,204
|
|
||||||||
Income (loss) before taxes
|
133,642
|
|
|
4,110
|
|
|
23,436
|
|
|
31,351
|
|
|
(26,795
|
)
|
|
(189,981
|
)
|
|
—
|
|
|
(24,237
|
)
|
||||||||
Long-lived assets(1)
|
746,021
|
|
|
222,075
|
|
|
246,889
|
|
|
420,486
|
|
|
333,273
|
|
|
287,135
|
|
|
(188,459
|
)
|
|
2,067,420
|
|
||||||||
Total assets
|
1,511,419
|
|
|
279,950
|
|
|
246,180
|
|
|
637,163
|
|
|
497,938
|
|
|
(195,837
|
)
|
|
(403,240
|
)
|
|
2,573,573
|
|
||||||||
Capital expenditures, excluding acquisitions
|
79,761
|
|
|
7,307
|
|
|
12,682
|
|
|
25,378
|
|
|
19,541
|
|
|
19,468
|
|
|
—
|
|
|
164,137
|
|
(1)
|
Long-lived assets include: fixed assets, goodwill, intangibles and other assets.
|
(2)
|
Functional Support is geographically located in the United States.
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
267,799
|
|
|
$
|
197,496
|
|
|
$
|
176,857
|
|
|
$
|
150,174
|
|
Direct operating expenses
|
204,530
|
|
|
158,841
|
|
|
174,505
|
|
|
176,761
|
|
||||
Net loss
|
(59,676
|
)
|
|
(65,379
|
)
|
|
(640,161
|
)
|
|
(152,485
|
)
|
||||
Loss per share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
(0.39
|
)
|
|
(0.42
|
)
|
|
(4.06
|
)
|
|
(0.97
|
)
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Year Ended December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
356,141
|
|
|
$
|
350,595
|
|
|
$
|
365,798
|
|
|
$
|
354,802
|
|
Direct operating expenses
|
258,302
|
|
|
262,883
|
|
|
272,112
|
|
|
266,354
|
|
||||
Net loss
|
(11,899
|
)
|
|
(52,196
|
)
|
|
(62,229
|
)
|
|
(52,304
|
)
|
||||
Loss per share(1):
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
(0.08
|
)
|
|
(0.34
|
)
|
|
(0.41
|
)
|
|
(0.34
|
)
|
(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.
|
|
December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
202,688
|
|
|
$
|
192,083
|
|
|
$
|
25,655
|
|
|
$
|
—
|
|
|
$
|
420,426
|
|
Property and equipment, net
|
—
|
|
|
869,150
|
|
|
10,882
|
|
|
—
|
|
|
880,032
|
|
|||||
Intercompany notes and accounts receivable and investment in subsidiaries
|
2,107,092
|
|
|
1,226,433
|
|
|
87,435
|
|
|
(3,420,960
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
16,885
|
|
|
10,455
|
|
|
—
|
|
|
27,340
|
|
|||||
TOTAL ASSETS
|
$
|
2,309,780
|
|
|
$
|
2,304,551
|
|
|
$
|
134,427
|
|
|
$
|
(3,420,960
|
)
|
|
$
|
1,327,798
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
35,233
|
|
|
$
|
101,594
|
|
|
$
|
17,656
|
|
|
$
|
—
|
|
|
$
|
154,483
|
|
Long-term debt and capital leases, less current portion
|
961,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
961,700
|
|
|||||
Intercompany notes and accounts payable
|
1,162,648
|
|
|
2,731,926
|
|
|
125,565
|
|
|
(4,020,139
|
)
|
|
—
|
|
|||||
Deferred tax liabilities
|
3,658
|
|
|
15,159
|
|
|
(4,565
|
)
|
|
—
|
|
|
14,252
|
|
|||||
Other long-term liabilities
|
6,267
|
|
|
50,229
|
|
|
577
|
|
|
—
|
|
|
57,073
|
|
|||||
Equity
|
140,274
|
|
|
(594,357
|
)
|
|
(4,806
|
)
|
|
599,179
|
|
|
140,290
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,309,780
|
|
|
$
|
2,304,551
|
|
|
$
|
134,427
|
|
|
$
|
(3,420,960
|
)
|
|
$
|
1,327,798
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
39,020
|
|
|
$
|
341,188
|
|
|
$
|
53,587
|
|
|
$
|
—
|
|
|
$
|
433,795
|
|
