e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2006
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From to
Commission File No. 0-20310
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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75-2379388 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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1105 Peters Road |
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Harvey, Louisiana
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70058 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (504) 362-4321
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate
by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The number of shares of the registrants common stock outstanding on November 1, 2006 was
79,831,733.
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Quarterly Report on Form 10-Q for
the Quarterly Period Ended September 30, 2006
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 2006 and December 31, 2005
(in thousands, except share data)
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9/30/06 |
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12/31/05 |
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(Unaudited) |
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(Audited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
111,882 |
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$ |
54,457 |
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Accounts receivable, net |
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269,110 |
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196,365 |
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Current portion of notes receivable |
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14,558 |
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2,364 |
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Prepaid insurance and other |
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60,651 |
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51,116 |
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Total current assets |
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456,201 |
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304,302 |
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Property, plant and equipment, net |
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661,633 |
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534,962 |
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Goodwill, net |
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224,807 |
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220,064 |
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Notes receivable |
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16,524 |
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29,483 |
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Equity-method investments |
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62,586 |
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953 |
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Other assets, net |
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12,900 |
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7,486 |
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Total assets |
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$ |
1,434,651 |
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$ |
1,097,250 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
48,862 |
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$ |
42,035 |
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Accrued expenses |
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104,639 |
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69,926 |
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Income taxes payable |
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74,397 |
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11,353 |
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Fair value of commodity derivative instruments |
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10,792 |
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Current portion of decommissioning liabilities |
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25,067 |
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14,268 |
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Current maturities of long-term debt |
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810 |
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810 |
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Total current liabilities |
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253,775 |
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149,184 |
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Deferred income taxes |
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101,125 |
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97,987 |
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Decommissioning liabilities |
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96,826 |
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107,641 |
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Long-term debt |
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311,801 |
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216,596 |
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Other long-term liabilities |
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3,617 |
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1,468 |
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Stockholders equity: |
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Preferred stock of $.01 par value. Authorized, 5,000,000 shares; none issued |
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Common stock of $.001 par value. Authorized, 125,000,000 shares; issued
and outstanding, 79,829,021 shares at September 30, 2006, and 79,499,927
shares at December 31, 2005 |
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80 |
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79 |
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Additional paid in capital |
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434,213 |
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428,507 |
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Accumulated other comprehensive income (loss), net |
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6,457 |
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(4,916 |
) |
Retained earnings |
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226,757 |
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100,704 |
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Total stockholders equity |
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667,507 |
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524,374 |
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Total liabilities and stockholders equity |
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$ |
1,434,651 |
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$ |
1,097,250 |
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See accompanying notes to consolidated financial statements.
3
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2006 and 2005
(in thousands, except per share data)
(unaudited)
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Three Months |
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Nine Months |
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2006 |
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2005 |
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2006 |
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2005 |
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Oilfield service and rental revenues |
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$ |
252,309 |
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$ |
162,337 |
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$ |
687,441 |
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$ |
470,151 |
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Oil and gas revenues |
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38,208 |
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21,764 |
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87,304 |
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77,197 |
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Total revenues |
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290,517 |
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184,101 |
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774,745 |
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547,348 |
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Cost of oilfield services and rentals |
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109,525 |
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90,029 |
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304,066 |
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243,203 |
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Cost of oil and gas sales |
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19,562 |
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11,368 |
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52,469 |
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35,264 |
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Total cost of services, rentals and sales |
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129,087 |
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101,397 |
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356,535 |
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278,467 |
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Depreciation, depletion, amortization and accretion |
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28,831 |
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22,883 |
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77,473 |
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68,860 |
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General and administrative expenses |
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44,385 |
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37,583 |
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122,124 |
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103,133 |
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Reduction in value of assets |
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3,244 |
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3,244 |
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Gain on sale of liftboats |
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3,269 |
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Income from operations |
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88,214 |
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18,994 |
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218,613 |
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96,913 |
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Other income (expense): |
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Interest expense, net |
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(5,989 |
) |
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(5,437 |
) |
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(16,389 |
) |
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(16,530 |
) |
Interest income |
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1,255 |
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739 |
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3,477 |
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1,470 |
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Loss on early extinguishment of debt |
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(12,596 |
) |
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Earnings from equity-method investments, net |
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2,704 |
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558 |
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3,852 |
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1,336 |
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Reduction in value of equity-method investment |
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(1,250 |
) |
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Income before income taxes |
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86,184 |
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14,854 |
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196,957 |
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81,939 |
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Income taxes |
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31,026 |
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5,496 |
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70,904 |
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30,318 |
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Net income |
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$ |
55,158 |
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$ |
9,358 |
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$ |
126,053 |
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$ |
51,621 |
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Basic earnings per share |
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$ |
0.69 |
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$ |
0.12 |
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$ |
1.58 |
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$ |
0.66 |
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Diluted earnings per share |
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$ |
0.68 |
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$ |
0.12 |
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$ |
1.55 |
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$ |
0.65 |
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Weighted average common shares used
in computing earnings per share: |
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Basic |
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79,824 |
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78,707 |
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79,754 |
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|
77,936 |
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Incremental common shares from stock options |
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1,480 |
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1,441 |
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1,442 |
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|
1,467 |
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Incremental common shares from restricted
stock units |
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36 |
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20 |
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36 |
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20 |
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Diluted |
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81,340 |
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80,168 |
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81,232 |
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79,423 |
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See accompanying notes to consolidated financial statements.
4
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2006 and 2005
(in thousands)
(unaudited)
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2006 |
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2005 |
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Cash flows from operating activities: |
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Net income |
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$ |
126,053 |
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$ |
51,621 |
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Adjustments to reconcile net income to net cash provided
by operating activities: |
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Depreciation, depletion, amortization and accretion |
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77,473 |
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|
68,860 |
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Deferred income taxes |
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(1,085 |
) |
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|
(2,748 |
) |
Reduction in value of assets |
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|
3,244 |
|
Stock-based compensation expense |
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|
1,776 |
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Earnings from equity-method investments |
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(3,852 |
) |
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(1,336 |
) |
Reduction in value of equity-method investment |
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|
1,250 |
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Write-off of debt acquisition costs |
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2,817 |
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Amortization of debt acquisition costs and note discount |
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|
857 |
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|
672 |
|
Gain on sale of liftboats |
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(3,269 |
) |
Changes in operating assets and liabilities, net of acquisitions
and dispositions: |
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Receivables |
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(75,399 |
) |
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(18,330 |
) |
Other net |
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(3,125 |
) |
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|
1,119 |
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Accounts payable |
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|
7,325 |
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|
2,924 |
|
Accrued expenses |
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|
34,318 |
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|
15,884 |
|
Decommissioning liabilities |
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|
(2,255 |
) |
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|
(8,199 |
) |
Income taxes |
|
|
64,142 |
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|
23,871 |
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Net cash provided by operating activities |
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|
229,045 |
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|
135,563 |
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Cash flows from investing activities: |
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Payments for capital expenditures |
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|
(165,064 |
) |
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|
(92,960 |
) |
Acquisitions of oil and gas properties, net of cash acquired |
|
|
(46,631 |
) |
|
|
3,686 |
|
Acquisitions of businesses, net of cash acquired |
|
|
(9,822 |
) |
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|
(6,435 |
) |
Cash contributed to equity-method investment |
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|
(57,781 |
) |
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Cash proceeds from sale of subsidary, net of cash sold |
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|
18,343 |
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|
Cash proceeds from the sale of liftboats, net |
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|
|
19,313 |
|
Other |
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|
(2,542 |
) |
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|
(1,513 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Net cash used in investing activities |
|
|
(263,497 |
) |
|
|
(77,909 |
) |
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|
|
|
|
|
|
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|
|
|
|
|
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|
|
Cash flows from financing activities: |
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|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
295,467 |
|
|
|
|
|
Principal payments on long-term debt |
|
|
(200,405 |
) |
|
|
(8,655 |
) |
Payment of debt acquisition costs |
|
|
(6,516 |
) |
|
|
|
|
Proceeds from exercise of stock options |
|
|
2,631 |
|
|
|
17,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
91,177 |
|
|
|
9,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
700 |
|
|
|
(771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
57,425 |
|
|
|
66,110 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
54,457 |
|
|
|
15,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
111,882 |
|
|
$ |
81,391 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
5
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2006 and 2005
(1) Basis of Presentation
Certain information and footnote disclosures normally in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant to
the rules and regulations of the Securities and Exchange Commission; however, management believes
the disclosures which are made are adequate to make the information presented not misleading.
These financial statements and footnotes should be read in conjunction with the consolidated
financial statements and notes thereto and the Managements Discussion and Analysis of Financial
Condition and Results of Operations for the year ended December 31, 2005 included in Superior
Energy Services, Inc.s Current Report on Form 8-K filed on May 11, 2006 and in the Annual Report
on Form 10-K.
The financial information of Superior Energy Services, Inc. and subsidiaries (the Company) for the
nine months ended September 30, 2006 and 2005 has not been audited. However, in the opinion of
management, all adjustments (which include normal recurring adjustments) necessary to present
fairly the results of operations for the periods presented have been included therein. The results
of operations for the first nine months of the year are not necessarily indicative of the results
of operations that might be expected for the entire year. Certain previously reported amounts have
been reclassified to conform to the 2006 presentation.
(2) Stock-Based and Long-Term Compensation
The Company maintains various stock incentive plans, including the 2005 Stock Incentive Plan (2005
Incentive Plan), the 2002 Stock Incentive Plan (2002 Incentive Plan), the 1999 Stock Incentive Plan
(1999 Incentive Plan) and the 1995 Stock Incentive Plan (1995 Incentive Plan), as amended. These
plans provide long-term incentives to the Companys key employees, including officers and
directors, consultants and advisers (Eligible Participants). Under the 2005 Incentive Plan, the
2002 Incentive Plan, the 1999 Incentive Plan and the 1995 Incentive Plan, the Company may grant
incentive stock options, non-qualified stock options, restricted stock, restricted stock units,
stock appreciation rights, other stock-based awards or any combination thereof to Eligible
Participants for up to 4,000,000 shares, 1,400,000 shares, 5,929,327 shares and 1,900,000 shares,
respectively, of the Companys common stock. The Compensation Committee of the Companys Board of
Directors establishes the term and the exercise price of any stock options granted under the 2005
Incentive Plan and the 2002 Incentive Plan, provided the exercise price may not be less than the
fair value of the common share on the date of grant. All of the options which have been granted
under the 1995 Incentive Plan, the 1999 Incentive Plan and the 2002 Incentive Plan were
fully-vested by September 30, 2006.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No.
123(R) (FAS No. 123R), Share-Based Payment (as amended) which requires that compensation costs
relating to share-based payment transactions be recognized in the financial statements. The cost
is measured at the grant date, based on the calculated fair value of the award, and is recognized
as an expense over the employees requisite service period (generally the vesting period of the
equity award). The Company is using the modified prospective application method and, accordingly,
financial statement amounts for prior periods presented in this Form 10-Q have not been restated to
reflect the fair value method of recognizing compensation costs relating to non-qualified stock
options. Prior to January 1, 2006, the Company followed the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 (FAS No. 123), Accounting for Stock-Based
Compensation using the measurement principles prescribed in Accounting Principles Boards Opinion
No. 25, Accounting for Stock Issued to Employees. No stock-based compensation costs were
recognized for stock options in net income prior to January 1, 2006, as all options granted had an
exercise price equal to the market value of the underlying common stock on the date of the grant.
Stock compensation costs from the grant of restricted stock, restricted stock units, and
performance share units were expensed as incurred.
6
Stock Options
The Company has granted non-qualified stock options under its stock incentive plans. The options
generally vest in equal installments over three years and expire in ten years. Non-vested options
are generally forfeited upon termination of employment. On February 23, 2006, the Company granted
212,600 non-qualified stock options from its 2005 Incentive Plan under these same terms.
Beginning January 1, 2006, the Company began recognizing compensation expense for stock option
grants based on the fair value at the date of grant using the Black-Scholes-Merton option pricing
model. With the adoption of FAS No. 123R, the Company has contracted a third party to assist in
the valuation of option grants. The Company uses historical data, among other factors, to estimate
the expected price volatility, the expected option life and the expected forfeiture rate. The
risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the
expected life of the option. The following table presents the fair value of stock option grants
made during the nine months ended September 30, 2006 and 2005 and the related assumptions used to
calculate the fair value (no stock option grants were made during the three months ended September
30, 2006 or 2005):
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Actual |
|
|
Pro Forma |
|
Weighted-average fair value of grants |
|
$ |
11.58 |
|
|
$ |
7.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Black-Scholes-Merton Assumptions: |
|
|
|
|
|
|
|
|
Risk free interest rate |
|
|
4.57 |
% |
|
|
3.85 |
% |
Expected life (years) |
|
|
5.1 |
|
|
|
5.7 |
|
Volatility |
|
|
45.42 |
% |
|
|
38.91 |
% |
Dividend yield |
|
|
|
|
|
|
|
|
The Companys compensation expense related to stock options for the nine months ended September 30,
2006 was approximately $0.6 million, which is reflected in general and administrative expenses. No
compensation expense related to options was recorded during the nine months ended September 30,
2005.
The pro forma data presented below show the effects of stock option costs had they been expensed in
prior periods (amounts are in thousands, except per share amounts):
7
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2005 |
|
Net income, as reported |
|
$ |
9,358 |
|
|
$ |
51,621 |
|
Stock-based employee compensation
expense, net of tax |
|
|
(2,057 |
) |
|
|
(2,363 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
7,301 |
|
|
$ |
49,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
Earnings, as reported |
|
$ |
0.12 |
|
|
$ |
0.66 |
|
Stock-based employee compensation
expense, net of tax |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma earnings per share |
|
$ |
0.09 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
Earnings, as reported |
|
$ |
0.12 |
|
|
$ |
0.65 |
|
Stock-based employee compensation
expense, net of tax |
|
|
(0.03 |
) |
|
|
(0.03 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma earnings per share |
|
$ |
0.09 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
The following table summarizes stock option activity for the nine months ended September 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Weighted |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Number of |
|
|
Average |
|
|
Contractual |
|
|
Value (in |
|
|
|
Options |
|
|
Option Price |
|
|
Term (in years) |
|
|
thousands) |
|
Outstanding at December 31, 2005 |
|
|
3,893,633 |
|
|
$ |
11.44 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
212,600 |
|
|
$ |
24.99 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(227,651 |
) |
|
$ |
11.56 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(18,917 |
) |
|
$ |
16.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2006 |
|
|
3,859,665 |
|
|
$ |
12.15 |
|
|
|
7.1 |
|
|
$ |
54,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2006 |
|
|
3,647,065 |
|
|
$ |
11.40 |
|
|
|
7.0 |
|
|
$ |
54,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options expected to vest |
|
|
212,600 |
|
|
$ |
11.58 |
|
|
|
9.4 |
|
|
$ |
270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the
difference between the Companys closing stock price on September 30, 2006 and the option price,
multiplied by the number of in-the-money options) that would have been received by the option
holders if all the options had been exercised on September 30, 2006. The Company expects all of
its remaining non-vested options to vest as they are primarily held by its officers and senior
managers.
