Attached files
file | filename |
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8-K/A - FORM 8-K/A - Baker Hughes Holdings LLC | h72393e8vkza.htm |
EX-23.1 - EX-23.1 - Baker Hughes Holdings LLC | h72393exv23w1.htm |
EX-99.3 - EX-99.3 - Baker Hughes Holdings LLC | h72393exv99w3.htm |
EX-99.2 - EX-99.2 - Baker Hughes Holdings LLC | h72393exv99w2.htm |
Exhibit 99.1
BJ SERVICES COMPANY
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2009 AND 2008 AND FOR EACH OF THE
THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2009
THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2009
Report of Independent Registered Public Accounting Firm |
1 | |||
Consolidated Statement of Operations for each of the three years in the period ended September 30, 2009 |
2 | |||
Consolidated Statement of Financial Position as of September 30, 2009 and 2008 |
3 | |||
Consolidated Statement of Stockholders Equity and Other Comprehensive Income for each of the three years in
the period ended September 30, 2009 |
5 | |||
Consolidated Statement of Cash Flows for each of the three years in the period ended September 30, 2009 |
6 | |||
Notes to Consolidated Financial Statements |
7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
BJ Services Company:
Houston, Texas
BJ Services Company:
Houston, Texas
We have audited the accompanying consolidated statements of financial position of BJ Services
Company and subsidiaries (the Company) as of September 30, 2009 and 2008, and the related
consolidated statements of operations, stockholders equity and other comprehensive income, and
cash flows for each of the three years in the period ended September 30, 2009. These financial
statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of BJ Services Company and subsidiaries at September 30, 2009 and
2008, and the results of their operations and their cash flows for each of the three years in the
period ended September 30, 2009, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Companys internal control over financial reporting as of
September 30, 2009, based on the criteria established in Internal ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
November 23, 2009 (not presented herein) expressed an unqualified opinion on the Companys internal control over financial
reporting.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
November 23, 2009
November 23, 2009
2
BJ SERVICES COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended September 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands, except per share amounts) | ||||||||||||
Revenue |
$ | 4,121,897 | $ | 5,359,077 | $ | 4,730,493 | ||||||
Operating expenses: |
||||||||||||
Cost of sales and services |
3,523,838 | 4,091,262 | 3,261,032 | |||||||||
Research and engineering |
66,270 | 71,997 | 67,536 | |||||||||
Marketing |
108,186 | 120,655 | 107,113 | |||||||||
General and administrative |
159,094 | 158,975 | 142,145 | |||||||||
Loss on disposal of assets, net |
13,540 | 2,894 | 69 | |||||||||
Pension settlement |
21,695 | | | |||||||||
Total operating expenses |
3,892,623 | 4,445,783 | 3,577,895 | |||||||||
Operating income |
229,274 | 913,294 | 1,152,598 | |||||||||
Interest expense |
(27,248 | ) | (28,107 | ) | (32,741 | ) | ||||||
Interest income |
1,224 | 1,912 | 1,624 | |||||||||
Other expense, net |
(9,083 | ) | (8,579 | ) | (7,600 | ) | ||||||
Income from continuing operations before
income taxes |
194,167 | 878,520 | 1,113,881 | |||||||||
Income tax expense |
28,196 | 258,034 | 360,073 | |||||||||
Income from continuing operations |
165,971 | 620,486 | 753,808 | |||||||||
Loss from discontinued operations, net of
income tax benefit (expense) of $203,
$(747) and $865, respectively |
(16,028 | ) | (11,121 | ) | (168 | ) | ||||||
Net income |
$ | 149,943 | $ | 609,365 | $ | 753,640 | ||||||
Basic earnings per share: |
||||||||||||
Income from continuing operations |
$ | 0.57 | $ | 2.11 | $ | 2.57 | ||||||
Loss from discontinued operations, net |
(0.06 | ) | (0.03 | ) | | |||||||
Net income per share |
$ | 0.51 | $ | 2.08 | $ | 2.57 | ||||||
Diluted earnings per share: |
||||||||||||
Income from continuing operations |
$ | 0.57 | $ | 2.10 | $ | 2.55 | ||||||
Loss from discontinued operations, net |
(0.06 | ) | (0.04 | ) | | |||||||
Net income per share |
$ | 0.51 | $ | 2.06 | $ | 2.55 | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
292,239 | 293,479 | 292,757 | |||||||||
Diluted |
293,393 | 295,766 | 295,916 | |||||||||
Dividends paid per share |
$ | 0.20 | $ | 0.20 | $ | 0.20 |
The accompanying notes are an integral part of these consolidated financial statements
3