Property and equipment, net
|
—
|
|
|
1,128,776
|
|
|
106,482
|
|
|
—
|
|
|
1,235,258
|
|
|||||
Goodwill
|
—
|
|
|
578,358
|
|
|
4,381
|
|
|
—
|
|
|
582,739
|
|
|||||
Intercompany notes and accounts receivable and investment in subsidiaries
|
3,170,874
|
|
|
1,426,160
|
|
|
42,352
|
|
|
(4,639,386
|
)
|
|
—
|
|
|||||
Other assets
|
—
|
|
|
56,664
|
|
|
14,307
|
|
|
—
|
|
|
70,971
|
|
|||||
TOTAL ASSETS
|
$
|
3,209,894
|
|
|
$
|
3,531,146
|
|
|
$
|
221,109
|
|
|
$
|
(4,639,386
|
)
|
|
$
|
2,322,763
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
$
|
22,046
|
|
|
$
|
192,079
|
|
|
$
|
27,733
|
|
|
$
|
—
|
|
|
$
|
241,858
|
|
Long-term debt and capital leases, less current portion
|
737,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
737,691
|
|
|||||
Intercompany notes and accounts payable
|
1,162,648
|
|
|
2,696,051
|
|
|
123,810
|
|
|
(3,982,509
|
)
|
|
—
|
|
|||||
Deferred tax liabilities
|
228,199
|
|
|
398
|
|
|
(134
|
)
|
|
(69
|
)
|
|
228,394
|
|
|||||
Other long-term liabilities
|
1,264
|
|
|
55,182
|
|
|
311
|
|
|
—
|
|
|
56,757
|
|
|||||
Equity
|
1,058,046
|
|
|
587,436
|
|
|
69,389
|
|
|
(656,808
|
)
|
|
1,058,063
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
3,209,894
|
|
|
$
|
3,531,146
|
|
|
$
|
221,109
|
|
|
$
|
(4,639,386
|
)
|
|
$
|
2,322,763
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
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
|
)
|
|||||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
INCOME (LOSS) ATTRIBUTABLE TO KEY
|
$
|
161,866
|
|
|
$
|
(977,600
|
)
|
|
$
|
(101,834
|
)
|
|
$
|
(133
|
)
|
|
$
|
(917,701
|
)
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,325,670
|
|
|
$
|
125,262
|
|
|
$
|
(23,596
|
)
|
|
$
|
1,427,336
|
|
Direct operating expense
|
—
|
|
|
979,018
|
|
|
90,584
|
|
|
(9,951
|
)
|
|
1,059,651
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
187,676
|
|
|
13,062
|
|
|
—
|
|
|
200,738
|
|
|||||
General and administrative expense
|
941
|
|
|
239,276
|
|
|
23,054
|
|
|
(13,625
|
)
|
|
249,646
|
|
|||||
Impairment expense
|
—
|
|
|
92,489
|
|
|
28,687
|
|
|
—
|
|
|
121,176
|
|
|||||
Operating loss
|
(941
|
)
|
|
(172,789
|
)
|
|
(30,125
|
)
|
|
(20
|
)
|
|
(203,875
|
)
|
|||||
Interest expense, net of amounts capitalized
|
54,195
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
54,227
|
|
|||||
Other (income) expense, net
|
(1,976
|
)
|
|
666
|
|
|
2,276
|
|
|
43
|
|
|
1,009
|
|
|||||
Loss before income taxes
|
(53,160
|
)
|
|
(173,455
|
)
|
|
(32,433
|
)
|
|
(63
|
)
|
|
(259,111
|
)
|
|||||
Income tax benefit
|
68,883
|
|
|
10,551
|
|
|
1,179
|
|
|
(130
|
)
|
|
80,483
|
|
|||||
Net income (loss)
|
15,723
|
|
|
(162,904
|
)
|
|
(31,254
|
)
|
|
(193
|
)
|
|
(178,628
|
)
|
|||||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
INCOME (LOSS) ATTRIBUTABLE TO KEY
|
$
|
15,723
|
|
|
$
|
(162,904
|
)
|
|
$
|
(31,254
|
)
|
|
$
|
(193
|
)
|
|
$
|
(178,628
|
)
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,494,683
|
|
|
$
|
161,536
|
|
|
$
|
(64,543
|
)
|
|
$
|
1,591,676
|
|
Direct operating expense
|
—
|
|
|
1,046,376
|
|
|
118,028
|
|
|
(49,942
|
)
|
|
1,114,462
|
|
|||||
Depreciation and amortization expense
|
—
|
|
|
214,334
|
|
|
10,963
|
|
|
—
|
|
|
225,297
|