The total intrinsic value of options exercised during the nine months ended September 30, 2006 (the
difference between the stock price upon exercise and the option price) was approximately $3.6
million. The Company received approximately $2.6 million during the nine months ended September
30, 2006 from employee stock option exercises. The Company expects to reduce its future tax
payments by approximately $1.3 million as the result of the intrinsic value of options exercised
during the nine months ended September 30, 2006. In accordance with Statement 123R, the Company
will report the excess tax benefits from the exercise of stock options as financing cash flows when
income tax payments are made during the fourth quarter of 2006.
8
The following table summarizes non-vested stock option activity for the nine months ended September
30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant-Date |
|
|
|
Options |
|
|
Fair Value |
|
Non-vested at December 31, 2005 |
|
|
133,912 |
|
|
$ |
3.63 |
|
Granted |
|
|
212,600 |
|
|
$ |
11.58 |
|
Vested |
|
|
(133,245 |
) |
|
$ |
3.64 |
|
Forfeited |
|
|
(667 |
) |
|
$ |
3.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at September 30, 2006 |
|
|
212,600 |
|
|
$ |
11.58 |
|
|
|
|
|
|
|
|
As of September 30, 2006, there was approximately $2.0 million of unrecognized compensation expense
related to non-vested stock options outstanding. The Company expects to recognize approximately
$0.2 million, $0.8 million, $0.8 million and $0.2 million of compensation expense during the
remainder of 2006, the years 2007, 2008 and 2009, respectively, for these non-vested stock options
outstanding.
Restricted Stock
During the nine months ended September 30, 2006, the Company granted 104,643 shares of restricted
stock to its employees. These shares of restricted stock vest in equal annual installments over
three years. Non-vested shares are generally forfeited upon the termination of employment. Holders
of the shares of restricted stock are entitled to all rights of a shareholder of the Company with
respect to the restricted stock, including the right to vote the shares and receive all dividends
and other distributions declared thereon. Compensation expense associated with shares of
restricted stock is measured based on the grant-date fair value of our common stock and is
recognized on a straight-line basis over the vesting period. The Companys compensation expense
related to shares of restricted stock outstanding for the nine months ended September 30, 2006 was
approximately $0.6 million, which is reflected in general and administrative expenses.
A summary of the status of the shares of restricted stock for the nine months ended September 30,
2006 is presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Number of |
|
|
Average Grant |
|
|
|
Shares |
|
|
Date Fair Value |
|
Non-vested at December 31, 2005 |
|
|
24,000 |
|
|
$ |
22.24 |
|
Granted |
|
|
104,643 |
|
|
$ |
25.02 |
|
Vested |
|
|
(9,000 |
) |
|
$ |
22.55 |
|
Forfeited |
|
|
(3,200 |
) |
|
$ |
24.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at September 30, 2006 |
|
|
116,443 |
|
|
$ |
24.64 |
|
|
|
|
|
|
|
|
As of September 30, 2006, there was approximately $2.2 million of unrecognized compensation expense
related to non-vested restricted stock shares. The Company expects to recognize approximately $0.3
million, $1.0 million, $0.8 million and $0.1 million during the remainder of 2006, the years 2007,
2008 and 2009, respectively, for these shares of non-vested restricted stock.
9
Restricted Stock Units
In May 2006, the Companys stockholders approved the Amended and Restated 2004 Directors Restricted
Stock Units Plan. The amended plan provides that each non-employee director is granted a number of
restricted stock units having an aggregate value of $100,000, with the exact number of units
determined by dividing $100,000 by the fair market value of the Companys common stock on the day
of the annual stockholders meeting. In addition, upon the initial election or appointment of any
non-employee director, other than at an annual stockholders meeting, such person will receive a
number of restricted stock units based on the number of full calendar months between the date of
grant and the first anniversary of the previous annual stockholders meeting. A restricted stock
unit represents the right to receive from the Company, within 30 days of the date the participant
ceases to serve on the Board, one share of the Companys common stock. As a result of this plan,
36,137 restricted stock units are outstanding at September 30, 2006. The Companys expense related
to restricted stock units for the nine months ended September 30, 2006 and 2005 was approximately
$0.7 million and $0.1 million, respectively, which is reflected in general and administrative
expenses.
A summary of the activity of restricted stock units for the nine months ended September 30, 2006 is
presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Weighted |
|
|
|
Restricted |
|
|
Average Grant |
|
|
|
Stock Units |
|
|
Date Fair Value |
|
Outstanding at December 31, 2005 |
|
|
19,998 |
|
|
$ |
12.38 |
|
Granted |
|
|
16,139 |
|
|
$ |
30.98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2006 |
|
|
36,137 |
|
|
$ |
20.69 |
|
|
|
|
|
|
|
|
Performance Share Units
The
Company awards performance share units (PSUs) to its employees as part of the Companys
long-term incentive program. There is a 3-year performance period associated with each PSU grant
date. The two performance measures applicable to all participants are the Companys return on
invested capital and total shareholder return relative to those of the Companys pre-defined peer
group. The PSUs provide for settlement in cash or up to 50% in equivalent value in Company common
stock, if the participant has met specified continued service requirements. At September 30, 2006
there were 64,462 PSUs outstanding (31,250 and 33,212 related to the 3-year performance periods
ending December 31, 2007 and 2008, respectively). The Companys compensation expense related to all
outstanding PSUs for the nine months ended September 30, 2006 and 2005 was approximately $1.7
million and $0.5 million, respectively, which is reflected in general and administrative expenses. At
September 30, 2006, the Company has recorded a liability of approximately $2.8 million for all
outstanding PSUs which is reflected in accrued expenses.
(3) Earnings per Share
Basic earnings per share is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted earnings per share
is computed in the same manner as basic earnings per share except that the denominator is increased
to include the number of additional common shares that could have been outstanding assuming the
exercise of stock options that would have a dilutive effect on earnings per share and the
conversion of restricted stock units into common stock using the treasury stock method.
(4) Acquisitions and Dispositions
In July 2006, Coldren Resources LP (Coldren Resources) completed the acquisition from Noble Energy,
Inc. (Noble) of substantially all of Nobles offshore Gulf of Mexico shallow water oil and gas
properties. SPN Resources, LLC, a wholly-owned subsidiary of the Company (SPN Resources), acquired
a 40% interest in Coldren
10
Resources for an initial cash investment of $57.7 million. The Companys
investment in Coldren Resources is accounted for under the equity-method of accounting. Amounts
included in the pro forma information below do not include general and administrative expenses
associated with the oil and gas properties acquired from Noble.
In the second quarter of 2006, the Company acquired two businesses for an aggregate purchase price
of approximately $9.8 million in cash consideration in order to expand the housing units offered by
its rental tools segment into Wyoming and expand the snubbing services offered by its well
intervention segment in Australia. These acquisitions have been accounted for as purchases, and
the acquired assets and liabilities have been valued at their estimated fair value. The results of
operations have been included from the acquisition date.
In April 2006, SPN Resources acquired additional oil and gas properties through the acquisition of
five offshore Gulf of Mexico leases. Under the terms of the transaction, the Company acquired the
properties and assumed the related decommissioning liabilities. The Company paid cash in the
amount of $46.6 million and preliminarily recorded decommissioning liabilities of approximately
$3.7 million and oil and gas producing assets of approximately $50.3 million.
In February 2006, the Company sold its subsidiary, Environmental Treatment Team, L.L.C. (ETT), for
approximately $18.7 million in cash. The Company reduced the net asset value of ETT by $3.8 million
in 2005 to its approximate sales price. For the nine months ended September 30, 2006 and 2005,
revenue from ETT was approximately $4.6 million and $21.1 million, respectively, and operating
loss was approximately $3,000 and $687,000, respectively.
In 2005, the Company acquired a business for a purchase price of approximately $1.3 million in cash
consideration in order to geographically expand the snubbing services offered by its well
intervention segment. The results of operations have been included from the acquisition date.
Also in 2005, SPN Resources acquired additional oil and gas properties through the acquisition of
three offshore Gulf of Mexico leases. Under the terms of the transaction, the Company acquired the
properties and assumed the related
decommissioning liabilities. The Company received $3.7 million in cash and will invoice the
sellers at agreed upon prices as the decommissioning activities (abandonment and structure removal)
are completed. The Company recorded notes receivable of approximately $2.4 million,
decommissioning liabilities of $11.5 million and oil and gas producing assets were recorded at
their estimated fair value of $5.4 million.
The following unaudited pro forma information for the three and nine months ended September 30,
2006 and 2005 presents a summary of the consolidated results of operations as if the business
acquisitions and dispositions described above had occurred on January 1, 2005, with pro forma
adjustments to give effect to depreciation, depletion and certain other adjustments, together with
related income tax effects (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
290,517 |
|
|
$ |
183,604 |
|
|
$ |
775,571 |
|
|
$ |
542,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,827 |
|
|
$ |
20,501 |
|
|
$ |
144,804 |
|
|
$ |
78,337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.71 |
|
|
$ |
0.26 |
|
|
$ |
1.82 |
|
|
$ |
1.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.70 |
|
|
$ |
0.26 |
|
|
$ |
1.78 |
|
|
$ |
0.99 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above pro forma information is not necessarily indicative of the results of operations that
would have been achieved had the acquisitions and dispositions been effected on January 1, 2005.
Several of the Companys prior business acquisitions have required future payments based upon a
multiple of the acquired business future earnings before interest, income taxes, depreciation and
amortization. As of September 30, 2006, the maximum additional contingent consideration payable was
approximately $2.4 million, and will be
11
determined and payable through 2008. These amounts are not
classified as liabilities under generally accepted accounting principles and are not reflected in
the Companys financial statements until the amounts are fixed and determinable. The Company does
not have any other financing arrangements that are not required under generally accepted accounting
principles to be reflected in its financial statements. When the amounts are determined, they are
capitalized as part of the purchase price of the related acquisition.
(5) Merger Agreement
In September 2006, the Company entered into a definitive merger agreement to acquire Warrior Energy
Services Corporation (Warrior) for a total estimated purchase price of approximately $319.0
million. The total consideration is composed of cash payments of approximately $175.2 million
($14.50 per share of outstanding Warrior common stock), $133.8 million in equity (approximately 5.3
million shares of Superior common stock, at an exchange ratio of 0.452 of Superior common stock for
each share of Warrior common stock, multiplied by the Superiors share price of $25.39, the average
closing market price per share for the five trading day period beginning two trading days before
the merger announcement date of September 25, 2006), and approximately $10 million of estimated
direct transaction costs. Warrior is a natural gas and oil well services company that provides
wireline and well intervention services to exploration and production companies. Warriors
operations are concentrated in the major onshore and offshore natural gas and oil producing areas
of the U.S. The transaction is subject to customary closing conditions, and is expected to close
in the middle of December 2006.
In connection with the Warrior acquisition, the Company has obtained a commitment for a seven year
$200 million secured term loan to fund the cash portion of the merger consideration and refinance a
portion of Warriors existing debt. The term loan is expected to bear interest, at the Companys
election, at the prime rate plus 50 basis points or
LIBOR plus up to 225 basis points and will be payable in quarterly installments of 0.25% of the initial
term amount for the first six years with the balance due in the seventh year.
(6) Segment Information
Business Segments
Effective as of January 1, 2006, the Company modified its segment disclosure by combining its other
oilfield services segment into the well intervention segment. In February 2006, the Company sold
its environmental subsidiary, which comprised a large part of the other oilfield services segment.
The remaining businesses, which include platform and field management services, environmental
cleaning services and the sale of drilling instrumentation equipment, are impacted by similar
factors that affect the well intervention segment. The combination of the well intervention and
other oilfield services segments better reflects the way management evaluates the
Companys results. The prior year segment presentation has been restated to conform to the current
segment classification.
The Company has four reportable segments: well intervention, rental tools, marine, and oil and gas.
The well intervention segment provides: (1) production related services used to enhance, extend and
maintain oil and gas production, (2) well plug and abandonment services, and (3) other oilfield
services used to support drilling and production operations. Production related services include
mechanical wireline, hydraulic workover and snubbing, well control, coiled tubing, case-hole
logging, pumping and stimulation and wellbore evaluation services. The rental tools segment rents
and sells stabilizers, drill pipe, tubulars and specialized equipment for use with onshore and
offshore oil and gas well drilling, completion, production and workover activities. It also
provides onsite accommodations and bolting and machining services. The marine segment operates
liftboats for production service activities, as well as oil and gas production facility
maintenance, construction operations and platform removals. The oil and gas segment acquires
mature oil and gas properties and produces and sells any remaining economic oil and gas reserves.
Oil and gas eliminations represent products and services provided to the oil and gas segment by the
Companys three other segments.
