Filed by Superior Energy Services, Inc.
(Commission File No. 001-34037)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Superior Energy Services, Inc.
(Commission File No. 001-34037)
Superior Energy Services Fourth Quarter and Full Year 2019 Results
February 19, 2020
The Company incurred a net loss from continuing operations for the fourth quarter of 2019 of $6.2 million, or $0.42 per share, on revenue of $336.1 million. This compares to a net loss from continuing operations of $20.5 million, or $1.31 per share, for the third quarter of 2019, on revenue of $356.6 million and a net loss from continuing operations of $317.0 million, or $20.51 per share for the fourth quarter of 2018, on revenue of $389.4 million.
As previously announced, during the fourth quarter of 2019, the Company exited its hydraulic fracturing operations. The financial results of this service line have historically been included in the Onshore Completion and Workover Services segment, and are reflected in discontinued operations for the fourth quarter of 2019 and prior period results reported herein. Loss from discontinued operations was $92.4 million, $17.9 million, and $433.2 million for the fourth quarter of 2019, third quarter of 2019, and fourth quarter of 2018, respectively.
The Company reported pre-tax charges of $2.9 million in restructuring costs and $3.1 million in connection with the previously announced strategic transaction with Forbes Energy Services Ltd. (OTCQX: FLSS) (Forbes). The resulting adjusted net loss from continuing operations for the fourth quarter of 2019 was $1.6 million, or $0.11 per share.
For the year ended December 31, 2019, the Companys net loss from continuing operations was $77.8 million, or $5.05 per share, on revenue of $1,425.4 million as compared with a net loss from continuing operations of $427.4 million, or $27.69 per share, on revenue of $1,478.9 million for the year ended December 31, 2018. Loss from discontinued operations was $178.0 million and $430.7 million for the year ended December 31, 2019 and 2018, respectively.
Fourth Quarter 2019 Geographic Breakdown
U.S. land revenue was $137.9 million in the fourth quarter of 2019, a decrease of 15% as compared with revenue of $162.5 million in the third quarter of 2019, and a 33% decrease compared to revenue of $207.0 million in the fourth quarter of 2018. U.S. offshore revenue remained flat at $95.3 million as compared with the third quarter of 2019 revenue, and increased by 6% from revenue of $89.5 million in the fourth quarter of 2018. International revenue of $103.0 million increased by 2% as compared with revenue of $101.1 million in the third quarter of 2019 and increased 11% as compared to revenue of $92.9 million in the fourth quarter of 2018.
Drilling Products and Services Segment
The Drilling Products and Services segment revenue in the fourth quarter of 2019 was $98.6 million, an 11% decrease from third quarter 2019 revenue of $111.2 million and a 6% decrease from fourth quarter 2018 revenue of $105.3 million.
U.S. land revenue decreased 22% to $36.3 million, U.S. offshore revenue was flat at $34.0 million and international revenue decreased 8% to $28.3 million.
Onshore Completion and Workover Services Segment
The Onshore Completion and Workover Services segment revenue in the fourth quarter of 2019 was $67.6 million, an 11% decrease from third quarter 2019 revenue of $76.0 million, and a 36% decrease from fourth quarter 2018 revenue of $105.2 million.
Production Services Segment
The Production Services segment revenue increased in the fourth quarter of 2019 by 2% to $100.6 million from $98.7 million in the third quarter of 2019, and decreased by 8% from fourth quarter 2018 revenue of $109.9 million.
U.S. land revenue was $26.2 million, a 20% decrease from third quarter revenue of $32.6 million. U.S. offshore revenue decreased 20% sequentially to $14.6 million and international revenue increased by 25% sequentially to $59.8 million.
Technical Solutions Segment
The Technical Solutions segment revenue in the fourth quarter of 2019 was $69.3 million, a 2% decrease from third quarter 2019 revenue of $70.7 million and remained flat when compared to the fourth quarter 2018 revenue of $69.0 million.