|
|||||
General and administrative expense
|
1,077
|
|
|
202,599
|
|
|
33,336
|
|
|
(15,259
|
)
|
|
221,753
|
|
|||||
Operating income (loss)
|
(1,077
|
)
|
|
31,374
|
|
|
(791
|
)
|
|
658
|
|
|
30,164
|
|
|||||
Interest expense, net of amounts capitalized
|
55,747
|
|
|
(606
|
)
|
|
63
|
|
|
—
|
|
|
55,204
|
|
|||||
Other (income) expense, net
|
(3,616
|
)
|
|
(1,126
|
)
|
|
316
|
|
|
3,623
|
|
|
(803
|
)
|
|||||
Income (loss) before income taxes
|
(53,208
|
)
|
|
33,106
|
|
|
(1,170
|
)
|
|
(2,965
|
)
|
|
(24,237
|
)
|
|||||
Income tax (expense) benefit
|
(13,385
|
)
|
|
15,456
|
|
|
993
|
|
|
—
|
|
|
3,064
|
|
|||||
Net income (loss)
|
(66,593
|
)
|
|
48,562
|
|
|
(177
|
)
|
|
(2,965
|
)
|
|
(21,173
|
)
|
|||||
Income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
595
|
|
|
—
|
|
|
595
|
|
|||||
INCOME (LOSS) ATTRIBUTABLE TO KEY
|
$
|
(66,593
|
)
|
|
$
|
48,562
|
|
|
$
|
(772
|
)
|
|
$
|
(2,965
|
)
|
|
$
|
(21,768
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayment 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 costs
|
(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 used in 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
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
(in thousands)
|
|||||||||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
158,707
|
|
|
$
|
5,461
|
|
|
$
|
—
|
|
|
$
|
164,168
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(154,952
|
)
|
|
(6,687
|
)
|
|
—
|
|
|
(161,639
|
)
|
|||||
Payment of accrued acquisition cost of the 51% noncontrolling interest in AlMansoori Key Energy Services LLC
|
—
|
|
|
(5,100
|
)
|
|
—
|
|
|
—
|
|
|
(5,100
|
)
|
|||||
Intercompany notes and accounts
|
—
|
|
|
(18,892
|
)
|
|
—
|
|
|
18,892
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
19,899
|
|
|
—
|
|
|
—
|
|
|
19,899
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(159,045
|
)
|
|
(6,687
|
)
|
|
18,892
|
|
|
(146,840
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of long-term debt
|
(3,573
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,573
|
)
|
|||||
Proceeds from borrowings on revolving credit facility
|
260,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260,000
|
|
|||||
Repayments on revolving credit facility
|
(275,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275,000
|
)
|
|||||
Repurchases of common stock
|
(2,245
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,245
|
)
|
|||||
Intercompany notes and accounts
|
18,892
|
|
|
—
|
|
|
—
|
|
|
(18,892
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
(1,240
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,240
|
)
|
|||||
Net cash used in financing activities
|
(3,166
|
)
|
|
—
|
|
|
—
|
|
|
(18,892
|
)
|
|
(22,058
|
)
|
|||||
Effect of changes in exchange rates on cash
|
—
|
|
|
—
|
|
|
3,728
|
|
|
—
|
|
|
3,728
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(3,166
|
)
|
|
(338
|
)
|
|
2,502
|
|
|
—
|
|
|
(1,002
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
23,115
|
|
|
788
|
|
|
4,403
|
|
|
—
|
|
|
28,306
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
19,949
|
|
|
$
|
450
|
|
|
$
|
6,905
|
|
|
$
|
—
|
|
|
$
|
27,304
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
