e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2011
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction)
  001-34037
(Commission File Number)
  75-2379388
(IRS Employer Identification No.)
     
601 Poydras St., Suite 2400, New Orleans, Louisiana
(Address of principal executive offices)
  70130
(Zip Code)
(504) 587-7374
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02.   Results of Operations and Financial Condition.
     On February 23, 2011, Superior Energy Services, Inc. issued a press release announcing its earnings for the fourth quarter and year ended December 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information presented in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01.   Financial Statements and Exhibits.
  (d)   Exhibits.
 
  99.1   Press release issued by Superior Energy Services, Inc., dated February 23, 2011.

 


 

SIGNATURES
     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 hereunto duly authorized.
         
  SUPERIOR ENERGY SERVICES, INC.
 
 
  By:   /s/ Robert S. Taylor    
    Robert S. Taylor   
    Chief Financial Officer   
 
Dated: February 24, 2011

 

exv99w1
Exhibit 99.1
     
(SUPERIOR LOGO)
  601 Poydras St., Suite 2400
  New Orleans, LA 70130
  NYSE: SPN
  (504) 587-7374
Fax: (504) 362-1818
FOR FURTHER INFORMATION CONTACT:
David Dunlap, CEO; Robert Taylor, CFO;
Greg Rosenstein, VP of Investor Relations, (504) 587-7374
Superior Energy Services, Inc. Reports Fourth Quarter and
Full Year 2010 Results and Provides 2011 Earnings Guidance

Fourth Quarter Core Earnings of $0.42 Per Diluted Share Before Charges
New Orleans, LA — February 23, 2011 — Superior Energy Services, Inc. (NYSE: SPN) today announced net income of $3.0 million, or $0.04 per share on revenue of $456.9 million for the fourth quarter of 2010. The results included the following special items, which are primarily non-cash:
    Pre-tax impairment charge of $32.0 million for components primarily related to two liftboats under construction that the Company has determined are impracticable to complete;
 
    Pre-tax expense of $12.2 million for incremental management transition expenses in excess of the Company’s original guidance primarily due to accelerated vesting of equity awards and other compensation as a result of Terence Hall’s early transition in December 2010 from his role as Executive Chairman to Chairman and senior advisor;
 
    Pre-tax impairment charge of $7.0 million for oil and gas assets at the Company’s equity-method investments; and,
 
    Pre-tax gain of $1.1 million from the sale of a 175-ft. class liftboat.
In addition, the Company had a benefit of $1.7 million from a change in its effective annual income tax rate to 34.6% from 36% in during the fourth quarter. Excluding these special items, non-GAAP adjusted net income was $34.1 million, or $0.42 non-GAAP adjusted diluted earnings per share.
These results are compared with a net loss of $114.6 million, or $1.46 per share, on revenue of $264.6 million for the fourth quarter of 2009. Excluding special charges of $136.2 million and the $68.7 million impact of the wreck removal project cost increases, the Company had fourth quarter 2009 non-GAAP adjusted net income of $16.5 million, or $0.21 non-GAAP adjusted diluted earnings per share.
For the year ended December 31, 2010, the Company’s net income was $81.8 million, or $1.03 per diluted share on revenue of $1,681.6 million as compared with a net loss of $102.3 million, or $1.31 per share on revenue of $1,449.3 million for the year ended December 31, 2009.
David Dunlap, CEO of Superior commented, “The fourth quarter operating results were a positive ending to a solid year for the Company. For the year, we generated a record $1 billion