Summarized financial information concerning the Companys segments for the three and nine months
ended September 30, 2006 and 2005 is shown in the following tables (in thousands):
12
Three Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil & Gas |
|
|
|
|
Well |
|
Rental |
|
|
|
|
|
|
|
|
|
Eliminations |
|
Consolidated |
|
|
Intervention |
|
Tools |
|
Marine |
|
Oil & Gas |
|
& Unallocated |
|
Total |
|
|
|
Revenues |
|
$ |
122,205 |
|
|
$ |
98,262 |
|
|
$ |
36,013 |
|
|
$ |
38,208 |
|
|
$ |
(4,171 |
) |
|
$ |
290,517 |
|
Cost of services, rentals and sales |
|
|
68,438 |
|
|
|
30,786 |
|
|
|
14,472 |
|
|
|
19,562 |
|
|
|
(4,171 |
) |
|
|
129,087 |
|
Depreciation, depletion,
amortization and accretion |
|
|
4,511 |
|
|
|
13,600 |
|
|
|
2,142 |
|
|
|
8,578 |
|
|
|
|
|
|
|
28,831 |
|
General and administrative expense |
|
|
20,428 |
|
|
|
18,776 |
|
|
|
3,231 |
|
|
|
1,950 |
|
|
|
|
|
|
|
44,385 |
|
Income from operations |
|
|
28,828 |
|
|
|
35,100 |
|
|
|
16,168 |
|
|
|
8,118 |
|
|
|
|
|
|
|
88,214 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,989 |
) |
|
|
(5,989 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
286 |
|
|
|
969 |
|
|
|
1,255 |
|
Loss on early extinguishment
of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings in equity method
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,704 |
|
|
|
|
|
|
|
2,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
28,828 |
|
|
$ |
35,100 |
|
|
$ |
16,168 |
|
|
$ |
11,108 |
|
|
$ |
(5,020 |
) |
|
$ |
86,184 |
|
|
|
|
Three Months Ended September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil & Gas |
|
|
|
|
Well |
|
Rental |
|
|
|
|
|
|
|
|
|
Eliminations |
|
Consolidated |
|
|
Intervention |
|
Tools |
|
Marine |
|
Oil & Gas |
|
& Unallocated |
|
Total |
|
|
|
Revenues |
|
$ |
85,848 |
|
|
$ |
61,686 |
|
|
$ |
18,467 |
|
|
$ |
21,764 |
|
|
$ |
(3,664 |
) |
|
$ |
184,101 |
|
Cost of services, rentals and sales |
|
|
59,862 |
|
|
|
21,992 |
|
|
|
11,839 |
|
|
|
11,368 |
|
|
|
(3,664 |
) |
|
|
101,397 |
|
Depreciation, depletion,
amortization and accretion |
|
|
4,589 |
|
|
|
10,970 |
|
|
|
1,987 |
|
|
|
5,337 |
|
|
|
|
|
|
|
22,883 |
|
General and administrative expense |
|
|
19,801 |
|
|
|
13,913 |
|
|
|
2,497 |
|
|
|
1,372 |
|
|
|
|
|
|
|
37,583 |
|
Income from operations |
|
|
1,596 |
|
|
|
14,811 |
|
|
|
2,144 |
|
|
|
3,687 |
|
|
|
|
|
|
|
22,238 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,437 |
) |
|
|
(5,437 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
445 |
|
|
|
739 |
|
Earnings in equity method
investments, net |
|
|
|
|
|
|
558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558 |
|
Reduction in value of investment |
|
|
(1,100 |
) |
|
|
|
|
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
(3,244 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
496 |
|
|
$ |
15,369 |
|
|
$ |
2,144 |
|
|
$ |
1,837 |
|
|
$ |
(4,992 |
) |
|
$ |
14,854 |
|
|
|
|
13
Nine Months Ended September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil & Gas |
|
|
|
|
Well |
|
Rental |
|
|
|
|
|
|
|
|
|
Eliminations |
|
Consolidated |
|
|
Intervention |
|
Tools |
|
Marine |
|
Oil & Gas |
|
& Unallocated |
|
Total |
|
|
|
Revenues |
|
$ |
335,953 |
|
|
$ |
262,629 |
|
|
$ |
100,171 |
|
|
$ |
87,304 |
|
|
$ |
(11,312 |
) |
|
$ |
774,745 |
|
Cost of services, rentals and sales |
|
|
191,793 |
|
|
|
83,307 |
|
|
|
40,278 |
|
|
|
52,469 |
|
|
|
(11,312 |
) |
|
|
356,535 |
|
Depreciation, depletion,
amortization and accretion |
|
|
13,375 |
|
|
|
37,795 |
|
|
|
6,427 |
|
|
|
19,876 |
|
|
|
|
|
|
|
77,473 |
|
General and administrative expense |
|
|
56,566 |
|
|
|
50,525 |
|
|
|
8,816 |
|
|
|
6,217 |
|
|
|
|
|
|
|
122,124 |
|
Income from operations |
|
|
74,219 |
|
|
|
91,002 |
|
|
|
44,650 |
|
|
|
8,742 |
|
|
|
|
|
|
|
218,613 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,389 |
) |
|
|
(16,389 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
888 |
|
|
|
2,589 |
|
|
|
3,477 |
|
Loss on early extinguishment
of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,596 |
) |
|
|
(12,596 |
) |
Earnings in equity method
investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852 |
|
|
|
|
|
|
|
3,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
74,219 |
|
|
$ |
91,002 |
|
|
$ |
44,650 |
|
|
$ |
13,482 |
|
|
$ |
(26,396 |
) |
|
$ |
196,957 |
|
|
|
|
Nine Months Ended September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil & Gas |
|
|
|
|
Well |
|
Rental |
|
|
|
|
|
|
|
|
|
Eliminations |
|
Consolidated |
|
|
Intervention |
|
Tools |
|
Marine |
|
Oil & Gas |
|
& Unallocated |
|
Total |
|
|
|
Revenues |
|
$ |
250,983 |
|
|
$ |
175,435 |
|
|
$ |
56,550 |
|
|
$ |
77,197 |
|
|
$ |
(12,817 |
) |
|
$ |
547,348 |
|
Cost of services, rentals and sales |
|
|
161,382 |
|
|
|
58,403 |
|
|
|
36,235 |
|
|
|
35,264 |
|
|
|
(12,817 |
) |
|
|
278,467 |
|
Depreciation, depletion,
amortization and accretion |
|
|
13,693 |
|
|
|
31,340 |
|
|
|
6,107 |
|
|
|
17,720 |
|
|
|
|
|
|
|
68,860 |
|
General and administrative expense |
|
|
52,452 |
|
|
|
39,534 |
|
|
|
6,712 |
|
|
|
4,435 |
|
|
|
|
|
|
|
103,133 |
|
Gain on sale of liftboats |
|
|
|
|
|
|
|
|
|
|
3,269 |
|
|
|
|
|
|
|
|
|
|
|
3,269 |
|
Income from operations |
|
|
23,456 |
|
|
|
46,158 |
|
|
|
10,765 |
|
|
|
19,778 |
|
|
|
|
|
|
|
100,157 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,530 |
) |
|
|
(16,530 |
) |
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
849 |
|
|
|
621 |
|
|
|
1,470 |
|
Earnings in equity method
investments, net |
|
|
|
|
|
|
1,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,336 |
|
Reduction in value of investment |
|
|
(1,100 |
) |
|
|
(1,250 |
) |
|
|
|
|
|
|
(2,144 |
) |
|
|
|
|
|
|
(4,494 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
22,356 |
|
|
$ |
46,244 |
|
|
$ |
10,765 |
|
|
$ |
18,483 |
|
|
$ |
(15,909 |
) |
|
$ |
81,939 |
|
|
|
|
Identifiable Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well |
|
Rental |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
Intervention |
|
Tools |
|
Marine |
|
Oil & Gas |
|
Unallocated |
|
Total |
|
|
|
September 30, 2006 |
|
$ |
407,699 |
|
|
$ |
504,403 |
|
|
$ |
193,765 |
|
|
$ |
315,912 |
|
|
$ |
12,872 |
|
|
$ |
1,434,651 |
|
|
|
|
December 31, 2005 |
|
$ |
332,996 |
|
|
$ |
405,527 |
|
|
$ |
203,718 |
|
|
$ |
147,667 |
|
|
$ |
7,342 |
|
|
$ |
1,097,250 |
|
|
|
|
14
Geographic Segments
The Company attributes revenue to countries based on the location where services are performed or
the destination of the sale of products. Long-lived assets consist primarily of property, plant
and equipment and are attributed to the United States or other countries based on the physical
location of the asset at the end of a period. The Companys information by geographic area is as
follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
Revenues: |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
United States |
|
$ |
248,822 |
|
|
$ |
159,858 |
|
|
$ |
663,354 |
|
|
$ |
479,485 |
|
Other Countries |
|
|
41,695 |
|
|
|
24,243 |
|
|
|
111,391 |
|
|
|
67,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
290,517 |
|
|
$ |
184,101 |
|
|
$ |
774,745 |
|
|
$ |
547,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
Long-Lived Assets: |
|
2006 |
|
|
2005 |
|
United States |
|
$ |
572,754 |
|
|
$ |
492,602 |
|
Other Countries |
|
|
88,879 |
|
|
|
42,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
661,633 |
|
|
$ |
534,962 |
|
|
|
|
|
|
|
|
(7) Construction Contract
In July 2006, the Company contracted to construct a derrick barge that will be sold to a third
party for approximately $54 million. The contract to construct the derrick barge to the customers
specifications is recorded on the percentage-of-completion method using a milestone-based measure
focused on engineering estimates and manufacturing progress. This method is used because the
Company believes it is the most meaningful measure of the extent of progress toward completion.
This methodology requires the Company to make estimates regarding the progress against the project
schedule and estimated completion date, both of which impact the amount of revenue and gross margin
the Company recognizes in each reporting period. Contract costs primarily include sub-contract and
program management costs. Provisions for anticipated losses will be recorded in full when such
losses become evident. For the three months ended September 30, 2006, the Company recognized
approximately $430,000 of revenues and approximately $154,000 of gross profit on this contract.
Included in accrued expenses at September 30, 2006 is approximately $5.2 million of billings in
excess of costs.
(8) Equity-Method Investments
Investments in entities that are not controlled by the Company, but where the Company has the
ability to exercise influence over the operations are accounted for using the equity-method. The
Companys share of the income or losses of these entities is reflected as earnings in equity-method
investments on its Consolidated Statements of Operations.
In May 2006, SPN Resources acquired a 40% interest in Coldren Resources. In July 2006, Coldren
Resources completed its acquisition of the oil and gas properties from Noble. The Company made
total cash contributions for its equity-method investment of approximately $57.7 million through
September 30, 2006. The Companys equity-method investment balance in Coldren Resources is
approximately $61.6 million at September 30, 2006, and its earnings from the equity-method
investments in Coldren Resources is approximately $2.7 million and $3.8 million for the three and
nine months ended September 30, 2006, respectively. The Company also has a receivable from Coldren
Resources of approximately $1.0 million at September 30, 2006.
Summarized balance sheet and statement of operations information for Coldren Resources is presented
below. (Amounts in thousands.)
15
|
|
|
|
|
|
|
September 30, |
|
Balance Sheet |
|
2006 |
|
Current assets |
|
$ |
129,453 |
|
Property, plant and equipment, net |
|
|
535,057 |
|
Other assets |
|
|
12,667 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
677,177 |
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
13,790 |
|
Decommissioning and other long-term
liabilities |
|
|
93,051 |
|
Long-term debt |
|
|
422,517 |
|
Partners equity |
|
|
147,819 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and partners equity |
|
$ |
677,177 |
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
Ended |
|
|
|
September 30, |
|
Income Statement |
|
2006 |
|
Revenues |
|
$ |
61,458 |
|
Lease operating expenses |
|
|
(17,615 |
) |
Depreciation, depletion, amortization
and accretion |
|
|
(35,874 |
) |
General and administrative expenses |
|
|
(2,837 |
) |
Interest expense |
|
|
(9,915 |
) |
Interest income |
|
|
688 |
|
Gain on derivatives |
|
|
13,679 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
9,584 |
|
|
|
|
|
Also included in equity-method investments is a 50% ownership in a company that owns an airplane of
approximately $1.0 million at September 30, 2006. Earnings from the equity-method investment in
this company were not material for the three and nine months ended September 30, 2006 or 2005.
(9) Debt
The Company has a bank credit facility consisting of a $150 million revolving credit facility, with
an option to increase it to $250 million. Any amounts outstanding under the revolving credit
facility are due on October 31, 2008. At September 30, 2006, the Company had no amounts
outstanding under the bank credit facility, but it had approximately $21.2 million of letters of
credit outstanding, which reduces the borrowing availability under this credit facility. The
credit facility bears interest at a LIBOR rate plus margins that depend on the Companys leverage
ratio. Indebtedness under the credit facility is secured by substantially all of the Companys
assets, including the pledge of the stock of the Companys principal subsidiaries. The credit
facility contains customary events of default and requires that the Company satisfy various
financial covenants. It also limits the Companys capital expenditures, its ability to pay
dividends or make other distributions, make acquisitions, create liens, incur additional
indebtedness or assume additional decommissioning liabilities. The
Company obtained consent from the required
lenders to increase the limitation on the amount of capital expenditures for the fiscal year ending
December 31, 2006. As a result, the Company was in compliance with all such covenants.
The Company has $17 million outstanding at September 30, 2006, in U. S. Government guaranteed
long-term financing under Title XI of the Merchant Marine Act of 1936, which is administered by the
Maritime Administration (MARAD), for two 245-foot class liftboats. The debt bears interest at
6.45% per annum and is
16
payable in equal semi-annual installments of $405,000, on every June 3rd and
December 3rd through June 3, 2027. The Companys obligations are secured by mortgages on the two
liftboats. In accordance with this agreement, the Company is required to comply with certain
covenants and restrictions, including the maintenance of minimum net worth and debt-to-equity
requirements. The Company was in compliance with all such covenants. This
long-term financing ranks equally with the bank credit facility.
In the second quarter of 2006, the Company completed a tender offer for approximately 97.6% of its
$200 million outstanding of 8 7/8% unsecured senior notes due 2011. The cash consideration for the
tender offer was $1,045.63 per $1,000 in aggregate principal amount of senior notes tendered. In
conjunction with the tender offer, the Company also received consents to amend the indenture
pursuant to which the senior notes were issued to eliminate from the indenture substantially all of
the restrictive covenants and certain events of default. After the tender offer was completed, the
Company redeemed the remaining outstanding senior notes in accordance with the indenture at the
redemption price of $1,044.38 per $1,000 of the principal amount redeemed. The Company recognized
a loss on the early extinguishment of debt of approximately $12.6 million, which included the
tender premiums, redemption premiums, fees and expenses and the write-off of the remaining
unamortized debt acquisition costs associated with these notes.
In May 2006, the Company issued $300 million of 6 7/8% unsecured senior notes due 2014. The Company
used the net proceeds to refinance the 8 7/8% senior notes due 2011 and related tender and
redemption premiums, fees and related expenses, and to fund the equity investment in Coldren
Resources. The indenture governing the notes requires semi-annual interest payments, on every June
1st and December 1st through the maturity date of June 1, 2014. The
indenture contains certain covenants that, among other things, restrict the Company from incurring
additional debt, repurchasing capital stock, paying dividends or making other distributions,
incurring liens, selling assets or entering into certain mergers or acquisitions. The Company was in compliance with all such covenants.