Parent
Company
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
222,364
|
|
|
$
|
6,279
|
|
|
$
|
—
|
|
|
$
|
228,643
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(157,443
|
)
|
|
(6,694
|
)
|
|
—
|
|
|
(164,137
|
)
|
|||||
Acquisition of the 50% noncontrolling interest in Geostream
|
—
|
|
|
(14,600
|
)
|
|
—
|
|
|
—
|
|
|
(14,600
|
)
|
|||||
Intercompany notes and accounts
|
—
|
|
|
(68,597
|
)
|
|
—
|
|
|
68,597
|
|
|
—
|
|
|||||
Other investing activities, net
|
—
|
|
|
17,856
|
|
|
—
|
|
|
—
|
|
|
17,856
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(222,784
|
)
|
|
(6,694
|
)
|
|
68,597
|
|
|
(160,881
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repayments of capital lease obligations
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
|||||
Proceeds from borrowings on revolving credit facility
|
220,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,000
|
|
|||||
Repayments on revolving credit facility
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|||||
Payment of deferred financing cost
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
Repurchases of common stock
|
(3,196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,196
|
)
|
|||||
Intercompany notes and accounts
|
68,597
|
|
|
—
|
|
|
—
|
|
|
(68,597
|
)
|
|
—
|
|
|||||
Other financing activities, net
|
(1,834
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,834
|
)
|
|||||
Net cash used in financing activities
|
(16,502
|
)
|
|
(393
|
)
|
|
—
|
|
|
(68,597
|
)
|
|
(85,492
|
)
|
|||||
Effect of changes in exchange rates on cash
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
|||||
Net decrease in cash and cash equivalents
|
(16,502
|
)
|
|
(813
|
)
|
|
(328
|
)
|
|
—
|
|
|
(17,643
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
39,617
|
|
|
1,601
|
|
|
4,731
|
|
|
—
|
|
|
45,949
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
23,115
|
|
|
$
|
788
|
|
|
$
|
4,403
|
|
|
$
|
—
|
|
|
$
|
28,306
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
|
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/ R
ICHARD
J. A
LARIO
|
|
Chief Executive Officer
|
Richard J. Alario
|
|
(Principal Executive Officer)
|
|
|
|
/s/ J. M
ARSHALL
D
ODSON
|
|
Senior Vice President and Chief Financial Officer
|
J. Marshall Dodson
|
|
(Principal Financial Officer)
|
|
|
|
/s/ M
ARK
A. C
OX
|
|
Vice President and Controller
|
Mark A. Cox
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ L
YNN
R. C
OLEMAN
|
|
Director
|
Lynn R. Coleman
|
|
|
|
|
|
/s/ K
EVIN
P. C
OLLINS
|
|
Director
|
Kevin P. Collins
|
|
|
|
|
|
/s/ W
ILLIAM
D. F
ERTIG
|
|
Director
|
William D. Fertig
|
|
|
|
|
|
/s/ W. P
HILLIP
M
ARCUM
|
|
Director
|
W. Phillip Marcum
|
|
|
|
|
/s/ R
ALPH
S. M
ICHAEL
, III
|
|
Director
|
Ralph S. Michael, III
|
|
|
|
|
|
/s/ W
ILLIAM
F. O
WENS
|
|
Director
|
William F. Owens
|
|
|
|
|
|
/s/ R
OBERT
K. R
EEVES
|
|
Director
|
Robert K. Reeves
|
|
|
|
|
|
/s/ M
ARK
H. R
OSENBERG
|
|
Director
|
Mark H. Rosenberg
|
|
|
|
|
|
/s/ A
RLENE
M. Y
OCUM
|
|
Director
|
Arlene M. Yocum
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Articles of Restatement of Key Energy Services, Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, File No. 001-08038.)