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in revenue from non-Gulf of Mexico markets. We benefitted from phenomenal growth in the U.S. land markets and worked to overcome the challenges of the Gulf of Mexico, while expanding internationally and making sound, strategic investments and acquisitions to position the Company for long-term growth and geographic balance. We remained focused on executing the Company’s geographic expansion strategy and successfully navigated potential distractions associated with the events in the Gulf of Mexico and the management transition.
“Our fourth quarter operating results fell at the midpoint of our operational earnings guidance. Results were driven in large part by continued strength in the domestic land markets for coiled tubing and downhole drilling products, particularly premium drill pipe, offset by continued weakness in the Gulf of Mexico related to a lack of permitting.
“We established another quarterly record for non-Gulf of Mexico revenue with $297 million coming from the domestic land and international markets. Sequentially, our international revenue increased 9%, domestic land revenue increased 8%, and Gulf of Mexico revenue was essentially flat.
“Our gross profit as a percentage of revenue was 290 basis points lower than the third quarter primarily resulting from full quarter losses incurred by the Gulf of Mexico-based stimulation vessels that were part of the sand control completion tools acquisition in September. The stimulation vessel business contributed a loss of about $0.04 per share to earnings.”
2011 Earnings Guidance and Capital Expenditures Plan
The Company has established a 2011 earnings guidance range of $1.80 to $2.20 per share and planned capital expenditures of up to $500 million. The Company anticipates funding its capital expenditures with its operating cash flow.
Mr. Dunlap commented, “Our geographic diversification strategy is on track as we anticipate growing faster than the 2011 rig count in the domestic land and international markets. We expect to continue to benefit from incremental demand for our coiled tubing, premium drill pipe and other products and services in the domestic land markets as horizontal drilling remains robust. We should also benefit from ongoing expansion in certain international markets where we have made progress in establishing local management teams and operating locations.
“We have confidence about activity levels and our ability to grow in both of those areas. The wide range of guidance, however, is necessitated by the lack of visibility in Gulf of Mexico activity resulting from the lack of deepwater drilling and the associated slow pace of permitting for virtually all categories of work in shallower waters.
“The lower end of our guidance reflects little to no deep water Gulf of Mexico drilling, while the upper end assumes 15 to 20 rigs drilling in the deep water Gulf of Mexico during the last half of the year. Further, our guidance indicates a conservative view of the shallow water Gulf of Mexico and minimal incremental work from the ‘idle iron’ initiative that the Bureau of Ocean Energy Management issued in September of 2010. While additional demand for end-of-life services (plug and abandonment and decommissioning work) from this initiative is a likely outcome, we do not expect significant activity changes until mid-year.”
By geography, the Company has allocated $185 million in capital expenditures to the international markets and $315 million to the U.S., including $100 million to support deepwater drilling in the Gulf of Mexico or other markets as opportunities materialize. By segment, the

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Company has allocated $305 million to the Subsea and Well Enhancement Segment, including $60 million for ongoing construction of the Compact Semi-Submersible vessel, $190 million to the Drilling Products and Services Segment and $5 million to the Marine Segment. Approximately 75% of the capital expenditures plan is deemed expansionary.
“Our capital expenditures, particularly those in the Drilling Products and Services Segment, have a fair amount of flexibility, meaning we could move capital to different geographic markets as opportunities arise,” Mr. Dunlap said.
Geographic Breakdown
For the fourth quarter of 2010, Gulf of Mexico revenue was approximately $159.5 million, domestic land revenue was approximately $170.4 million, and international revenue was approximately $126.9 million. The domestic land and international revenues were each record highs for a quarter.
Subsea and Well Enhancement Segment
Fourth quarter revenue for the Subsea and Well Enhancement Segment was $306.5 million, as compared with $145.8 million in the fourth quarter of 2009 and $289.0 million in the third quarter of 2010, which represents increases of 110% and 6%, respectively. Excluding the $68.7 million impact from cost adjustments to the wreck removal project, segment revenue was $214.5 million in the fourth quarter of 2009.
Sequentially, international revenue in this segment increased 15% due to increased demand for subsea services. Gulf of Mexico revenue increased 4% sequentially as a result of a full quarter contribution from sand control completion services and stimulation vessels, increased demand for coiled tubing and hydraulic workover services, and an increase in diving equipment sales. These were partially offset by a seasonal decline for plug and abandonment services. Domestic land revenue increased 2% due to increases in coiled tubing and pressure control services, partially offset by a decline in cased hole wireline services.
Drilling Products and Services Segment
Fourth quarter revenue for the Drilling Products and Services Segment was $120.4 million as compared with $97.6 million in the fourth quarter of 2009 — a 23% year-over-year improvement — and $118.7 million in the third quarter of 2010, or 1% higher sequentially.
Domestic land revenue increased 24% sequentially primarily due to increased rentals of premium drill pipe, accommodations, specialty tubulars and accessories, and stabilization equipment. International revenue was unchanged from the prior quarter, while Gulf of Mexico revenue declined 28% sequentially due to a lack of drilling.
Marine Segment
Marine Segment revenue was $30.0 million, a 42% increase over the $21.2 million of revenue in the fourth quarter of 2009 and 9% higher over the $27.6 million of revenue in the third quarter of 2010. Average fleet utilization in the fourth quarter of 2010 was 72% as compared with 45% in the fourth quarter of 2009 and 88% in the third quarter of 2010. The Company’s two 265-ft. class