U.S. land revenue increased 7% sequentially to $7.8 million. U.S. offshore revenue increased 14% sequentially to $46.6 million and international revenue decreased 34% sequentially to $14.9 million.
2
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, | September 30, | December 31, | ||||||||||||||||||
2019 | 2018 | 2019 | 2019 | 2018 | ||||||||||||||||
Revenues |
$ | 336,072 | $ | 389,447 | $ | 356,585 | $ | 1,425,369 | $ | 1,478,857 | ||||||||||
Cost of services and rentals (exclusive of depreciation, depletion, amortization and accretion) |
223,570 | 248,394 | 231,927 | 925,082 | 970,488 | |||||||||||||||
Depreciation, depletion, amortization and accretion |
43,741 | 65,478 | 45,162 | 196,459 | 278,439 | |||||||||||||||
General and administrative expenses |
65,211 | 72,422 | 60,866 | 268,226 | 276,468 | |||||||||||||||
Reduction in value of assets |
| 322,713 | 9,571 | 17,185 | 322,713 | |||||||||||||||
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Income/(Loss) from operations |
3,550 | (319,560 | ) | 9,059 | 18,417 | (369,251 | ) | |||||||||||||
Other income (expense): |
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Interest expense, net |
(24,038 | ) | (24,745 | ) | (24,505 | ) | (98,312 | ) | (99,477 | ) | ||||||||||
Other income (expense) |
1,993 | 2,717 | (3,353 | ) | (2,484 | ) | (1,678 | ) | ||||||||||||
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Loss from continuing operations before income taxes |
(18,495 | ) | (341,588 | ) | (18,799 | ) | (82,379 | ) | (470,406 | ) | ||||||||||
Income taxes |
(12,333 | ) | (24,574 | ) | 1,708 | (4,626 | ) | (43,003 | ) | |||||||||||
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Net loss from continuing operations |
(6,162 | ) | (317,014 | ) | (20,507 | ) | (77,753 | ) | (427,403 | ) | ||||||||||
Income (loss) from discontinued operations, net of income tax |
(92,362 | ) | (433,171 | ) | (17,934 | ) | (177,968 | ) | (430,712 | ) | ||||||||||
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Net loss |
$ | (98,524 | ) | $ | (750,185 | ) | $ | (38,441 | ) | $ | (255,721 | ) | $ | (858,115 | ) | |||||
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Basic and Diluted loss per share: |
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Net loss from continuing operations |
$ | (0.42 | ) | $ | (20.51 | ) | $ | (1.31 | ) | $ | (5.05 | ) | $ | (27.69 | ) | |||||
Loss from discontinued operations |
(6.26 | ) | (28.03 | ) | (1.15 | ) | (11.56 | ) | (27.90 | ) | ||||||||||
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Net loss |
$ | (6.68 | ) | $ | (48.54 | ) | $ | (2.46 | ) | $ | (16.61 | ) | $ | (55.59 | ) | |||||
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Weighted average common shares: |
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Basic and Diluted |
14,745 | 15,454 | 15,657 | 15,393 | 15,437 | |||||||||||||||
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3
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
December 31, 2019 | December 31, 2018 | |||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 272,624 | $ | 158,050 | ||||
Accounts receivable, net |
332,047 | 447,353 | ||||||
Income taxes receivable |
740 | | ||||||
Prepaid expenses |
49,132 | 45,802 | ||||||
Inventory and other current assets |
117,629 | 121,700 | ||||||
Assets held for sale |
216,197 | | ||||||
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Total current assets |
988,369 | 772,905 | ||||||
Property, plant and equipment, net |
664,949 | 1,109,126 | ||||||
Operating lease right-of-use assets |
80,906 | | ||||||
Goodwill |
137,695 | 136,788 | ||||||
Notes receivable |
68,092 | 63,993 | ||||||
Restricted cash |
2,764 | 5,698 | ||||||
Intangible and other long-term assets, net |
50,455 | 127,452 | ||||||
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Total assets |
$ | 1,993,230 | $ | 2,215,962 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 92,966 | $ | 139,325 | ||||
Accrued expenses |
182,934 | 219,180 | ||||||
Income taxes payable |
| 734 | ||||||
Current portion of decommissioning liabilities |
3,649 | 3,538 | ||||||
Liabilities held for sale |
44,938 | | ||||||
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Total current liabilities |