(10) Hedging Activities
The Company entered into hedging transactions in 2004 that expired on August 31, 2006 with major
financial institutions to secure a range of commodity prices for a portion of its future oil
production and to reduce its exposure to oil price fluctuations. The Company does not enter into
derivative transactions for trading purposes. Crude oil hedges are settled based on the average of
the reported settlement prices for West Texas Intermediate crude on the New York Mercantile
Exchange (NYMEX) for each month. The Company had used financially-settled crude oil swaps and
zero-cost collars that provided floor and ceiling prices with varying upside price participation.
The Companys swaps and zero-cost collars were designated and accounted for as cash flow hedges.
The Company had not hedged any of its natural gas production.
With a financially-settled swap, the counterparty was required to make a payment to the Company if
the settlement price for any settlement period was below the hedged price for the transaction, and
the Company was required to make a payment to the counterparty if the settlement price for any
settlement period was above the hedged price for the transaction. With a zero-cost collar, the
counterparty was required to make a payment to the Company if the settlement price for any
settlement period was below the floor price of the collar, and the Company was required to make a
payment to the counterparty if the settlement price for any settlement period was above the cap
price for the collar. The Company recognized the fair value of all derivative instruments as
assets or liabilities on the balance sheet. Changes in the fair value of cash flow hedges were
recognized, to the extent the hedge was effective, in other comprehensive income until the hedged
item was settled and recorded in revenue. For the nine months ended September 30, 2006, hedging
settlement payments reduced oil revenues by approximately $13.8 million, and no gains or losses
were recognized due to hedge ineffectiveness.
(11) Decommissioning Liabilities
The Company records estimated future decommissioning liabilities related to its oil and gas
producing properties pursuant to the provisions of Statement of Financial Accounting Standards No.
143 (FAS No. 143), Accounting for Asset Retirement Obligations. FAS No. 143 requires entities to
record the fair value of a liability for an asset retirement obligation (decommissioning
liabilities) in the period in which it is incurred with a corresponding increase in the carrying
amount of the related long-lived asset. Subsequent to initial measurement, the
17
decommissioning
liability is required to be accreted each period to present value. The Companys decommissioning
liabilities consist of costs related to the plugging of wells, the removal of the related
facilities and equipment, and site restoration.
The Company estimates the cost that would be incurred if it contracted an unaffiliated third party
to plug and abandon wells, abandon the pipelines, decommission and remove the platforms and
pipelines and restore the sites of its oil and gas properties, and uses that estimate to record its
proportionate share of the decommissioning liability. In estimating the decommissioning liability,
the Company performs detailed estimating procedures, analysis and engineering studies. Whenever
practical, the Company utilizes its own equipment and labor services to perform well abandonment
and decommissioning work. When the Company performs these services, all recorded intercompany
revenues and related costs of services are eliminated in the consolidated financial statements.
The recorded decommissioning liability associated with a specific property is fully extinguished
when the property is abandoned. The recorded liability is first reduced by all cash expenses
incurred to abandon and decommission the property. If the recorded liability exceeds (or is less
than) the Companys total costs, then the difference is reported as income (or loss) within revenue
during the period in which the work is performed. The Company reviews the adequacy of its
decommissioning liabilities whenever indicators suggest that the estimated cash flows needed to
satisfy the liability have changed materially. The timing and amounts of these expenditures are
estimates, and changes to these estimates may result in additional (or decreased) liabilities
recorded, which in turn would increase (or decrease) the carrying values of the related oil and gas
properties. The Company revised its estimates for the timing of these expenditures during the nine
months ended September 30, 2006, which caused a reduction in the decommissioning liability of
approximately $4.9 million. The following table summarizes the activity for the Companys
decommissioning liabilities for the nine months ended September 30, 2006 and 2005 (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Total decommissioning liabilities at December 31,
2005 and 2004, respectively |
|
$ |
121,909 |
|
|
$ |
114,018 |
|
Liabilities acquired and incurred |
|
|
3,554 |
|
|
|
11,494 |
|
Liabilities settled |
|
|
(2,255 |
) |
|
|
(8,199 |
) |
Accretion |
|
|
3,609 |
|
|
|
3,290 |
|
Revision in estimated liabilities |
|
|
(4,924 |
) |
|
|
(2,873 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total decommissioning liabilities at September 30,
2006 and 2005, respectively |
|
|
121,893 |
|
|
|
117,730 |
|
Current portion of decommissioning liabilities at
September 30,
2006 and 2005, respectively |
|
|
25,067 |
|
|
|
10,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of decommissioning liabilities
at September 30,
2006 and 2005, respectively |
|
$ |
96,826 |
|
|
$ |
107,646 |
|
|
|
|
|
|
|
|
(12) Notes Receivable
Notes receivable consist primarily of contractual obligations of sellers of oil and gas properties
to reimburse the Company a specified amount following the abandonment of acquired properties. The
Company invoices the seller specified amounts following the performance of decommissioning
operations (abandonment and structure removal) in accordance with the applicable agreements with
the seller. These receivables are recorded at present value, and the related discounts are
amortized to interest income, based on the expected timing of the decommissioning.
(13) Prepaid Insurance and Other
Prepaid insurance and other includes approximately $20.4 million and $23.9 million in insurance
receivables at September 30, 2006 and December 31, 2005, respectively. The balances are primarily
due to property and casualty insurance claims caused by the impact of Hurricanes Katrina and Rita
on our oil and gas properties, as well as our
18
buildings and equipment. The insurance deductibles
on Hurricanes Katrina and Rita of approximately $1 million were expensed during 2005. All amounts
not expected to be reimbursed by insurance are expensed as incurred.
(14) Other Comprehensive Income
The following tables reconcile the change in accumulated other comprehensive income (loss) for the
three and nine months ended September 30, 2006 and 2005 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Accumulated other comprehensive income (loss), June 30,
2006 and 2005, respectively |
|
$ |
1,104 |
|
|
$ |
(6,865 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
Hedging activities: |
|
|
|
|
|
|
|
|
Adjustment for settled contracts, net of tax of $2,065 in 2006
and $1,294 in 2005 |
|
|
3,516 |
|
|
|
2,203 |
|
Changes in fair value of outstanding hedging positions,
net of tax of $28 in 2006 and ($2,232) in 2005 |
|
|
48 |
|
|
|
(3,800 |
) |
Foreign currency translation adjustment |
|
|
1,789 |
|
|
|
(891 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) |
|
|
5,353 |
|
|
|
(2,488 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss), September 30,
2006 and 2005, respectively |
|
$ |
6,457 |
|
|
$ |
(9,353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Accumulated other comprehensive (loss) income, December 31,
2005 and 2004, respectively |
|
$ |
(4,916 |
) |
|
$ |
2,884 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
Hedging activities: |
|
|
|
|
|
|
|
|
Adjustment for settled contracts, net of tax of $5,124 in 2006
and $2,397 in 2005 |
|
|
8,726 |
|
|
|
4,080 |
|
Changes in fair value of outstanding hedging positions,
net of tax of ($1,131) in 2006 and ($7,929) in 2005 |
|
|
(1,927 |
) |
|
|
(13,499 |
) |
Foreign currency translation adjustment |
|
|
4,574 |
|
|
|
(2,818 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) |
|
|
11,373 |
|
|
|
(12,237 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss), September 30,
2006 and 2005, respectively |
|
$ |
6,457 |
|
|
$ |
(9,353 |
) |
|
|
|
|
|
|
|
(15) Commitments and Contingencies
From time to time, the Company is involved in litigation and other disputes arising out of
operations in the normal course of business. In managements opinion, the Company is not involved
in any litigation or disputes, the outcome of which would have a material effect on the financial
position, results of operations or liquidity of the Company.
19
(16) Accounting Pronouncements
In February 2006, the Financial Accounting Standards Board issued its Statement of Financial
Accounting Standards No. 155 (FAS No. 155), Accounting for Certain Hybrid Financial Instruments
an amendment of FASB Statements No. 133 and 140. FAS No. 155 simplifies accounting for certain
hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that
contains an embedded derivative that otherwise would require bifurcation and eliminates a
restriction on the passive derivative instruments that a qualifying special-purpose entity may
hold. FAS No. 155 is effective for all financial instruments acquired, issued or subject to a
remeasurement (new basis) event occurring after the beginning of an entitys first fiscal year that
begins after September 15, 2006. The Company does not expect the adoption of FAS No. 155 to have
any impact on its results of operations or financial position.
In March 2006, the Financial Accounting Standards Board issued its Statement of Financial
Accounting Standards No. 156 (FAS No. 156), Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140. FAS No. 156 establishes, among other things, the accounting
for all separately recognized servicing assets and servicing liabilities by requiring that all
separately recognized servicing assets and servicing liabilities be initially measured at fair
value, if practicable. FAS No. 156 is effective as of the beginning of an entitys first fiscal
year that
begins after September 15, 2006. The adoption of FAS No. 156 will have no impact on the Companys
results of operations or financial position.
In July 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN No.
48), Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109.
FIN No. 48 provides guidance on measurement and recognition in accounting for income tax
uncertainties and also requires expanded financial statement disclosure. This interpretation is
effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating
the impact, if any, that FIN No. 48 will have on its results of operations and financial position.
In September 2006, the Financial Accounting Standards Board issued its Statement of Financial
Accounting Standards No. 157 (FAS No. 157), Fair Value Measurements. FAS No. 157 establishes a
framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. FAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the
impact that FAS No. 157 will have on its results of operations and financial position.
(17) Financial Information Related to Guarantor Subsidiaries
In May 2006, SESI, L.L.C. (Issuer), a wholly-owned subsidiary of Superior Energy Services, Inc.
(Parent), issued $300 million of 6 7/8% Senior Notes due 2014 at 98.489%. The Parent, along with
substantially all of its subsidiaries, fully and unconditionally guaranteed the Senior Notes and
such guarantees are joint and several. All of the guarantor subsidiaries are wholly-owned
subsidiaries of the Issuer. Income taxes are paid by the Parent through a consolidated tax return
and are accounted for by the Parent. The following tables present the condensed consolidating
financial statements as of September 30, 2006 and December 31, 2005 and for the three and nine
months ended September 30, 2006 and 2005.
20
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
September 30, 2006
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
78,496 |
|
|
$ |
19,389 |
|
|
$ |
13,997 |
|
|
$ |
|
|
|
$ |
111,882 |
|
Accounts receivable, net |
|
|
|
|
|
|
2,646 |
|
|
|
244,579 |
|
|
|
35,440 |
|
|
|
(13,555 |
) |
|
|
269,110 |
|
Current portion of notes receivable |
|
|
|
|
|
|
|
|
|
|
14,558 |
|
|
|
|
|
|
|
|
|
|
|
14,558 |
|
Prepaid insurance and other |
|
|
18 |
|
|
|
7,362 |
|
|
|
50,528 |
|
|
|
2,743 |
|
|
|
|
|
|
|
60,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
18 |
|
|
|
88,504 |
|
|
|
329,054 |
|
|
|
52,180 |
|
|
|
(13,555 |
) |
|
|
456,201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
|
|
|
|
|
600,885 |
|
|
|
60,748 |
|
|
|
|
|
|
|
661,633 |
|
Goodwill, net |
|
|
|
|
|
|
|
|
|
|
199,267 |
|
|
|
25,540 |
|
|
|
|
|
|
|
224,807 |
|
Notes receivable |
|
|
|
|
|
|
|
|
|
|
16,524 |
|
|
|
|
|
|
|
|
|
|
|
16,524 |
|
Equity-method investments |
|
|
124,271 |
|
|
|
190,443 |
|
|
|
61,615 |
|
|
|
971 |
|
|
|
(314,714 |
) |
|
|
62,586 |
|
Other assets, net |
|
|
|
|
|
|
12,444 |
|
|
|
340 |
|
|
|
116 |
|
|
|
|
|
|
|
12,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
124,289 |
|
|
$ |
291,391 |
|
|
$ |
1,207,685 |
|
|
$ |
139,555 |
|
|
$ |
(328,269 |
) |
|
$ |
1,434,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
341 |
|
|
$ |
44,233 |
|
|
$ |
17,843 |
|
|
$ |
(13,555 |
) |
|
$ |
48,862 |
|
Accrued expenses |
|
|
438 |
|
|
|
26,596 |
|
|
|
68,740 |
|
|
|
8,865 |
|
|
|
|
|
|
|
104,639 |