|
|
|
|
3.2
|
|
Unanimous consent of the Board of Directors of Key Energy Services, Inc., dated January 11, 2000, limiting the designation of the additional authorized shares to common stock. (Incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 001-08038.)
|
|
|
|
3.3
|
|
Ninth Amended and Restated By-laws of Key Energy Services, Inc. as amended through August 21, 2015 (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on August 24, 2015, File No. 001-08038.)
|
|
|
|
4.1.1
|
|
Indenture, dated as of March 4, 2011, among Key Energy Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2011, File No. 001-08038.)
|
|
|
|
4.1.2
|
|
First Supplemental Indenture, dated as of March 4, 2011, among Key Energy Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 4, 2011, File No. 001-08038.)
|
|
|
|
4.1.3
|
|
Amended First Supplemental Indenture, dated as of March 8, 2012, by and among Key Energy Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed March 9, 2012, File No. 001-08038.)
|
|
|
|
4.1.4
|
|
Second Supplemental Indenture, dated as of January 17, 2013, among Key Energy Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. (Incorporated by reference to Exhibit 4.2.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
4.1.5
|
|
Form of global note for 6.750% Senior Notes due 2021 (Incorporated by reference from Exhibit A to Exhibit 4.8.)
|
|
|
|
4.1.6
|
|
Form of global note for 6.750% Senior Notes due 2021. (Incorporated by reference from Exhibit A to Rule 144A/Regulation S Appendix to Exhibit 4.1 of the Company's Current Report on Form 8-K filed March 9, 2012, File No. 001-08038.)
|
|
|
|
4.1.7
|
|
Registration Rights Agreement with MHR Group dated July 26, 2012. (Incorporated by reference to Exhibit 4.2.7 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, File No. 001-0838.)
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.1.1†
|
|
Key Energy Services, Inc. 2007 Equity and Cash Incentive Plan. (Incorporated by Reference to Appendix A of the Company’s Schedule 14A Proxy Statement filed on November 1, 2007, File No. 001-08038.)
|
|
|
|
10.1.2†
|
|
Form of Nonstatutory Stock Option Agreement under 2007 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 001-08038.)
|
|
|
|
10.1.3†
|
|
Form of Restricted Stock Award Agreement under 2007 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 16, 2008, File No. 001-08038.)
|
|
|
|
10.2.1†
|
|
Key Energy Services, Inc. 2009 Equity and Cash Incentive Plan. (Incorporated by Reference to Appendix A of the Company’s Schedule 14A Proxy Statement filed on April 16, 2009, File No. 001-08038.)
|
|
|
|
10.2.2†
|
|
Form of Restricted Stock Award Agreement under 2009 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 001-08038.)
|
|
|
|
10.2.3†
|
|
Form of Nonqualified Stock Option Agreement under 2009 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 001-08038.)
|
|
|
|
10.2.4†
|
|
Form of Restricted Stock Unit Award Agreement (Canadian) under 2009 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.2.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.2.5†
|
|
Form of Restricted Stock Unit Award Agreement (Non-Canadian) under 2009 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.2.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.2.6†
|
|
Form of Performance Unit Award Agreement under the Key Energy Services, Inc. 2009 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed January 20, 2012, File No. 001-08038.)
|
|
|
|
10.3†
|
|
Key Energy Services, Inc. 2012 Performance Unit Plan. (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 20, 2012, File No. 001-08038.)
|
|
|
|
10.4.1†
|
|
Key Energy Services, Inc. 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A filed on April 11, 2012, File No. 001-08038.)
|
|
|
|
10.4.2†
|
|
Form of Restricted Stock Award Agreement under 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed January 25, 2013, File No. 001-08038.)
|
|
|
|
10.4.3†
|
|
Form of Performance Unit Award Agreement under 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed January 25, 2013, File No. 001-08038.)