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liftboats returned to service in October and November. The Company sold a 175-ft. class liftboat at the end of the fourth quarter.
Liftboat Average Dayrates and Utilization by Class Size
Three Months Ended December 31, 2010

($ actual)
                         
            Average    
Class   Liftboats   Dayrate   Utilization
145’-155’
    6     $ 7,189       39.5 %
160’-175’
    8       8,551       72.8 %
200’
    5       11,609       85.0 %
230’-245’
    3       24,474       93.1 %
250’
    2       30,742       88.0 %
265’
    2       36,467       91.7 %
Conference Call Information
The Company will host a conference call at 10 a.m. Central Time on Thursday, February 24, 2011. The call can be accessed from Superior’s website at www.superiorenergy.com, or by telephone at 480-629-9723. For those who cannot listen to the live call, a telephonic replay will be available through Thursday, March 3, 2011 and may be accessed by calling 303-590-3030 and using the pass code 4404808. An archive of the webcast will be available after the call for a period of 60 days on http://www.superiorenergy.com.
Superior Energy Services, Inc. serves the drilling and production-related needs of oil and gas companies worldwide through its brand name rental tools and its integrated well intervention services and tools, supported by an engineering staff who plan and design solutions for customers. Offshore projects are delivered by the Company’s fleet of modern marine assets.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which involve known and unknown risks, uncertainties and other factors. Among the factors that could cause actual results to differ materially are volatility of the oil and gas industry, including the level of exploration, production and development activity; risks associated with the uncertainty of macroeconomic and business conditions worldwide, as well as the global credit markets; risks associated with the Company’s rapid growth; changes in competitive factors and other material factors that are described from time to time in the Company’s filings with the Securities and Exchange Commission. Actual events, circumstances, effects and results may be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. Consequently, the forward-looking statements contained herein should not be regarded as representations by Superior or any other person that the projected outcomes can or will be achieved.

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three and Twelve Months Ended December 31, 2010 and 2009

(in thousands, except earnings per share amounts)
(unaudited)
                                 
    Three Months Ended     Twelve Months Ended  
    December 31,     December 31,  
    2010     2009     2010     2009  
 
                               
Revenues
  $ 456,896     $ 264,575     $ 1,681,616     $ 1,449,300  
 
                               
Cost of services (exclusive of items shown separately below)
    257,437       188,627       918,713       824,034  
Depreciation, depletion, amortization and accretion
    58,683       53,548       220,835       207,114  
General and administrative expenses
    94,716       70,399       342,881       259,093  
Reduction in value of assets
    32,004       119,844       32,004       212,527  
Gain on sale of businesses
    1,083       2,084       1,083       2,084  
 
                       
 
                               
Income (loss) from operations
    15,139       (165,759 )     168,266       (51,384 )
 
                               
Other income (expense):
                               
Interest expense, net
    (12,235 )     (12,081 )     (51,409 )     (49,409 )
Earnings (losses) from equity-method investments, net
    (940 )     (1,269 )     8,245       (22,600 )
Reduction in value of equity-method investment
                      (36,486 )
 
                       
 
                               
Income (loss) before income taxes
    1,964       (179,109 )     125,102       (159,879 )
 
                               
Income taxes
    (1,045 )     (64,479 )     43,285       (57,556 )
 
                       
 
                               
Net income (loss)
  $ 3,009     $ (114,630 )   $ 81,817     $ (102,323 )
 
                       
 
                               
Basic earnings (loss) per share
  $ 0.04     $ (1.46 )   $ 1.04     $ (1.31 )
 
                       
 
                               
Diluted earnings (loss) per share
  $ 0.04     $ (1.46 )   $ 1.03     $ (1.31 )
 
                       
 
                               
Weighted average common shares used in computing earnings per share:
                               
Basic
    78,856       78,305       78,758       78,171  
 
                       
Diluted
    80,130       78,305       79,734       78,171  
 
                       
 
                               

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SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2010 AND DECEMBER 31, 2009

(in thousands)
                 
    12/31/2010     12/31/2009  
    (Unaudited)     (Audited)  
 
               
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 50,727     $ 206,505  
Accounts receivable, net
    452,450       337,151  
Income taxes receivable
          12,674  
Prepaid expenses
    25,828       20,209  
Inventory and other current assets
    235,047       287,024  
 