|
Income taxes payable |
|
|
72,358 |
|
|
|
|
|
|
|
|
|
|
|
2,039 |
|
|
|
|
|
|
|
74,397 |
|
Current portion of decommissioning
liabilities |
|
|
|
|
|
|
|
|
|
|
25,067 |
|
|
|
|
|
|
|
|
|
|
|
25,067 |
|
Current maturities of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
|
|
|
|
|
|
|
810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
72,796 |
|
|
|
26,937 |
|
|
|
138,040 |
|
|
|
29,557 |
|
|
|
(13,555 |
) |
|
|
253,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
97,455 |
|
|
|
|
|
|
|
|
|
|
|
3,670 |
|
|
|
|
|
|
|
101,125 |
|
Decommissioning liabilities |
|
|
|
|
|
|
|
|
|
|
96,826 |
|
|
|
|
|
|
|
|
|
|
|
96,826 |
|
Long-term debt |
|
|
|
|
|
|
295,610 |
|
|
|
|
|
|
|
16,191 |
|
|
|
|
|
|
|
311,801 |
|
Intercompany payables/(receivables) |
|
|
(338,156 |
) |
|
|
35,214 |
|
|
|
459,503 |
|
|
|
26,529 |
|
|
|
(183,090 |
) |
|
|
|
|
Other long-term liabilities |
|
|
|
|
|
|
3,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock of $.01 par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock of $.001 par value |
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
(101 |
) |
|
|
80 |
|
Additional paid in capital |
|
|
434,213 |
|
|
|
127,173 |
|
|
|
|
|
|
|
4,350 |
|
|
|
(131,523 |
) |
|
|
434,213 |
|
Accumulated other comprehensive
income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,457 |
|
|
|
|
|
|
|
6,457 |
|
Retained earnings (deficit) |
|
|
(142,099 |
) |
|
|
(197,160 |
) |
|
|
513,316 |
|
|
|
52,700 |
|
|
|
|
|
|
|
226,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
292,194 |
|
|
|
(69,987 |
) |
|
|
513,316 |
|
|
|
63,608 |
|
|
|
(131,624 |
) |
|
|
667,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
124,289 |
|
|
$ |
291,391 |
|
|
$ |
1,207,685 |
|
|
$ |
139,555 |
|
|
$ |
(328,269 |
) |
|
$ |
1,434,651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
December 31, 2005
(in thousands)
(audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
21,414 |
|
|
$ |
19,421 |
|
|
$ |
13,622 |
|
|
$ |
|
|
|
$ |
54,457 |
|
Accounts receivable, net |
|
|
|
|
|
|
3,748 |
|
|
|
180,670 |
|
|
|
23,332 |
|
|
|
(11,385 |
) |
|
|
196,365 |
|
Current portion of notes receivable |
|
|
|
|
|
|
|
|
|
|
2,364 |
|
|
|
|
|
|
|
|
|
|
|
2,364 |
|
Prepaid insurance and other |
|
|
|
|
|
|
3,039 |
|
|
|
46,237 |
|
|
|
1,840 |
|
|
|
|
|
|
|
51,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
28,201 |
|
|
|
248,692 |
|
|
|
38,794 |
|
|
|
(11,385 |
) |
|
|
304,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
|
|
|
|
|
481,265 |
|
|
|
53,697 |
|
|
|
|
|
|
|
534,962 |
|
Goodwill, net |
|
|
|
|
|
|
|
|
|
|
196,696 |
|
|
|
23,368 |
|
|
|
|
|
|
|
220,064 |
|
Notes receivable |
|
|
|
|
|
|
|
|
|
|
29,483 |
|
|
|
|
|
|
|
|
|
|
|
29,483 |
|
Equity-method investments |
|
|
124,271 |
|
|
|
203,083 |
|
|
|
|
|
|
|
953 |
|
|
|
(327,354 |
) |
|
|
953 |
|
Other assets, net |
|
|
|
|
|
|
6,390 |
|
|
|
553 |
|
|
|
543 |
|
|
|
|
|
|
|
7,486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
124,271 |
|
|
$ |
237,674 |
|
|
$ |
956,689 |
|
|
$ |
117,355 |
|
|
$ |
(338,739 |
) |
|
$ |
1,097,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
$ |
821 |
|
|
$ |
34,790 |
|
|
$ |
17,809 |
|
|
$ |
(11,385 |
) |
|
$ |
42,035 |
|
Accrued expenses |
|
|
269 |
|
|
|
17,300 |
|
|
|
46,025 |
|
|
|
6,332 |
|
|
|
|
|
|
|
69,926 |
|
Income taxes payable |
|
|
9,917 |
|
|
|
|
|
|
|
|
|
|
|
1,436 |
|
|
|
|
|
|
|
11,353 |
|
Fair value of commodity derivative
instruments |
|
|
|
|
|
|
|
|
|
|
10,792 |
|
|
|
|
|
|
|
|
|
|
|
10,792 |
|
Current portion of decommissioning
liabilities |
|
|
|
|
|
|
|
|
|
|
14,268 |
|
|
|
|
|
|
|
|
|
|
|
14,268 |
|
Current maturities of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
|
|
|
|
|
|
|
810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
10,186 |
|
|
|
18,121 |
|
|
|
105,875 |
|
|
|
26,387 |
|
|
|
(11,385 |
) |
|
|
149,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
95,196 |
|
|
|
|
|
|
|
|
|
|
|
2,791 |
|
|
|
|
|
|
|
97,987 |
|
Decommissioning liabilities |
|
|
|
|
|
|
|
|
|
|
107,641 |
|
|
|
|
|
|
|
|
|
|
|
107,641 |
|
Long-term debt |
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
16,596 |
|
|
|
|
|
|
|
216,596 |
|
Intercompany payables/(receivables) |
|
|
(332,937 |
) |
|
|
31,751 |
|
|
|
467,362 |
|
|
|
29,554 |
|
|
|
(195,730 |
) |
|
|
|
|
Other long-term liabilities |
|
|
|
|
|
|
1,458 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
1,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock of $.01 par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock of $.001 par value |
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
(101 |
) |
|
|
79 |
|
Additional paid in capital |
|
|
428,507 |
|
|
|
127,173 |
|
|
|
|
|
|
|
4,350 |
|
|
|
(131,523 |
) |
|
|
428,507 |
|
Accumulated other comprehensive
income (loss), net |
|
|
|
|
|
|
|
|
|
|
(6,799 |
) |
|
|
1,883 |
|
|
|
|
|
|
|
(4,916 |
) |
Retained earnings (deficit) |
|
|
(76,760 |
) |
|
|
(140,829 |
) |
|
|
282,600 |
|
|
|
35,693 |
|
|
|
|
|
|
|
100,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
351,826 |
|
|
|
(13,656 |
) |
|
|
275,801 |
|
|
|
42,027 |
|
|
|
(131,624 |
) |
|
|
524,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
124,271 |
|
|
$ |
237,674 |
|
|
$ |
956,689 |
|
|
$ |
117,355 |
|
|
$ |
(338,739 |
) |
|
$ |
1,097,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Three Months Ended September 30, 2006
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Oilfield service and rental revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
224,102 |
|
|
$ |
35,186 |
|
|
$ |
(6,979 |
) |
|
$ |
252,309 |
|
Oil and gas revenues |
|
|
|
|
|
|
|
|
|
|
38,208 |
|
|
|
|
|
|
|
|
|
|
|
38,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
262,310 |
|
|
|
35,186 |
|
|
|
(6,979 |
) |
|
|
290,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of oilfield services and rentals |
|
|
|
|
|
|
|
|
|
|
99,044 |
|
|
|
17,460 |
|
|
|
(6,979 |
) |
|
|
109,525 |
|
Cost of oil and gas sales |
|
|
|
|
|
|
|
|
|
|
19,562 |
|
|
|
|
|
|
|
|
|
|
|
19,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of services, rentals and sales |
|
|
|
|
|
|
|
|
|
|
118,606 |
|
|
|
17,460 |
|
|
|
(6,979 |
) |
|
|
129,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and
accretion |
|
|
|
|
|
|
|
|
|
|
26,031 |
|
|
|
2,800 |
|
|
|
|
|
|
|
28,831 |
|
General and administrative expenses |
|
|
118 |
|
|
|
13,312 |
|
|
|
27,408 |
|
|
|
3,547 |
|
|
|
|
|
|
|
44,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
(118 |
) |
|
|
(13,312 |
) |
|
|
90,265 |
|
|
|
11,379 |
|
|
|
|
|
|
|
88,214 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
(5,537 |
) |
|
|
(178 |
) |
|
|
(274 |
) |
|
|
|
|
|
|
(5,989 |
) |
Interest income |
|
|
|
|
|
|
768 |
|
|
|
409 |
|
|
|
78 |
|
|
|
|
|
|
|
1,255 |
|
Earnings in equity-method
investments, net |
|
|
|
|
|
|
|
|
|
|
2,701 |
|
|
|
3 |
|
|
|
|
|
|
|
2,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
(118 |
) |
|
|
(18,081 |
) |
|
|
93,197 |
|
|
|
11,186 |
|
|
|
|
|
|
|
86,184 |
|
Income taxes |
|
|
28,240 |
|
|
|
|
|
|
|
|
|
|
|
2,786 |
|
|
|
|
|
|
|
31,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(28,358 |
) |
|
$ |
(18,081 |
) |
|
$ |
93,197 |
|
|
$ |
8,400 |
|
|
$ |
|
|
|
$ |
55,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Three Months Ended September 30, 2005
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Oilfield service and rental revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
147,734 |
|
|
$ |
22,120 |
|
|
$ |
(7,517 |
) |
|
$ |
162,337 |
|
Oil and gas revenues |
|
|
|
|
|
|
|
|
|
|
21,764 |
|
|
|
|
|
|
|
|
|
|
|
21,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
169,498 |
|
|
|
22,120 |
|
|
|
(7,517 |
) |
|
|
184,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of oilfield services and rentals |
|
|
|
|
|
|
|
|
|
|
86,207 |
|
|
|
11,339 |
|
|
|
(7,517 |
) |
|
|
90,029 |
|
Cost of oil and gas sales |
|
|
|
|
|
|
|
|
|
|
11,368 |
|
|
|
|
|
|
|
|
|
|
|
11,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of services, rentals and sales |
|
|
|
|
|
|
|
|
|
|
97,575 |
|
|
|
11,339 |
|
|
|
(7,517 |
) |
|
|
101,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and
accretion |
|
|
|
|
|
|
|
|
|
|
20,864 |
|
|
|
2,019 |
|
|
|
|
|
|
|
22,883 |
|
General and administrative expenses |
|
|
105 |
|
|
|
8,173 |
|
|
|
26,923 |
|
|
|
2,382 |
|
|
|
|
|
|
|
37,583 |
|
Reduction in value of assets |
|
|
|
|
|
|
|
|
|
|
3,244 |
|
|
|
|
|
|
|
|
|
|
|
3,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
(105 |
) |
|
|
(8,173 |
) |
|
|
20,892 |
|
|
|
6,380 |
|
|
|
|
|
|
|
18,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
(5,132 |
) |
|
|
(1 |
) |
|
|
(304 |
) |
|
|
|
|
|
|
(5,437 |
) |
Interest income |
|
|
|
|
|
|
383 |
|
|
|
303 |
|
|
|
53 |
|
|
|
|
|
|
|
739 |
|
Earnings in equity-method
investments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558 |
|
|
|
|
|
|
|
558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
(105 |
) |
|
|
(12,922 |
) |
|
|
21,194 |
|
|
|
6,687 |
|
|
|
|
|
|
|
14,854 |
|
Income taxes |
|
|
3,508 |
|
|
|
|
|
|
|
|
|
|
|
1,988 |
|
|
|
|
|
|
|
5,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(3,613 |
) |
|
$ |
(12,922 |
) |
|
$ |
21,194 |
|
|
$ |
4,699 |
|
|
$ |
|
|
|
$ |
9,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Nine Months Ended September 30, 2006
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Oilfield service and rental revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
620,252 |
|
|
$ |
85,075 |
|
|
$ |
(17,886 |
) |
|
$ |
687,441 |
|
Oil and gas revenues |
|
|
|
|
|
|
|
|
|
|
87,304 |
|
|
|
|
|
|
|
|
|
|
|
87,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
707,556 |
|
|
|
85,075 |
|
|
|
(17,886 |
) |
|
|
774,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of oilfield services and rentals |
|
|
|
|
|
|
|
|
|
|
277,117 |
|
|
|
44,835 |
|
|
|
(17,886 |
) |
|
|
304,066 |
|
Cost of oil and gas sales |
|
|
|
|
|
|
|
|
|
|
52,469 |
|
|
|
|
|
|
|
|
|
|
|
52,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of services, rentals and sales |
|
|
|
|
|
|
|
|
|
|
329,586 |
|
|
|
44,835 |
|
|
|
(17,886 |
) |
|
|
356,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and
accretion |
|
|
|
|
|
|
|
|
|
|
70,511 |
|
|
|
6,962 |
|
|
|
|
|
|
|
77,473 |
|
General and administrative expenses |
|
|
380 |
|
|
|
30,556 |
|
|
|
81,479 |
|
|
|
9,709 |
|
|
|
|
|
|
|
122,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
(380 |
) |
|
|
(30,556 |
) |
|
|
225,980 |
|
|
|
23,569 |
|
|
|
|
|
|
|
218,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
(15,204 |
) |
|
|
(344 |
) |
|
|
(841 |
) |
|
|
|
|
|
|
(16,389 |
) |
Interest income |
|
|
|
|
|
|
2,025 |
|
|
|
1,246 |
|
|
|
206 |
|
|
|
|
|
|
|
3,477 |
|
Loss on early extinguishment of debt |
|
|
|
|
|
|
(12,596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,596 |
) |
Earnings in equity-method
investments, net |
|
|
|
|
|
|
|
|
|
|
3,834 |
|
|
|
18 |
|
|
|
|
|
|
|
3,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
(380 |
) |
|
|
(56,331 |
) |
|
|
230,716 |
|
|
|
22,952 |
|
|
|
|
|
|
|
196,957 |
|
Income taxes |
|
|
64,959 |
|
|
|
|
|
|
|
|
|
|
|
5,945 |
|
|
|
|
|
|
|
70,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(65,339 |
) |
|
$ |
(56,331 |
) |
|
$ |
230,716 |
|
|
$ |
17,007 |
|
|
$ |
|
|
|
$ |
126,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Operations
Nine Months Ended September 30, 2005
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Oilfield service and rental revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
433,710 |
|
|
$ |
51,939 |
|
|
$ |
(15,498 |
) |
|
$ |
470,151 |
|
Oil and gas revenues |
|
|
|
|
|
|
|
|
|
|
77,197 |
|
|
|
|
|
|
|
|
|
|
|
77,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
510,907 |
|
|
|
51,939 |
|
|
|
(15,498 |
) |
|
|
547,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of oilfield services and rentals |
|
|
|
|
|
|
|
|
|
|
231,147 |
|
|
|
27,554 |
|
|
|
(15,498 |
) |
|
|
243,203 |
|
Cost of oil and gas sales |
|
|
|
|
|
|
|
|
|
|
35,264 |
|
|
|
|
|
|
|
|
|
|
|
35,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of services, rentals and sales |
|
|
|
|
|
|
|
|
|
|
266,411 |
|
|
|
27,554 |
|
|
|
(15,498 |
) |
|
|
278,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and
accretion |
|
|
|
|
|
|
|
|
|
|
63,221 |
|
|
|
5,639 |
|
|
|
|
|
|
|
68,860 |
|
General and administrative expenses |
|
|
355 |
|
|
|
21,115 |
|
|
|
74,576 |
|
|
|
7,087 |
|
|
|
|
|
|
|
103,133 |
|
Reduction in value of assets |
|
|
|
|
|
|
|
|
|
|
3,244 |
|
|
|
|
|
|
|
|
|
|
|
3,244 |
|
Gain on sale of liftboats |
|
|
|
|
|
|
|
|
|
|
3,269 |
|
|
|
|
|
|
|
|
|
|
|
3,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
(355 |
) |
|
|
(21,115 |
) |
|
|
106,724 |
|
|
|
11,659 |
|
|
|
|
|
|
|
96,913 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
(15,545 |
) |
|
|
(5 |
) |
|
|
(980 |
) |
|
|
|
|
|
|
(16,530 |
) |
Interest income |
|
|
|
|
|
|
499 |
|
|
|
866 |
|
|
|
105 |
|
|
|
|
|
|
|
1,470 |
|
Earnings in equity-method
investments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,336 |
|
|
|
|
|
|
|
1,336 |
|
Reduction in value of equity-method
investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,250 |
) |
|
|
|
|
|
|
(1,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
(355 |
) |
|
|
(36,161 |
) |
|
|
107,585 |
|
|
|
10,870 |
|
|
|
|
|
|
|
81,939 |
|
Income taxes |
|
|
26,975 |
|
|
|
|
|
|
|
|
|
|
|
3,343 |
|
|
|
|
|
|
|
30,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(27,330 |
) |
|
$ |
(36,161 |
) |
|
$ |
107,585 |
|
|
$ |
7,527 |
|
|
$ |
|
|
|
$ |
51,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2006
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
(65,339 |
) |
|
$ |
(56,331 |
) |
|
$ |
230,716 |
|
|
$ |
17,007 |
|
|
$ |
126,053 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion |
|
|
|
|
|
|
|
|
|
|
70,511 |
|
|
|
6,962 |
|
|
|
77,473 |
|
Deferred income taxes |
|
|
(1,734 |