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.4.4†
|
|
Form of Nonstatutory Stock Option Agreement under 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.4.5†
|
|
Form of Restricted Stock Unit Award Agreement (Canadian) under 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.4.6†
|
|
Form of Restricted Stock Unit Award Agreement (Non-Canadian) under 2012 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.5†
|
|
Key Energy Services, Inc. 2013 Performance Unit Plan. (Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-0838.)
|
|
|
|
10.6†
|
|
Restated Employment Agreement, dated effective as of December 31, 2007, among Richard J. Alario, Key Energy Services, Inc. and Key Energy Shared Services, LLC. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 7, 2008, File No. 001-08038.)
|
|
|
|
10.7†
|
|
Key Energy Services, Inc. 2014 Equity and Cash Incentive Plan Performance Unit Award Agreement dated January 30th by and between Richard J. Alario and Key Energy Services, Inc. as revised June 13, 2015. (Incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q file on August 3, 2015, File No. 001-08038.)
|
|
|
|
10.8†
|
|
Employment Agreement dated June 22, 2015 by and between Robert Drummond, Key Energy Services, Inc. and Key Energy Services, LLC (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 22, 2015, File No. 001-08038.)
|
|
|
|
10.9
|
|
Loan and Security Agreement, dated as of June 1, 2015, among Key Energy Services, Inc. and Key Energy Services, LLC as the borrowers, certain subsidiaries of the borrowers named as guarantors therein, the financial institutions party thereto from time to time as lenders, Bank of America, N.A., as administrative agent for the lenders, and Bank of America, N.A. and Wells Fargo Bank, national Association, as co-collateral agents for the lenders. (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 2, 2015, File No. 001-08038.)
|
|
|
|
10.10†
|
|
Restated Employment Agreement dated effective as of December 31, 2007, among Kim B. Clarke, Key Energy Services, Inc. and Key Energy Shared Services, LLC (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on January 7, 2008, File No. 001-08038.)
|
|
|
|
10.11†
|
|
Employment Agreement, dated effective as of March 25, 2013, among J. Marshall Dodson and Key Energy Services, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated March 28, 2013, File No. 001-08038.)
|
|
|
|
10.12†
|
|
Form of Amendment to Employment Agreement, in the form executed on March 29, 2010, by and between Key Energy Services, Inc., Key Energy Shared Services, LLC, and each of Richard J. Alario, T.M. Whichard III, Newton W. Wilson III, Kim B. Clarke and Kim R. Frye. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 1, 2010, File No. 001-08038.)
|
|
|
|
10.13
|
|
Key Energy Services, Inc. Clawback Policy. (Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, File No. 001-0838.)
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.14
|
|
Term Loan and Security Agreement, dated as of June 1, 2015, among Key Energy Services, Inc., as borrower, certain subsidiaries of the borrower named as guarantors therein, the financial institutions party thereto from time to time as lenders, Cortland Capital Market Services LLC, as agent for the lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner. (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on June 2, 2015, File No. 001-08038.)
|
|
|
|
10.15
|
|
Twenty-First Amendment to Office Lease, dated May 15, 2014, between Crescent 1301 McKinney, L.P. and Key Energy Services, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 16, 2014 File No. 001-08038.)
|
|
|
|
10.16.1†
|
|
Key Energy Services, Inc. 2014 Equity and Cash Incentive Plan. (Incorporated by reference to Appendix A of the Company's Proxy Statement on Schedule 14A filed on May 7, 2014, File No. 001-08038.)
|
|
|
|
10.16.2†
|
|
Form of Restricted Stock Award Agreement under 2014 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.16.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-08038.)
|
|
|
|
10.16.3†
|
|
Form of Performance Unit Award Agreement under 2014 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.16.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-08038.)
|
|
|
|
10.16.4†
|
|
Form of Director Restricted Stock Unit Agreement under 2014 Equity and Cash Incentive Plan. (Incorporated by reference to Exhibit 10.16.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012, File No. 001-08038.)
|
|
|
|
10.17*
|
|
First Amendment to Loan Agreement dated November 20, 2015 among Key Energy Services, Inc., each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent.
|
|
|
|
10.18*
|
|
Twenty-Second Amendment to Office Lease, dated May 12, 2015, between Crescent 1301 McKinney, L.P. and Key Energy Services, Inc.