324,487 | 362,777 | ||||||
Long-term debt, net |
1,286,629 | 1,282,921 | ||||||
Decommissioning liabilities |
132,632 | 126,558 | ||||||
Operating lease liabilities |
62,354 | | ||||||
Deferred income taxes |
3,247 | | ||||||
Other long-term liabilities |
134,308 | 152,967 | ||||||
Total stockholders equity |
49,573 | 290,739 | ||||||
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Total liabilities and stockholders equity |
$ | 1,993,230 | $ | 2,215,962 | ||||
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4
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TWELVE MONTHS ENDED DECEMBER 31, 2019 AND 2018
(in thousands)
(unaudited)
2019 | 2018 | |||||||
Cash flows from operating activities: |
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Net loss |
$ | (255,721 | ) | $ | (858,115 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation, depletion, amortization and accretion |
271,410 | 400,848 | ||||||
Reduction in value of assets |
93,763 | 739,725 | ||||||
Other noncash items |
27,651 | (39,152 | ) | |||||
Changes in working capital and other |
9,325 | (78,249 | ) | |||||
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Net cash provided by operating activities |
146,428 | 165,057 | ||||||
Cash flows from investing activities: |
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Payments for capital expenditures |
(140,465 | ) | (221,370 | ) | ||||
Proceeds from sales of assets |
110,008 | 33,299 | ||||||
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Net cash used in investing activities |
(30,457 | ) | (188,071 | ) | ||||
Cash flows from financing activities: |
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Other |
(5,292 | ) | (2,586 | ) | ||||
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Net cash used in financing activities |
(5,292 | ) | (2,586 | ) | ||||
Effect of exchange rate changes in cash |
961 | (3,135 | ) | |||||
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Net change in cash, cash equivalents, and restricted cash |
111,640 | (28,735 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period |
163,748 | 192,483 | ||||||
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Cash, cash equivalents, and restricted cash at end of period |
$ | 275,388 | $ | 163,748 | ||||
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5
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
REVENUE BY GEOGRAPHIC REGION BY SEGMENT
(in thousands)
(unaudited)
Three months ended, | ||||||||||||
December 31, 2019 | September 30, 2019 | December 31, 2018 | ||||||||||
U.S. land |
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Drilling Products and Services |
$ | 36,271 | $ | 46,590 | $ | 46,732 | ||||||
Onshore Completion and Workover Services |
67,571 | 75,973 | 105,172 | |||||||||
Production Services |
26,205 | 32,620 | 47,103 | |||||||||
Technical Solutions |
7,774 | 7,283 | 7,993 | |||||||||
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Total U.S. land |
$ | 137,821 | $ | 162,466 | $ | 207,000 | ||||||
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U.S. offshore |
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Drilling Products and Services |
$ | 34,056 | $ | 33,895 | $ | 30,540 | ||||||
Onshore Completion and Workover Services |
| | | |||||||||
Production Services |
14,632 | 18,295 | 18,603 | |||||||||
Technical Solutions |
46,655 | 40,771 | 40,325 | |||||||||
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Total U.S. offshore |
$ | 95,343 | $ | 92,961 | $ | 89,468 | ||||||
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International |
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Drilling Products and Services |
$ | 28,299 | $ | 30,700 | $ | 28,028 | ||||||
Onshore Completion and Workover Services |
| | | |||||||||
Production Services |
59,754 | 47,872 | 44,228 | |||||||||
Technical Solutions |
14,855 | 22,586 | 20,723 | |||||||||
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Total International |
$ | 102,908 | $ | 101,158 | $ | 92,979 | ||||||
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Total Revenues |
$ | 336,072 | $ | 356,585 | $ | 389,447 | ||||||
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6
SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
SEGMENT HIGHLIGHTS
(in thousands)
(unaudited)
Three months ended, | ||||||||||||
December 31, 2019(1) | September 30, 2019(1) | December 31, 2018(1) | ||||||||||
Revenues |
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Drilling Products and Services |
$ | 98,626 | $ | 111,185 | $ | 105,300 | ||||||
Onshore Completion and Workover Services |
67,571 | 75,973 | 105,172 | |||||||||
Production Services |
100,591 | 98,787 | 109,934 | |||||||||
Technical Solutions |
69,284 | 70,640 | 69,041 | |||||||||
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Total Revenues |
$ | 336,072 | $ | 356,585 | $ | 389,447 | ||||||
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Income (Loss) from Operations |
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Drilling Products and Services |
$ | 27,631 | $ | 37,991 | $ | 27,143 | ||||||
Onshore Completion and Workover Services |
4,263 | 982 | 4,535 | |||||||||
Production Services |
(8,764 | ) | (4,136 | ) | (3,893 | ) | ||||||
Technical Solutions |
8,047 | 1,583 | 6,356 | |||||||||
Corporate and other |
(21,636 | ) | (21,689 | ) | (27,054 | ) | ||||||
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Total Income from Operations |
$ | 9,541 | $ | 14,731 | $ | 7,087 | ||||||
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EBITDA |
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Drilling Products and Services |
$ | 46,946 | $ | 58,159 | $ | 53,193 | ||||||
Onshore Completion and Workover Services |
10,023 | 7,835 | 20,964 | |||||||||
Production Services |
3,288 | 7,927 | 12,432 | |||||||||
Technical Solutions |
13,514 | 6,492 | 11,677 | |||||||||
Corporate and other |
(20,489 | ) | (20,520 | ) | (25,701 | ) | ||||||
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Total EBITDA |
$ | 53,282 | $ | 59,893 | $ | 72,565 | ||||||
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(1) | Income (loss) from operations and EBITDA exclude the impact of special items for the three months ended December 31 and September 30, 2019 and December 31, 2018. For Non-GAAP reconciliations, refer to Table 2 below. |
7
Non-GAAP Financial Measures
The following table reconciles net income/loss from continuing operations, which is the directly comparable financial measure determined in accordance with Generally Accepted Accounting Principles (GAAP), to adjusted income/loss from continuing operations (non-GAAP financial measure). This financial measure is provided to enhance investors overall understanding of the Companys current financial performance.
Reconciliation of Consolidated Adjusted Net Loss
(in thousands)
(unaudited)
Table 1
Three months ended, December 31, 2019 |
Three months ended, September 30, 2019 |
Three months ended, December 31, 2018 |
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Consolidated | Per Share | Consolidated | Per Share | Consolidated | Per Share | |||||||||||||||||||
Reported net loss from continuing operations |
$ | (6,162 | ) | $ | (0.42 | ) | $ | (20,507 | ) | $ | (1.31 | ) | $ | (317,014 | ) | $ | (20.51 | ) | ||||||
Reduction in value of assets |
| | 9,571 | 0.61 | 322,713 | 20.88 | ||||||||||||||||||
Restructuring costs |
2,896 | 0.20 | 1,877 | 0.12 | 3,934 | 0.25 | ||||||||||||||||||
Merger-related transaction costs |
3,095 | 0.21 | | | | | ||||||||||||||||||
Legal settlement |
| | (5,776 | ) | (0.37 | ) | | | ||||||||||||||||
Income taxes |
(1,390 | ) | (0.10 | ) | (1,315 | ) | (0.08 | ) | (20,069 | ) | (1.30 | ) | ||||||||||||
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Adjusted net loss from continuing operations |
$ | (1,561 | ) | $ | (0.11 | ) | $ | (16,150 | ) | $ | (1.03 | ) | $ | (10,436 | ) | $ | (0.68 | ) | ||||||
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8
The following table reconciles net income/loss from continuing operations by segment, which is the directly comparable financial measure determined in accordance with GAAP, to adjusted income/loss from continuing operations and adjusted EBITDA by segment (non-GAAP financial measures). These financial measures are provided to enhance investors overall understanding of the Companys current financial performance.