) |
|
|
|
|
|
|
|
|
|
|
649 |
|
|
|
(1,085 |
) |
Stock-based compensation expense |
|
|
|
|
|
|
1,776 |
|
|
|
|
|
|
|
|
|
|
|
1,776 |
|
Earnings from equity-method investments |
|
|
|
|
|
|
|
|
|
|
(3,834 |
) |
|
|
(18 |
) |
|
|
(3,852 |
) |
Write-off of debt acquisition costs |
|
|
|
|
|
|
2,817 |
|
|
|
|
|
|
|
|
|
|
|
2,817 |
|
Amortization of debt acquisition costs and note
discount |
|
|
|
|
|
|
857 |
|
|
|
|
|
|
|
|
|
|
|
857 |
|
Changes in operating assets and liabilities, net
of acquisitions and dispositions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
|
|
1,103 |
|
|
|
(65,317 |
) |
|
|
(11,185 |
) |
|
|
(75,399 |
) |
Other net |
|
|
(18 |
) |
|
|
(2,692 |
) |
|
|
(962 |
) |
|
|
547 |
|
|
|
(3,125 |
) |
Accounts payable |
|
|
|
|
|
|
(480 |
) |
|
|
8,161 |
|
|
|
(356 |
) |
|
|
7,325 |
|
Accrued expenses |
|
|
169 |
|
|
|
9,296 |
|
|
|
22,605 |
|
|
|
2,248 |
|
|
|
34,318 |
|
Decommissioning liabilities |
|
|
|
|
|
|
|
|
|
|
(2,255 |
) |
|
|
|
|
|
|
(2,255 |
) |
Income taxes |
|
|
63,738 |
|
|
|
|
|
|
|
|
|
|
|
404 |
|
|
|
64,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(3,184 |
) |
|
|
(43,654 |
) |
|
|
259,625 |
|
|
|
16,258 |
|
|
|
229,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for capital expenditures |
|
|
|
|
|
|
|
|
|
|
(154,038 |
) |
|
|
(11,026 |
) |
|
|
(165,064 |
) |
Acquisitions of oil and gas properties, net of cash
acquired |
|
|
|
|
|
|
|
|
|
|
(46,631 |
) |
|
|
|
|
|
|
(46,631 |
) |
Acquisitions of businesses, net of cash acquired |
|
|
|
|
|
|
(9,822 |
) |
|
|
|
|
|
|
|
|
|
|
(9,822 |
) |
Cash contributed to equity method investment |
|
|
|
|
|
|
|
|
|
|
(57,781 |
) |
|
|
|
|
|
|
(57,781 |
) |
Cash proceeds from sale of subsidary, net of cash sold |
|
|
|
|
|
|
18,343 |
|
|
|
|
|
|
|
|
|
|
|
18,343 |
|
Other |
|
|
|
|
|
|
(2,542 |
) |
|
|
|
|
|
|
|
|
|
|
(2,542 |
) |
Intercompany receivables/payables |
|
|
553 |
|
|
|
5,806 |
|
|
|
(1,207 |
) |
|
|
(5,152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
553 |
|
|
|
11,785 |
|
|
|
(259,657 |
) |
|
|
(16,178 |
) |
|
|
(263,497 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
|
|
|
|
295,467 |
|
|
|
|
|
|
|
|
|
|
|
295,467 |
|
Principal payments on long-term debt |
|
|
|
|
|
|
(200,000 |
) |
|
|
|
|
|
|
(405 |
) |
|
|
(200,405 |
) |
Payment of debt acquisition costs |
|
|
|
|
|
|
(6,516 |
) |
|
|
|
|
|
|
|
|
|
|
(6,516 |
) |
Proceeds from exercise of stock options |
|
|
2,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
2,631 |
|
|
|
88,951 |
|
|
|
|
|
|
|
(405 |
) |
|
|
91,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
|
|
|
|
57,082 |
|
|
|
(32 |
) |
|
|
375 |
|
|
|
57,425 |
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
21,414 |
|
|
|
19,421 |
|
|
|
13,622 |
|
|
|
54,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
78,496 |
|
|
$ |
19,389 |
|
|
$ |
13,997 |
|
|
$ |
111,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2005
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Guarantor |
|
|
|
|
|
|
Parent |
|
|
Issuer |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
(27,330 |
) |
|
$ |
(36,161 |
) |
|
$ |
107,585 |
|
|
$ |
7,527 |
|
|
$ |
51,621 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion |
|
|
|
|
|
|
|
|
|
|
63,221 |
|
|
|
5,639 |
|
|
|
68,860 |
|
Deferred income taxes |
|
|
(2,658 |
) |
|
|
|
|
|
|
|
|
|
|
(90 |
) |
|
|
(2,748 |
) |
Reduction in value of assets |
|
|
|
|
|
|
|
|
|
|
3,244 |
|
|
|
|
|
|
|
3,244 |
|
Earnings from equity-method investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,336 |
) |
|
|
(1,336 |
) |
Reduction in value of equity-method investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,250 |
|
Amortization of debt acquisition costs |
|
|
|
|
|
|
672 |
|
|
|
|
|
|
|
|
|
|
|
672 |
|
Gain on sale of liftboats |
|
|
|
|
|
|
|
|
|
|
(3,269 |
) |
|
|
|
|
|
|
(3,269 |
) |
Changes in operating assets and liabilities, net
of acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
|
|
|
|
536 |
|
|
|
(11,114 |
) |
|
|
(7,752 |
) |
|
|
(18,330 |
) |
Other net |
|
|
(18 |
) |
|
|
(1,004 |
) |
|
|
1,051 |
|
|
|
1,090 |
|
|
|
1,119 |
|
Accounts payable |
|
|
|
|
|
|
273 |
|
|
|
(809 |
) |
|
|
3,460 |
|
|
|
2,924 |
|
Accrued expenses |
|
|
186 |
|
|
|
6,261 |
|
|
|
7,204 |
|
|
|
2,233 |
|
|
|
15,884 |
|
Decommissioning liabilities |
|
|
|
|
|
|
|
|
|
|
(8,199 |
) |
|
|
|
|
|
|
(8,199 |
) |
Income taxes |
|
|
22,918 |
|
|
|
|
|
|
|
|
|
|
|
953 |
|
|
|
23,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
(6,902 |
) |
|
|
(29,423 |
) |
|
|
158,914 |
|
|
|
12,974 |
|
|
|
135,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for capital expenditures |
|
|
|
|
|
|
|
|
|
|
(86,621 |
) |
|
|
(6,339 |
) |
|
|
(92,960 |
) |
Acquisitions of oil and gas properties, net of cash
acquired |
|
|
|
|
|
|
|
|
|
|
3,686 |
|
|
|
|
|
|
|
3,686 |
|
Acquisitions of businesses, net of cash acquired |
|
|
|
|
|
|
(6,435 |
) |
|
|
|
|
|
|
|
|
|
|
(6,435 |
) |
Cash proceeds from the sale of liftboats, net |
|
|
|
|
|
|
|
|
|
|
19,313 |
|
|
|
|
|
|
|
19,313 |
|
Other |
|
|
|
|
|
|
(1,313 |
) |
|
|
(200 |
) |
|
|
|
|
|
|
(1,513 |
) |
Intercompany receivables/payables |
|
|
(10,980 |
) |
|
|
94,011 |
|
|
|
(82,511 |
) |
|
|
(520 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(10,980 |
) |
|
|
86,263 |
|
|
|
(146,333 |
) |
|
|
(6,859 |
) |
|
|
(77,909 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments on long-term debt |
|
|
|
|
|
|
(8,250 |
) |
|
|
|
|
|
|
(405 |
) |
|
|
(8,655 |
) |
Proceeds from exercise of stock options |
|
|
17,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
17,882 |
|
|
|
(8,250 |
) |
|
|
|
|
|
|
(405 |
) |
|
|
9,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(771 |
) |
|
|
(771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
|
|
|
|
48,590 |
|
|
|
12,581 |
|
|
|
4,939 |
|
|
|
66,110 |
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
3,548 |
|
|
|
5,173 |
|
|
|
6,560 |
|
|
|
15,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
52,138 |
|
|
$ |
17,754 |
|
|
$ |
11,499 |
|
|
$ |
81,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
Forward-Looking Statements
The following managements discussion and analysis of financial condition and results of operations
contains forward-looking statements which involve risks and uncertainties. All statements other
than statements of historical fact included in this section regarding our financial position and
liquidity, strategic alternatives, future capital needs, business strategies and other plans and
objectives of our management for future operations and activities, are forward-looking statements.
These statements are based on certain assumptions and analyses made by our management in light of
its experience and its perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate under the circumstances. Such
forward-looking statements are subject to uncertainties that could cause our actual results to
differ materially from such statements. Such uncertainties include but are not limited to: the
volatility and cyclicality of the oil and gas industry, including oil and gas prices and the level
of offshore exploration, production and development activity; changes in competitive factors
affecting our operations; risks associated with the acquisition of mature oil and gas properties,
including estimates of recoverable reserves, future oil and gas prices and potential environmental
and plugging and abandonment liabilities; seasonality of the offshore industry in the Gulf of
Mexico and the long-term effects of Hurricanes Katrina and Rita; our dependence on key personnel
and certain customers; operating hazards, including the significant possibility of accidents
resulting in personal injury, property damage or environmental damage; the volatility and risk
associated with oil and gas prices; risks of our growth strategy, including the risks of rapid
growth and the risks inherent in acquiring businesses and mature oil and gas properties; the effect
on our performance of regulatory programs and environmental matters and risks associated with
international expansion, including political and economic uncertainties. These and other
uncertainties related to our business are described in detail in our Annual Report on Form 10-K for
the year ended December 31, 2005. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such expectations will
prove to be correct. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation to update any of
our forward-looking statements for any reason.
Executive Summary
During the third quarter of 2006, we achieved our highest quarterly levels for revenue, income from
operations, net income and diluted earnings per share. Revenue was $290.5 million, income from
operations was $88.2 million and net income was $55.2 million, or $0.68 diluted earnings per share.
Our revenue increased in all geographic market areas in which we compete as compared to the second
quarter of 2006. The largest increase was internationally, where revenue increased approximately
15% due primarily to a significant increase in rental tools revenue in market areas such as Eastern
Canada, West Africa, the Middle East and South America.
In the well intervention segment, revenue was $122.2 million and income from operations was $28.8
million, a 9% and 12% increase, respectively, over the second quarter of 2006. Production-related
activity continued to grow over second quarter levels as we saw increased demand for mechanical
wireline, coiled tubing, and engineering and project management services. Plug and abandonment
activity also increased in the Gulf of Mexico. We were able to increase pricing on plug and
abandonments by approximately 15% since the end of the second quarter. Also, our well control
subsidiary grew primarily due to increased hurricane recovery work, which has included managing
large-scale recovery projects and providing on-site marine and well control engineering services.
In our rental tools segment, revenue was $98.3 million, a 13% increase as compared to the second
quarter of 2006, and income from operations was $35.1 million, a 19% increase over the second
quarter of 2006. The biggest driver was an increase in international demand for stabilizers,
non-magnetic drill collars, accommodations, tubular products and accessories. We experienced
strong demand for accommodations in Trinidad and Mexico. In addition, the accommodations business
benefited from its expansion into the Rocky Mountains, where we made an acquisition during the
second quarter and subsequently added 50 accommodation units to that market area. We saw
meaningful demand increases for drill pipe and accessories in offshore Eastern Canada, South
America, the Middle
29
East, and
West Africa. Finally, demand for stabilizers and non-magnetic drill collars continue to see an
increase in business in domestic land markets, deep water Gulf of Mexico, and international
markets.
In our marine segment, revenue was $36.0 million, and income from operations was $16.2 million, a
6% and 5% increase, respectively, over the first quarter of 2006. Average daily revenue increased
about 5% as compared to the second quarter as we benefited from additional liftboat rate increases
that went into effect toward the end of August. Effective utilization, which is utilization
excluding shipyard days or other idle days due to repairs and maintenance, was 100% across all
liftboat classes in the third quarter, meaning no liftboat was idle for something other than
inspections or repairs. Downtime due to shipyard and repair and maintenance days increased about
35% over the second quarter. The biggest increase was in our 145-155
foot class liftboats, which accounted for
almost 60% of the downtime during the third quarter. We added a refurbished 200-foot class
liftboat to our fleet, giving us five 200-foot class liftboats and 27 total liftboats in our rental
fleet.
Revenue from our oil and gas segment was $38.2 million and income from operations was $8.1 million,
representing a 14% increase in revenue and 48% increase in income from operations over second
quarter 2006 results. Our oil and gas production was about 17% higher than the second quarter of
2006, which helped to offset slightly lower realized oil and gas prices. Third quarter production
was approximately 739,000 barrels of oil equivalent (boe), or about 8,000 boe per day, up from
approximately 636,000 boe, or 7,000 boe per day in the second quarter of 2006. Our average
realized price was $50.58 in the third quarter of 2006 as compared to $52.07 in the second quarter
of 2006. The operating income margin increased to 21% from 16% in the second quarter due to higher
revenue as well as lower operating expenses. In the second quarter, our operating expenses
included $1.3 million in repairs and maintenance expense related to hurricane damage repair work.
Comparison of the Results of Operations for the Three Months Ended September 30, 2006 and
2005
For the three months ended September 30, 2006, our revenues were $290.5 million, resulting in net
income of $55.2 million or $0.68 diluted earnings per share. For the three months ended September
30, 2005, revenues were $184.1 million and net income was $9.4 million or $0.12 diluted earnings
per share. Revenue and gross margin were higher in the well intervention, rental tools and marine
segments as a result of increased production-related projects and drilling activity worldwide, and
demand for repair and recovery services we provide to our Gulf of Mexico customers as the result of
damage caused by hurricanes in 2004 and 2005. These factors resulted in higher utilization and
dayrates for many of our services, liftboats and rental tools. Revenues in our oil and gas segment
were higher due to significantly higher production as the third quarter of 2005 production was
mainly shut-in due to Hurricanes Katrina and Rita.