|
|
|
|
10.19*
|
|
Twenty-Third Amendment to Office Lease, dated November 20, 2015, between Crescent 1301 McKinney, L.P. and Key Energy Services, Inc.
|
|
|
|
10.20†
|
|
Form of Cash Retention Award Agreement (Incorporated by reference to Exhibit 99.1 of our current report on Form 8-K file February 3, 2016, File No. 001-08038.)
|
|
|
|
10.21
|
|
Letter Agreement Regarding Continued Employment Terms, effective as of August 21, 2015, between Key Energy Services, Inc., Key Energy Services, LLC and Richard J. Alario (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 24, 2015, File No. 001-08038.)
|
|
|
|
10.22†
|
|
Transition Agreement between Key Energy Services, Inc. and Kim B. Clarke dated September 30, 2015. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on October 3, 2015, File No. 001-08038.)
|
|
|
|
21*
|
|
Significant Subsidiaries of the Company.
|
|
|
|
23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Certification of CEO pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. of 2002.
|
|
|
|
31.2*
|
|
Certification of CFO pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Lender
|
Revolver Commitment
|
Total Commitments
|
Bank of America, N.A.
|
$40,000,000.00
|
$40,000,000.00
|
Wells Fargo Bank, National Association
|
$32,700,000.00
|
$32,700,000.00
|
Siemens Financial Services, Inc.
|
$16,150,000.00
|
$16,150,000.00
|
Comerica Bank
|
$7,150,000.00
|
$7,150,000.00
|
Amegy Bank National Association
|
$4,000,000.00
|
$4,000,000.00
|
|
|
$100,000,000.00
|
Premises
[89,758 square feet
of Rentable Square Footage]
|
|||
From
|
Through
|
ANNUAL BASE RENT RATE
PER SQUARE FOOT
|
Monthly
Base Rent
|
July 1, 2016
|
July 31, 2016
|
$0.00*
|
$0.00*
|
August 1, 2016
|
June 30, 2017
|
$28.00
|
$209,435.33
|
July 1, 2017
|
June 30, 2018
|
$28.84
|
$215,718.39
|
July 1, 2018
|
June 30, 2019
|
$29.71
|
$222,225.85
|
July 1, 2019
|
June 30, 2020
|
$30.60
|
$228,882.90
|
July 1, 2020
|
June 30, 2021
|
$31.51
|
$235,689.55
|
July 1, 2021
|
June 30, 2022
|
$32.47
|
$242,870.19
|
July 1, 2022
|
June 30, 2023
|
$33.44
|
$250,125.63
|
July 1, 2023
|
June 30, 2024
|
$34.44
|
$257,605.46
|
July 1, 2024
|
June 30, 2025
|
$35.48
|
$265,384.49
|
July 1, 2025
|
June 30, 2026
|
$36.54
|
$273,313.11
|
July 1, 2026
|
February 28, 2027
|
$37.64
|
$281,540.93
|
Subsidiary/Doing Business As
|
State of
Incorporation/Organization
|
Advanced Measurements Inc.
|
Alberta
|
Enconco CJSC
|
Russian Federation
|
Geostream Drilling, LLC
|
Russian Federation
|
Geostream Services Group, LLC
|
Russian Federation
|
Geostream Vostok, LLC
|
Russian Federation
|
GK Drilling Leasing Company Ltd.
|
Cyprus
|
Key Energy Mexico, LLC
|
Delaware
|
Key Energy Services de Mexico S. De R.L. de C.V.
|
Mexico
|
Key Energy Services, LLC
|
Texas
|
Leader, LLC
|
Russian Federation
|
Recursos Omega, S. de R.L. de C.V.
|
Mexico
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ R
ICHARD
J. A
LARIO
|
|
|
Richard J. Alario,
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
|
/
S
/ J. M
ARSHALL
D
ODSON
|
|
|
J. Marshall Dodson
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
/
S
/ R
ICHARD
J. A
LARIO
|
Richard J. Alario,
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
|
/
S
/ J. M
ARSHALL
D
ODSON
|
J. Marshall Dodson
|
Senior Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|