           
 
               
Total current assets
    764,052       863,563  
 
           
 
               
Property, plant and equipment, net
    1,313,150       1,058,976  
Goodwill
    588,000       482,480  
Notes receivable
    69,026        
Equity-method investments
    59,322       60,677  
Intangible and other long-term assets, net
    113,983       50,969  
 
           
 
               
Total assets
  $ 2,907,533     $ 2,516,665  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Accounts payable
  $ 110,276     $ 63,466  
Accrued expenses
    162,044       133,602  
Income taxes payable
    2,475        
Current portion of decommissioning liabilities
    16,929        
Deferred income taxes
    29,353       30,501  
Current maturities of long-term debt
    184,810       810  
 
           
 
               
Total current liabilities
    505,887       228,379  
 
           
 
               
Deferred income taxes
    223,936       209,053  
Decommissioning liabilities
    100,787        
Long-term debt, net
    681,635       848,665  
Other long-term liabilities
    114,737       52,523  
 
               
Total stockholders’ equity
    1,280,551       1,178,045  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 2,907,533     $ 2,516,665  
 
           

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Superior Energy Services, Inc. and Subsidiaries
Segment Highlights
Three months ended December 31, 2010, September 30, 2010 and December 31, 2009
(Unaudited)

(in thousands)
                         
    Three months ended,  
    December 31, 2010     September 30, 2010     December 31, 2009  
Revenue
                       
Subsea and Well Enhancement
  $ 306,496     $ 289,048     $ 145,822  
Drilling Products and Services
    120,366       118,727       97,567  
Marine
    30,034       27,578       21,186  
 
                 
Total Revenues
  $ 456,896     $ 435,353     $ 264,575  
 
                 
                         
    December 31, 2010     September 30, 2010     December 31, 2009  
Gross Profit (1)
                       
Subsea and Well Enhancement
  $ 112,610     $ 118,231     $ 2,946  
Drilling Products and Services
    73,835       72,659       65,314  
Marine
    13,014       12,155       7,688  
 
                 
Total Gross Profit
  $ 199,459     $ 203,045     $ 75,948  
 
                 
                         
    December 31, 2010 (2)     September 30, 2010     December 31, 2009 (3)  
Income from Operations
                       
Subsea and Well Enhancement
  $ 23,689     $ 40,026     $ (176,585 )
Drilling Products and Services
    16,641       15,419       13,771  
Marine
    (25,191 )     5,883       (2,945 )
 
                 
Total Income from Operations
  $ 15,139     $ 61,328     $ (165,759 )
 
                 
 
(1)   Gross profit is calculated by subtracting cost of services (exclusive of depreciation, depletion, amortization and accretion) from revenue for each of the Company’s segments.
 
(2)   Includes management transition expenses of $12.2 million recorded in general and administrative expenses, reduction of value of assets of $32.0 million recorded in the Marine Segment and a gain on sale of liftboat of $1.1 million recorded in the Marine Segment. See non-GAAP reconciliation for the adjustments by segment.
 
(3)   Includes a reduction in value of assets of $119.8 million, impact of adjustment to estimated total cost of wreck removal project of $68.7 million, and expenses related to Hallin Marine acquisition of $4.9 million recorded in the Subsea and Well Enhancement Segment; reduction in net realizable value of Venezuela accounts receivable of $4.6 million recorded in general and administrative expenses, and gain on sale of liftboats of $2.1 million recorded in the Marine Segment. See non-GAAP reconciliation for the adjustments by segment.

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NON-GAAP RECONCILIATION
($ in thousands)
We report our financial results in conformity with U.S. generally accepted accounting principles (GAAP). However, the Company provides non-GAAP adjusted net income and non-GAAP adjusted earnings per share because certain items are customarily excluded by analysts in published estimates and management believes, for purposes of comparability to financial performance in other periods and to evaluate the Company’s trends, that it is appropriate for these items to be excluded. Management uses adjusted net income and adjusted diluted earnings per share to evaluate the Company’s operational trends and historical performance on a consistent basis. The adjusted amounts are not measures of financial performance under GAAP.
A reconciliation of net income, the GAAP measure most directly comparable to non-GAAP adjusted earnings and non-GAAP adjusted earnings per share, is below. In making any comparisons to other companies, investors need to be aware that the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding GAAP measures provided by each company under applicable SEC rules. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, or superior to, the Company’s reported results prepared in accordance with GAAP.
Reconciliation of Net Income to Non-GAAP Adjusted Net Income and Earnings per Share
For the three months ended December 31, 2010
(in thousands)
         