Reconciliation of Adjusted Income (Loss) from Operations and Adjusted EBITDA by Segment
(in thousands)
(unaudited)
Table 2
Three months ended December 31, 2019 | ||||||||||||||||||||||||
Drilling Products and Services |
Onshore Completion and Workover Services |
Production Services |
Technical Solutions |
Corporate and Other |
Consolidated | |||||||||||||||||||
Reported net income (loss) from continuing operations |
$ | 27,618 | $ | 3,187 | $ | (10,068 | ) | $ | 8,612 | $ | (35,511 | ) | $ | (6,162 | ) | |||||||||
Restructuring costs |
13 | 1,076 | 1,304 | 503 | | 2,896 | ||||||||||||||||||
Merger-related costs |
| | | | 3,095 | 3,095 | ||||||||||||||||||
Interest expense, net |
| | | (1,068 | ) | 25,106 | 24,038 | |||||||||||||||||
Other expense |
| | | | (1,993 | ) | (1,993 | ) | ||||||||||||||||
Income taxes |
| | | | (12,333 | ) | (12,333 | ) | ||||||||||||||||
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Adjusted income (loss) from continuing operations |
$ | 27,631 | $ | 4,263 | $ | (8,764 | ) | $ | 8,047 | $ | (21,636 | ) | $ | 9,541 | ||||||||||
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Depreciation, depletion, amortization and accretion |
19,315 | 5,760 | 12,052 | 5,467 | 1,147 | 43,741 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 46,946 | $ | 10,023 | $ | 3,288 | $ | 13,514 | $ | (20,489 | ) | $ | 53,282 | |||||||||||
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Three months ended September 30, 2019 | ||||||||||||||||||||||||
Drilling Products and Services |
Onshore Completion and Workover Services |
Production Services |
Technical Solutions |
Corporate and Other |
Consolidated | |||||||||||||||||||
Reported net income (loss) from continuing operations |
$ | 37,991 | $ | (927 | ) | $ | (734 | ) | $ | (4,531 | ) | $ | (52,306 | ) | $ | (20,507 | ) | |||||||
Reduction in value of assets |
| 566 | 1,997 | 7,008 | | 9,571 | ||||||||||||||||||
Restructuring costs |
| 1,343 | 377 | 157 | | 1,877 | ||||||||||||||||||
Legal settlement |
| | (5,776 | ) | | | (5,776 | ) | ||||||||||||||||
Interest expense, net |
| | | (1,051 | ) | 25,556 | 24,505 | |||||||||||||||||
Other expense |
| | | | 3,353 | 3,353 | ||||||||||||||||||
Income taxes |
| | | | 1,708 | 1,708 | ||||||||||||||||||
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Adjusted income (loss) from continuing operations |
$ | 37,991 | $ | 982 | $ | (4,136 | ) | $ | 1,583 | $ | (21,689 | ) | $ | 14,731 | ||||||||||
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Depreciation, depletion, amortization and accretion |
20,168 | 6,853 | 12,063 | 4,909 | 1,169 | 45,162 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 58,159 | $ | 7,835 | $ | 7,927 | $ | 6,492 | $ | (20,520 | ) | $ | 59,893 | |||||||||||
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Three months ended December 31, 2018 | ||||||||||||||||||||||||
Drilling Products and Services |
Onshore Completion and Workover Services |
Production Services |
Technical Solutions |
Corporate and Other |
Consolidated | |||||||||||||||||||
Reported net income (loss) from continuing operations |
$ | 26,678 | $ | (224,877 | ) | $ | (97,425 | ) | $ | 7,280 | $ | (28,670 | ) | $ | (317,014 | ) | ||||||||
Reduction in value of assets |
| 227,801 | 92,252 | | 2,660 | 322,713 | ||||||||||||||||||
Restructuring costs |
465 | 1,611 | 1,280 | 78 | 500 | 3,934 | ||||||||||||||||||
Interest expense, net |
| | | (1,002 | ) | 25,747 | 24,745 | |||||||||||||||||
Other expense |
| | | | (2,717 | ) | (2,717 | ) | ||||||||||||||||
Income taxes |
| | | | (24,574 | ) | (24,574 | ) | ||||||||||||||||
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Adjusted income (loss) from continuing operations |
$ | 27,143 | $ | 4,535 | $ | (3,893 | ) | $ | 6,356 | $ | (27,054 | ) | $ | 7,087 | ||||||||||
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Depreciation, depletion, amortization and accretion |
26,050 | 16,429 | 16,325 | 5,321 | 1,353 | 65,478 | ||||||||||||||||||
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Adjusted EBITDA |
$ | 53,193 | $ | 20,964 | $ | 12,432 | $ | 11,677 | $ | (25,701 | ) | $ | 72,565 | |||||||||||