The following table compares our operating results for the three months ended September 30, 2006
and 2005. Gross margin is calculated by subtracting cost of services from revenue for each of our
four business segments. Oil and gas eliminations represent products and services provided to the
oil and gas segment by the Companys other three segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
Gross Margin |
|
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
% |
|
2005 |
|
% |
|
Change |
|
|
|
|
|
Well Intervention |
|
$ |
122,205 |
|
|
$ |
85,848 |
|
|
$ |
36,357 |
|
|
$ |
53,767 |
|
|
|
44 |
% |
|
$ |
25,986 |
|
|
|
30 |
% |
|
$ |
27,781 |
|
Rental Tools |
|
|
98,262 |
|
|
|
61,686 |
|
|
|
36,576 |
|
|
|
67,476 |
|
|
|
69 |
% |
|
|
39,694 |
|
|
|
64 |
% |
|
|
27,782 |
|
Marine |
|
|
36,013 |
|
|
|
18,467 |
|
|
|
17,546 |
|
|
|
21,541 |
|
|
|
60 |
% |
|
|
6,628 |
|
|
|
36 |
% |
|
|
14,913 |
|
Oil and Gas |
|
|
38,208 |
|
|
|
21,764 |
|
|
|
16,444 |
|
|
|
18,646 |
|
|
|
49 |
% |
|
|
10,396 |
|
|
|
48 |
% |
|
|
8,250 |
|
Less: Oil and Gas
Elim |
|
|
(4,171 |
) |
|
|
(3,664 |
) |
|
|
(507 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
290,517 |
|
|
$ |
184,101 |
|
|
$ |
106,416 |
|
|
$ |
161,430 |
|
|
|
56 |
% |
|
$ |
82,704 |
|
|
|
45 |
% |
|
$ |
78,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following discussion analyzes our results on a segment basis.
30
Well Intervention Segment
Revenue for our well intervention segment was $122.2 million for the three months ended September
30, 2006, as compared to $85.8 million for the same period in 2005. This segments gross margin
percentage increased to 44% for the three months ended September 30, 2006 from 30% for the same
period of 2005. We experienced higher revenue for most of our production-related services,
especially our well control, coiled tubing, pumping and stimulation, mechanical wireline, hydraulic
workover services, and engineering and project management services as production-related activity
improved significantly, especially in the Gulf of Mexico. In addition, revenue increased for our
plug and abandonment services as many customers continued plugging severely damaged wells and
temporarily or permanently plugging other wells to lower their insurance exposure and risk of
damage from any future hurricanes. The third quarter of 2005 was negatively impacted by Hurricanes
Katrina and Rita. Gross margins improved due to higher utilization and dayrates for many of our
services, which generally have high fixed costs.
Rental Tools Segment
Revenue for our rental tools segment for the three months ended September 30, 2006 was $98.3
million, a 59% increase over the same period in 2005. The gross margin percentage slightly
increased to 69% for the three months ended September 30, 2006 from 64% for the same period of
2005. We experienced significant increases in revenue from our stabilizers, on-site
accommodations, drill pipe and accessories, specialty tubulars and drill collars. The increases
are primarily the result of significant increases in activity in the Gulf of Mexico, as well as
our international and domestic land expansion efforts. Our international revenue for the rental
tools segment has increased 69% to approximately $26.7 million for the quarter ended September 30,
2006 over the same period of 2005. Our largest improvements were in the North Sea, South America
and West Africa market areas.
Marine Segment
Our marine segment revenue for the three months ended September 30, 2006 increased 95% over the
same period in 2005 to $36.0 million. The gross margin percentage for the three months ended
September 30, 2006 increased to 60% from 36% for the same period in 2005. The three months ended
September 30, 2006 were characterized by a significant increase in liftboat pricing and utilization
due to higher activity levels resulting from increases in Gulf of Mexico production-related
activity, and ongoing construction and repair work needed as the result of the damage in the Gulf
of Mexico from Hurricanes Katrina and Rita. The third quarter of 2005 was negatively impacted by
down-time due to Hurricanes Katrina and Rita in the Gulf of Mexico. The fleets average dayrate
increased over 84% to approximately $17,500 in the third quarter of 2006 from $9,500 in the third
quarter of 2005. The fleets average utilization increased to approximately 78% for the third
quarter of 2006 from 76% in the same period in 2005.
Oil and Gas Segment
Oil and gas revenues were $38.2 million in the three months ended September 30, 2006, as compared
to $21.8 million in the same period of 2005. In the third quarter of 2006, production was
approximately 739,000 boe, as compared to approximately 427,000 boe in the third quarter of 2005.
Much of the third quarter 2005 production was shut-in beginning in late August of 2005 due to
hurricane damages. The gross margin percentage slightly increased to 49% for the three months
ended September 30, 2006 from 48% for the same period of 2005.
Depreciation, Depletion, Amortization and Accretion
Depreciation, depletion, amortization and accretion increased to $28.8 million in the three months
ended September 30, 2006 from $22.9 million in the same period in 2005. The increase results from
the depreciation associated with our 2006 and 2005 capital expenditures primarily in the rental
tools segment. The increase also results from additional depletion related to significantly higher
production in the third quarter of 2006 as compared to the third quarter of 2005.
31
General and Administrative Expenses
General and administrative expenses increased to $44.4 million for the three months ended September
30, 2006 from $37.6 million for the same period in 2005. This increase was primarily related to
increased bonus expenses due to our improved performance, increased compensation expenses, and
increased expenses related to our geographic expansion, acquisitions and our growth. General and
administrative expenses decreased to 15% of revenue for the three months ended September 30, 2006
from 20% for the same period in 2005.
Comparison of the Results of Operations for the Nine months Ended September 30, 2006 and
2005
For the nine months ended September 30, 2006, our revenues were $774.7 million, resulting in net
income of $126.1 million or $1.55 diluted earnings per share. This net income includes a loss on
early extinguishment of debt of $12.6 million. For the nine months ended September 30, 2005,
revenues were $547.3 million, and net income was $51.6 million or $0.65 diluted earnings per share.
We experienced significantly higher revenues and gross margins for our well intervention, rental
tools and marine segments due to higher pricing and utilization for most products and services
offered. Factors driving our improved performance include higher commodity prices resulting in
additional production and drilling-related activity worldwide, as well as demand for our services
and liftboats that are necessary to assist in repair work needed as the result of the active Gulf
of Mexico hurricane seasons of 2004 and 2005. These increases more than offset the lower gross
margin in the oil and gas segment due to higher operating expenses as the result of damage from
Hurricanes Katrina and Rita.
The following table compares our operating results for the nine months ended September 30, 2006
and 2005. Gross margin is calculated by subtracting cost of services from revenue for each of our
four business segments. Oil and gas eliminations represent products and services provided to the
oil and gas segment by the Companys other three segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
Gross Margin |
|
|
2006 |
|
2005 |
|
Change |
|
2006 |
|
% |
|
2005 |
|
% |
|
Change |
|
|
|
|
|
Well Intervention |
|
$ |
335,953 |
|
|
$ |
250,983 |
|
|
$ |
84,970 |
|
|
$ |
144,160 |
|
|
|
43 |
% |
|
$ |
89,601 |
|
|
|
36 |
% |
|
$ |
54,559 |
|
Rental Tools |
|
|
262,629 |
|
|
|
175,435 |
|
|
|
87,194 |
|
|
|
179,322 |
|
|
|
68 |
% |
|
|
117,032 |
|
|
|
67 |
% |
|
|
62,290 |
|
Marine |
|
|
100,171 |
|
|
|
56,550 |
|
|
|
43,621 |
|
|
|
59,893 |
|
|
|
60 |
% |
|
|
20,315 |
|
|
|
36 |
% |
|
|
39,578 |
|
Oil and Gas |
|
|
87,304 |
|
|
|
77,197 |
|
|
|
10,107 |
|
|
|
34,835 |
|
|
|
40 |
% |
|
|
41,933 |
|
|
|
54 |
% |
|
|
(7,098 |
) |
Less: Oil and Gas
Elim |
|
|
(11,312 |
) |
|
|
(12,817 |
) |
|
|
1,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
774,745 |
|
|
$ |
547,348 |
|
|
$ |
227,397 |
|
|
$ |
418,210 |
|
|
|
54 |
% |
|
$ |
268,881 |
|
|
|
49 |
% |
|
$ |
149,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following discussion analyzes our results on a segment basis.
Well Intervention Segment
Revenue for our well intervention segment was $336.0 million for the nine months ended September
30, 2006, as compared to $251.0 million for the same period in 2005. This segments gross margin
percentage increased to 43% for the nine months ended September 30, 2006 from 36% for the same
period of 2005. We experienced higher revenue for most of our production-related services as
pricing and utilization were higher due to increased production-related activity and
hurricane-related repair work in the Gulf of Mexico. In addition, revenue increased for our plug
and abandonment services as many customers continue to plug severely damaged wells and temporarily
or permanently plug other wells to lower their insurance exposure and risk of damage from any
future hurricanes.
Rental Tools Segment
Revenue for our rental tools segment for the nine months ended September 30, 2006 was $262.6
million, a 50% increase over the same period in 2005. The gross margin percentage increased
slightly to 68% for the three months ended September 30, 2006 from 67% for the same period of 2005.
We experienced significant increases in revenue from our stabilizers, on-site accommodations,
drill pipe and accessories, specialty tubulars and drill collars. The increases are primarily the
result of significant increases in activity in the Gulf of Mexico, domestic land markets, as well
as our international expansion efforts. Our international revenue for the rental tools segment has
increased
32
over 67% to approximately $63.2 million for the nine months ended September 30, 2006 over
the same period of 2005.
Marine Segment
Our marine segment revenue for the nine months ended September 30, 2006 increased 77% over the same
period in 2005 to $100.2 million. The gross margin percentage for the nine months ended September
30, 2006 increased to 60% from 36% for the same period in 2005. The nine months ended September
30, 2006 were characterized by a significant increase in liftboat pricing and utilization due to
higher activity levels resulting from increases in Gulf of Mexico production-related activity and
ongoing construction and repair work needed as the result of the damage in the Gulf of Mexico from
Hurricanes Katrina and Rita. The fleets average dayrate increased over 100% to approximately
$15,800 in the first nine months of 2006 from $7,800 in the same period of 2005. The fleets
average utilization increased to approximately 82% for the nine months ended September 30, 2006
from 75% in the same period in 2005. The nine months ended September 30, 2005 also included five
months of rental activity from the 105-foot and the 120 to 135-foot class liftboats, which were
sold June 1, 2005.
Oil and Gas Segment
Oil and gas revenues were $87.3 million in the nine months ended September 30, 2006, as compared to
$77.2 million in the same period of 2005. In the nine months ended September 30, 2006, production
was approximately 1,730,000 boe, as compared to approximately 1,690,000 boe in the same period of
2005. The gross margin percentage decreased to 40% in the nine months ended September 30, 2006
from 54% in the same period of 2005 due to the shut-in production through April 2006, increased
insurance cost and ongoing repair costs related to Hurricanes Katrina and Rita.
Depreciation, Depletion, Amortization and Accretion
Depreciation, depletion, amortization and accretion increased to $77.5 million in the nine months
ended September 30, 2006 from $68.9 million in the same period in 2005. The increase results from
the depreciation associated with our 2006 and 2005 capital expenditures primarily in the rental
tools segment.
General and Administrative Expenses
General and administrative expenses increased to $122.1 million for the nine months ended September
30, 2006 from $103.1 million for the same period in 2005. This increase was primarily related to
increased bonus expenses due to our improved performance; increased compensation expenses from our
new long-term incentive plan established late in the second quarter of 2005; and increased expenses
related to our geographic expansion, oil and gas acquisitions and our growth. General and
administrative expenses decreased to 16% of revenue for the nine months ended September 30, 2006
from 19% for the same period in 2005.
Liquidity and Capital Resources
In the nine months ended September 30, 2006, we generated net cash from operating activities of
$229.0 million as compared to $135.6 million in the same period of 2005. Our primary liquidity
needs are for working capital, capital expenditures, debt service and acquisitions. Our primary
sources of liquidity are cash flows from operations and borrowings under our revolving credit
facility. We had cash and cash equivalents of $111.9 million at September 30, 2006
compared to $54.5 million at December 31, 2005.
We made $165.1 million of capital expenditures during the nine months ended September 30, 2006, of
which approximately $81.1 million was used to expand and maintain our rental tool equipment
inventory. We also made $29.4 million of capital expenditures in our oil and gas segment and $51.6
million of capital expenditures to expand and maintain the asset base of our well intervention and
marine segments, including $5.9 million related to an anchor handling tug, $20.6 million related to
the completion of our first derrick barge and $3.0 million of progress payments related to the
construction of another derrick barge. In addition, we made $3.0 million of capital expenditures
on construction and improvements to our facilities.
33
During the nine months ending September 30, 2006, we paid $46.6 million to acquire producing oil
and gas properties located on five offshore Gulf of Mexico leases. We also purchased two businesses
in order to expand the housing units offered by our rental tools segment into Wyoming and expand
the snubbing services offered by our well intervention segment in Australia.
We acquired a 40% interest in Coldren Resources which acquired substantially all of Nobles shallow
water Gulf of Mexico oil and gas properties. We have made a total investment in Coldren Resources
of approximately $57.7 million as of September 30, 2006. We do not anticipate additional cash
investments into Coldren Resources.
During the first quarter of 2006, we sold our environmental cleaning subsidiary for approximately
$18.3 million.
On July 27, 2006, we took delivery of an 880-ton derrick barge. The final payment of $13.3 million
was made upon its delivery and acceptance. The derrick barge and related anchor handling tug are
chartered to a third party until October 31, 2007.
In July 2006, we contracted to construct a derrick barge that will be sold to a third party for
approximately $54 million. We expect to take delivery of the derrick barge and sell it to the
third party during the first quarter of 2008. We receive monthly payments from the purchaser in
accordance with the terms of the sales contract. In turn, we issue letters of credit to the
purchaser in equal amounts to guarantee our performance of the contract. We have entered into
fixed-price contracts to construct this second derrick barge and its
880-ton offshore mast crane.
Our payment obligation for the construction of the barge is secured by letters of credit that are
posted upon performance milestones and are payable upon the barges delivery and our acceptance.