    Three Months Ended  
    December 31,  
    2010  
Net income as reported
  $ 3,009  
Pre-tax adjustments:
       
Reduction in value of assets
    32,004  
Incremental management transition expenses
    12,189  
Equity-method investments’ impairment losses
    6,993  
Gain on sale of business
    (1,083 )
 
     
 
       
Total pre-tax adjustments
    50,103  
 
       
Income tax effect of adjustments
    (17,336 )
 
       
Cumulative effect of tax rate change from 36% to 34.6%
    (1,724 )
 
     
 
       
Non-GAAP adjusted net income
  $ 34,052  
 
     
 
       
Non-GAAP adjusted diluted earnings per share
  $ 0.42  
 
     
 
       
Weighted average common shares used in computing diluted earnings per share
    80,130  
 
     

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Reconciliation of Net Income to Non-GAAP Adjusted Net Income and Earnings per Share
For the three months ended December 31, 2009
(in thousands)
         
    Three Months Ended  
    December 31,  
    2009  
Net income (loss) as reported
  $ (114,630 )
Pre-tax adjustments:
       
Reduction in value of assets
    119,844  
Impact of adjustment to estimated total cost of wreck removal project
    68,678  
Write-down of liftboat components
    6,446  
Expenses related to Hallin Marine acquisition
    4,878  
Reduction in net realizable value of Venezuelan accounts receivable
    4,565  
Unrealized (earnings) losses from equity-method investment hedging contracts
    2,518  
Gain on sale of businesses
    (2,084 )
 
     
 
       
Total pre-tax adjustments
    204,845  
 
       
Income tax effect of adjustments
    (73,744 )
 
     
 
       
Non-GAAP adjusted net income
  $ 16,471  
 
     
 
       
Non-GAAP adjusted diluted earnings per share
  $ 0.21  
 
     
 
       
Weighted average common shares used in computing diluted earnings per share
    78,305  
 
     
Reconciliation of Net Income (Loss) to Non-GAAP Adjusted Income from Operations
For the three months ended December 31, 2010
(in thousands)
                                         
    Subsea and     Drilling                        
    Well     Products and                     Consolidated  
    Enhancement     Services     Marine     Unallocated     Total  
Net income (loss)
  $ 24,737     $ 16,641     $ (25,191 )   $ (13,178 )   $ 3,009  
 
                                       
Adjustments:
                                       
Reduction in value of assets
                32,004             32,004  
Incremental management transition expenses
    8,444       2,997       748             12,189  
Gain on sale of business
                (1,083 )           (1,083 )
Interest expense, net
    (1,048 )                 13,283       12,235  
Losses from equity-method investments
                      940       940  
Income taxes
                      (1,045 )     (1,045 )
 
                             
 
                                       
Non-GAAP adjusted income from operations
  $ 32,133     $ 19,638     $ 6,478     $     $ 58,249  
 
                             

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Reconciliation of Net Income (Loss) to Non-GAAP Adjusted Income from Operations
For the three months ended December 31, 2009
(in thousands)
                                         
    Subsea and     Drilling                        
    Well     Products and                     Consolidated  
    Enhancement     Services     Marine     Unallocated     Total  
Net income (loss)
  $ (176,585 )   $ 13,771     $ (2,945 )   $ 51,129     $ (114,630 )
 
                                       
Adjustments:
                                       
Reduction in value of assets
    119,844                         119,844  
Impact of adjustment to estimated total cost of wreck removal project
    68,678                         68,678  
Write-down of liftboat components
                6,446             6,446  
Expenses related to Hallin Marine acquisition
    4,878                         4,878  
Reduction in net realizable value of Venezuelan accounts receivable
    269       4,296                   4,565  
Gain on sale of businesses
                (2,084 )           (2,084 )
Interest expense, net
                      12,081       12,081  
Losses from equity-method investments, net
                      1,269       1,269  
Income taxes
                      (64,479 )     (64,479 )
 
                             
 
                                       
Non-GAAP adjusted income from operations
  $ 17,084     $ 18,067     $ 1,417     $     $ 36,568  
 
                             

10