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Forward-Looking Statements
All statements in this communication (and oral statements made regarding the subjects of this communication) other than historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Superior Energy, Forbes and Spieth Newco, Inc. (Newco), which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to: statements regarding the expected benefits of the proposed transaction; the anticipated completion of the proposed transaction and the timing thereof; the expected future results of operations and growth of Superior Energy and Newco; and plans and objectives of management for future operations of Superior Energy and Newco.
While Superior Energy believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its and Newcos business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the transaction; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction are not obtained or other closing conditions are not satisfied; local, regional and national economic conditions and the impact they may have on Superior Energy, Forbes, Newco and their customers; conditions in the oil and gas industry, especially oil and natural gas prices and capital expenditures by oil and gas companies; the debt obligations of Superior Energy and Newco following the transaction and the potential effect of limiting Superior Energys and/or Newcos ability to fund future growth and operations and increasing their respective exposure to risk during adverse economic conditions; the financial condition of Superior Energys and Newcos customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the transaction; changes in safety, health, environmental and other regulations; the results of any reviews, investigations or other proceedings by government authorities; and the potential additional costs relating to any reviews, investigations or other proceedings by government authorities or shareholder actions.
These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in Superior Energys Annual Report on Form 10-K for the year ended December 31, 2018, and those set forth from time to time in Superior Energys filings with the Securities and Exchange Commission (the SEC), which are available at www.superiorenergy.com. Except as required by law, Superior Energy expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
In connection with the proposed transaction, Newco has filed a registration statement on Form S-4, which included a preliminary joint proxy statement/prospectus of Newco and Forbes, with the SEC. A definitive joint proxy statement/prospectus will be filed with the SEC once the registration statement becomes effective. While the registration statement and joint proxy statement/prospectus have not yet become effective and the information therein is subject to change, they provide important information about the transaction. INVESTORS AND SECURITY HOLDERS OF SUPERIOR ENERGY AND FORBES ARE ADVISED TO CAREFULLY READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS, AND TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to security holders of Forbes in connection with the Forbes shareholder meeting. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other relevant documents filed by Superior Energy, Forbes and Newco with the SEC from the SECs website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement/prospectus and other relevant documents (when available) from www.superiorenergy.com under the tab Investors and then under the heading SEC Filings. Security holders may also read and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs website for further information on its public reference room.
Participants in the Solicitation
Superior Energy, Forbes and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Superior Energys proxy statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2019, and Forbes proxy statement relating to its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2019, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the transaction, which will be filed with the SEC.
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