The contract for the crane requires periodic progress payments with final payment due upon
completion of the contract. Revenue and cost associated with the sale contract is recorded on the
percentage-of-completion method using a milestone-based measure focused on engineering estimates
and manufacturing progress. This method is used because we believe it is the most meaningful
measure of the extent of progress toward completion. This methodology requires us to make
estimates regarding our progress against the project schedule and estimated completion date, both
of which impact the amount of revenue and gross margin we recognize in each reporting period.
Contract costs mainly include sub-contract and program management costs. Provisions for any
anticipated losses will be recorded in full when such losses become evident. For the three and
nine months ended September 30, 2006, the Company recognized approximately $430,000 of revenues and
approximately $154,000 of gross profit on this contract.
In July 2006, we contracted to construct a third derrick barge to support our decommissioning and
construction operations. We expect to take delivery of this barge in the second quarter of 2008.
We have entered into fixed-price contracts to construct this derrick
barge and its 880-ton offshore
mast crane. Our payment obligation for the construction of the barge is secured by letters of
credit that are posted upon performance milestones and are payable upon the barges delivery and
our acceptance. The contract for the crane requires periodic progress payments with final payment
due upon completion of the contract. We intend to utilize this construction barge to support our
removal projects in the Gulf of Mexico market area for both third party customers and our
subsidiary, SPN Resources.
In September 2006, we entered into a definitive merger agreement to acquire Warrior for a total
estimated purchase price of approximately $319.0 million. The total consideration is comprised of
cash payments of approximately $175.2 million ($14.50 per share of outstanding Warrior common
stock), $133.8 million in equity (approximately 5.3 million shares of our common stock, at an
exchange ratio of 0.452 of our common stock for each share of Warrior common stock, multiplied by
our share price of $25.39, the average closing market price per share for the five trading day
period beginning two trading days before the merger announcement date of September 25, 2006), and
approximately $10 million of estimated direct transaction costs. Warrior is a natural gas and oil
well services company that provides
wireline and well intervention services to exploration and production companies. Warriors
operations are concentrated in the major onshore and offshore natural gas and oil producing areas
of the U.S. The transaction is subject to customary closing
conditions, and is expected to close in the middle of December 2006.
We currently believe that we will make approximately $75 to $80 million of capital expenditures,
excluding acquisitions and targeted asset purchases, during the remaining three months of 2006 to
expand our rental tool asset base and perform workovers on SPN
Resources oil and gas properties. We
believe that our current working capital,
34
cash generated from our operations and availability under
our revolving credit facility will provide sufficient funds for our identified capital projects.
We have a bank credit facility consisting of a $150 million revolving credit facility, with an
option to increase it to $250 million. We are currently in the process of exercising the option to
increase the credit facility to the $250 million to accommodate increasing letters of credit for
the construction of the new derrick barges. Any amounts outstanding under the revolving credit
facility are due on October 31, 2008. At September 30, 2006, we had no amounts outstanding under
the bank credit facility, but we had approximately $21.2 million of letters of credit outstanding,
which reduces the borrowing availability under this credit facility. The credit facility bears
interest at a LIBOR rate plus margins that depend on our leverage ratio. Indebtedness under the
credit facility is secured by substantially all of our assets, including the pledge of the stock
our principal subsidiaries. The credit facility contains customary events of default and requires
that we satisfy various financial covenants. It also limits our capital expenditures, our ability
to pay dividends or make other distributions, make acquisitions, create liens, incur additional
indebtedness or assume additional decommissioning liabilities.
We have $17.0 million outstanding at September 30, 2006 in U. S. Government guaranteed long-term
financing under Title XI of the Merchant Marine Act of 1936, which is administered by the Maritime
Administration (MARAD), for two 245-foot class liftboats. This debt bears an interest rate of
6.45% per annum and is payable in equal semi-annual installments of $405,000 on every June
3rd and December 3rd through June 3, 2027. Our obligations are secured by
mortgages on the two liftboats. This MARAD financing also requires that we comply with certain
covenants and restrictions, including the maintenance of minimum net worth and debt-to-equity
requirements.
In the second quarter of 2006, we completed a tender offer for approximately 97.6% of our $200
million outstanding of 8 7/8% unsecured senior notes due 2011. The cash consideration for the
tender offer was $1,045.63 per $1,000 in aggregate principal amount of senior notes tendered. In
conjunction with the tender offer, we also received consents to amend the indenture pursuant to
which the senior notes were issued to eliminate from the indenture substantially all of the
restrictive covenants and certain events of default. After the tender offer was completed, we
redeemed the remaining outstanding senior notes in accordance with the indenture at the redemption
price of $1,044.38 per $1,000 of the principal amount redeemed. We recognized a loss on the early
extinguishment of debt of approximately $12.6 million, which included the tender premiums,
redemption premiums, fees and expenses and the write-off of the remaining unamortized debt
acquisition costs associated with these notes.
We issued $300 million of 6 7/8% unsecured senior notes due 2014. We used the net proceeds to
refinance the 8 7/8% senior notes due 2011 and related tender and redemption premiums, fees and
related expenses, and to fund the equity investment in Coldren Resources. The indenture governing
the notes requires semi-annual interest payments, on every June 1st and December
1st through the maturity date of June 1, 2014. The indenture contains certain covenants
that, among other things, restrict us from incurring, additional debt, repurchasing capital stock,
paying dividends or making other distributions, incurring liens, selling assets or entering into
certain mergers or acquisitions.
In the third quarter and in connection with the Warrior acquisition, we obtained a commitment for a
seven year $200 million secured term loan to fund the cash portion of the merger consideration and
refinance a portion of Warriors existing debt. The term loan is expected to bear interest, at our
election, at the prime rate plus 50 basis points or LIBOR plus up to 225 basis points and will be payable
in quarterly installments of 0.25% of the initial term amount for the first six years with the
balance due in the seventh year.
The following table summarizes our contractual cash obligations and commercial commitments at
September 30, 2006 (amounts in thousands) for our long-term debt (including estimated interest
payments), decommissioning liabilities, operating leases and contractual obligations. The
decommissioning liability amounts do not give any effect to our
contractual right to receive amounts from third parties, which is approximately $31.1 million, when
decommissioning operations are performed. The vessel construction liability amounts do not give
any effect to our contractual right to receive payments from a third-party customer, which is
approximately $50.3 million. We do not have any other material obligations or commitments.
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months |
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
2006 |
|
2007 |
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
Thereafter |
|
Long-term debt, including
estimated interest payments |
|
$ |
12,125 |
|
|
$ |
22,492 |
|
|
$ |
22,440 |
|
|
$ |
22,388 |
|
|
$ |
22,336 |
|
|
$ |
22,283 |
|
|
$ |
370,578 |
|
Decommissioning liabilities |
|
|
10,112 |
|
|
|
25,586 |
|
|
|
5,722 |
|
|
|
2,346 |
|
|
|
10,172 |
|
|
|
29,083 |
|
|
|
38,872 |
|
Operating leases |
|
|
1,621 |
|
|
|
5,793 |
|
|
|
3,137 |
|
|
|
1,628 |
|
|
|
1,047 |
|
|
|
713 |
|
|
|
12,715 |
|
Vessel construction |
|
|
1,986 |
|
|
|
25,758 |
|
|
|
45,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,844 |
|
|
$ |
79,629 |
|
|
$ |
76,731 |
|
|
$ |
26,362 |
|
|
$ |
33,555 |
|
|
$ |
52,079 |
|
|
$ |
422,165 |
|
|
|
|
We have no off-balance sheet arrangements other than our potential additional consideration that
may be payable as a result of the future operating performances of several acquisitions. At
September 30, 2006, the maximum additional consideration payable for these acquisitions was
approximately $2.4 million. These amounts are not classified as liabilities under generally
accepted accounting principles and are not reflected in our financial statements until the amounts
are fixed and determinable. When amounts are determined, they are capitalized as part of the
purchase price of the related acquisition. We do not have any other financing arrangements that
are not required under generally accepted accounting principles to be reflected in our financial
statements.
We intend to continue implementing our growth strategy of increasing our scope of services through
both internal growth and strategic acquisitions. We expect to continue to make the capital
expenditures required to implement our growth strategy in amounts consistent with the amount of
cash generated from operating activities, the availability of additional financing and our credit
facility. Depending on the size of any future acquisitions, we may require additional equity or
debt financing in excess of our current working capital and amounts available under our revolving
credit facility.
New Accounting Pronouncements
In February 2006, the Financial Accounting Standards Board issued its Statement of Financial
Accounting Standards No. 155 (FAS No. 155), Accounting for Certain Hybrid Financial Instruments
an amendment of FASB Statements No. 133 and 140. FAS No. 155 simplifies accounting for certain
hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that
contains an embedded derivative that otherwise would require bifurcation and eliminates a
restriction on the passive derivative instruments that a qualifying special-purpose entity may
hold. FAS No. 155 is effective for all financial instruments acquired, issued or subject to a
remeasurement (new basis) event occurring after the beginning of an entitys first fiscal year that
begins after September 15, 2006. The adoption of FAS No. 155 will have no impact on our results of
operations or our financial position.
In July 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN No.
48), Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109.
FIN No. 48 provides guidance on measurement and recognition in accounting for income tax
uncertainties and also requires expanded financial statement disclosure. This interpretation is
effective for fiscal years beginning after December 15, 2006. We are currently evaluating the
impact, if any, that FIN No. 48 will have on our results of operations and financial position.
In September 2006, the Financial Accounting Standards Board issued its Statement of Financial
Accounting Standards No. 157 (FAS No. 157), Fair Value Measurements. FAS No. 157 establishes a
framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. FAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. We are currently evaluating the impact
that FAS No. 157 will have on our results of operations and financial position.
36
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
Our revenues, profitability and future rate of growth partially depends upon the market prices of
oil and natural gas. Lower prices may also reduce the amount of oil and gas that can economically
be produced.
We use derivative commodity instruments to manage commodity price risks associated with future oil
production. We have not hedged any of our natural gas production. Our hedging contracts for a
portion of our oil production expired on August 31, 2006, and there are no outstanding contracts as
of the date of this Form 10-Q.
Interest Rate Risk
At September 30, 2006, none of our long-term debt outstanding had variable interest rates, and we
had no interest rate risks at that time.
Item 4. Controls and Procedures
As of the end of the period covered by this quarterly report on Form 10-Q, our chief financial
officer and chief executive officer have concluded, based on their evaluation, that our disclosure
controls and procedures (as defined in rule 13a-15(e) promulgated under the Securities Exchange Act
of 1934, as amended) are effective for ensuring that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms.
There were no material changes to our system of internal controls over financial reporting or in
other factors that have materially affected or are reasonably likely to materially affect those
internal controls subsequent to the date of the most recent evaluation by our chief financial
officer and chief executive officer.
37
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) The following exhibits are filed with this Form 10-Q:
|
3.1 |
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Certificate of Incorporation of the Company (incorporated herein by reference to the
Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996). |
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3.2 |
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Certificate of Amendment to the Companys Certificate of Incorporation (incorporated
herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999). |
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3.3 |
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Amended and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.1 to the Companys Form 8-K filed on November 15, 2004). |
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31.1 |
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Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
38
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SUPERIOR ENERGY SERVICES, INC. |
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Date: November 8, 2006
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By:
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/s/ Robert S. Taylor |
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Robert S. Taylor |
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Executive Vice President, Treasurer and |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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39
EXHIBIT INDEX
Exhibit No. |
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Description of Exhibit
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3.1 |
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Certificate of Incorporation of the Company (incorporated herein by reference to the
Companys Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996). |
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3.2 |
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Certificate of Amendment to the Companys Certificate of Incorporation (incorporated
herein by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999). |
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3.3 |
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Amended and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.1 to the Companys Form 8-K filed on November 15, 2004). |
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31.1 |
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Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Officers certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Officers certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
exv31w1
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Terence E. Hall, Chairman of the Board and Chief Executive Officer of Superior Energy
Services, Inc., certify that:
1. |
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I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.; |
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2. |
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Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
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Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
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4. |
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The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
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Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
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b) |
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Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
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c) |
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Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
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d) |
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Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
5. |
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The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent
functions): |
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a) |
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All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrants ability to record, process, summarize and report financial
information; and |
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b) |
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Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
Date: November 8, 2006
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/s/ Terence E. Hall
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Terence E. Hall |
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Chairman of the Board and Chief Executive Officer
Superior Energy Services, Inc. |
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exv31w2
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of
Superior Energy Services, Inc., certify that:
1. |
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I have reviewed this quarterly report on Form 10-Q of Superior Energy Services, Inc.; |
2. |
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Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
3. |
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Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
4. |
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The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
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Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
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b) |
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Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
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c) |
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Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and |
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d) |
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Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
5. |
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The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent
functions): |
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a) |
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All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the registrants ability to record, process, summarize and report financial
information; and |
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b) |
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Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
Date: November 8, 2006
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/s/ Robert S. Taylor
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Robert S. Taylor |
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Executive Vice President, Treasurer and Chief
Financial Officer
Superior Energy Services, Inc. |
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exv32w1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 1350 OF TITLE 18 OF THE U.S. CODE
I, Terence E. Hall, Chairman of the Board and Chief Executive Officer of Superior Energy Services,
Inc. (the Company), certify, pursuant to Section 1350 of Title 18 of the U.S. Code, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 906), that:
1. |
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the quarterly report on Form 10-Q of the Company for the quarter ended September 30, 2006
(the Report), as filed with the Securities and Exchange Commission on the date hereof, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
2. |
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the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
This certificate is being furnished solely for purposes of Section 906 and is not being filed as
part of the Report or as a separate disclosure document.
Date: November 8, 2006
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/s/ Terence E. Hall
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Terence E. Hall |
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Chairman of the Board and Chief Executive Officer
Superior Energy Services, Inc. |
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A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.
exv32w2
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 1350 OF TITLE 18 OF THE U.S. CODE
I, Robert S. Taylor, Executive Vice President, Treasurer and Chief Financial Officer of Superior
Energy Services, Inc. (the Company), certify, pursuant to Section 1350 of Title 18 of the U.S.
Code, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 906), that:
1. |
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the quarterly report on Form 10-Q of the Company for the quarterly period ended September 30,
2006 (the Report), as filed with the Securities and Exchange Commission on the date hereof,
fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and |
2. |
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the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
This certificate is being furnished solely for purposes of Section 906 and is not being filed as
part of the Report or as a separate disclosure document.
Date: November 8, 2006
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/s/ Robert S. Taylor
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Robert S. Taylor |
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Executive Vice President, Treasurer and Chief
Financial Officer
Superior Energy Services, Inc. |
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A signed original of this written statement required by Section 906 has been provided to the
Company and will be retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.