BJ SERVICES COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
As of September 30, | ||||||||
2009 | 2008 | |||||||
(in thousands) | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 282,636 | $ | 149,802 | ||||
Receivables, less allowance for doubtful accounts: $25,621 and $22,472, respectively |
786,063 | 1,134,733 | ||||||
Inventories: |
||||||||
Products |
248,251 | 283,157 | ||||||
Work-in-progress |
11,786 | 22,418 | ||||||
Parts |
183,496 | 185,952 | ||||||
Total inventories |
443,533 | 491,527 | ||||||
Deferred income taxes |
32,924 | 28,097 | ||||||
Prepaid expenses |
129,662 | 81,808 | ||||||
Current assets of discontinued operations |
7,618 | 34,560 | ||||||
Other current assets |
36,003 | 40,623 | ||||||
Total current assets |
1,718,439 | 1,961,150 | ||||||
Property: |
||||||||
Land |
47,699 | 44,121 | ||||||
Buildings and other |
431,459 | 404,348 | ||||||
Machinery and equipment |
3,715,354 | 3,395,908 | ||||||
Total property |
4,194,512 | 3,844,377 | ||||||
Less accumulated depreciation |
1,820,189 | 1,564,029 | ||||||
Property, net |
2,374,323 | 2,280,348 | ||||||
Goodwill |
977,941 | 975,451 | ||||||
Deferred income taxes |
22,039 | 20,859 | ||||||
Noncurrent assets of discontinued operations |
| 32,601 | ||||||
Investments and other assets |
54,181 | 51,499 | ||||||
Total assets |
$ | 5,146,923 | $ | 5,321,908 | ||||
The accompanying notes are an integral part of these consolidated financial statements
4
BJ SERVICES COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
LIABILITIES AND STOCKHOLDERS EQUITY
As of September 30, | ||||||||
2009 | 2008 | |||||||
(in thousands, except shares) | ||||||||
Current liabilities: |
||||||||
Accounts payable, trade |
$ | 340,735 | $ | 550,330 | ||||
Short-term borrowings |
7,202 | 57,610 | ||||||
Accrued employee compensation and benefits |
123,944 | 148,181 | ||||||
Income taxes |
24,189 | 43,126 | ||||||
Taxes other than income |
38,349 | 43,700 | ||||||
Current liabilities of discontinued operations |
1,121 | 4,667 | ||||||
Other accrued liabilities |
183,372 | 172,606 | ||||||
Total current liabilities |
718,912 | 1,020,220 | ||||||
Long-term debt |
498,910 | 498,730 | ||||||
Deferred income taxes |
204,502 | 153,713 | ||||||
Accrued pension and postretirement benefits |
126,771 | 127,065 | ||||||
Noncurrent liabilities of discontinued operations |
| 210 | ||||||
Other long-term liabilities |
77,911 | 80,163 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock (authorized 5,000,000 shares, none issued) |
||||||||
Common stock, $0.10 par value (authorized 910,000,000
shares; 347,510,648 shares issued and 292,155,129
outstanding in 2009; 347,510,648 shares issued and
294,231,626 outstanding in 2008) |
34,752 | 34,752 | ||||||
Capital in excess of par |
1,130,646 | 1,100,977 | ||||||
Retained earnings |
3,743,791 | 3,677,258 | ||||||
Accumulated other comprehensive income |
23,814 | 40,559 | ||||||
Treasury stock, at cost (55,355,519 and 53,279,022
shares, respectively) |
(1,413,086 | ) | (1,411,739 | ) | ||||
Total stockholders equity |
3,519,917 | 3,441,807 | ||||||
Total liabilities and stockholders equity |
$ | 5,146,923 | $ | 5,321,908 | ||||
The accompanying notes are an integral part of these consolidated financial statements
5
BJ SERVICES COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
(in thousands)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND OTHER COMPREHENSIVE INCOME
(in thousands)
Accumulated | ||||||||||||||||||||||||||||
Capital | Other | |||||||||||||||||||||||||||
Common | Common | In Excess | Treasury | Retained | Comprehensive | |||||||||||||||||||||||
Stock Shares | Stock | of Par | Stock | Earnings | Income | Total | ||||||||||||||||||||||
Balance, October 1, 2006 |
293,194 | $ | 34,752 | $ | 1,028,813 | $ | (1,433,808 | ) | $ | 2,494,350 | $ | 22,833 | $ | 2,146,940 | ||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | | 753,640 | | ||||||||||||||||||||||
Other comprehensive income, net of
tax: |
||||||||||||||||||||||||||||
Cumulative translation adjustments |
| | | | | 40,551 | ||||||||||||||||||||||
Minimum pension liability
adjustment |
| | | | | 3,272 | ||||||||||||||||||||||
Comprehensive income |
797,463 | |||||||||||||||||||||||||||
Adoption of new accounting principle on
pensions, net of tax |
| | | | | (15,012 | ) | (15,012 | ) | |||||||||||||||||||
Dividends declared |
| | | | (57,362 | ) | | (57,362 | ) | |||||||||||||||||||
Treasury stock purchase |
(2,565 | ) | | | (74,597 | ) | | | (74,597 | ) | ||||||||||||||||||
Re-issuance of treasury stock for: |
||||||||||||||||||||||||||||
Stock options |
528 | | | 14,019 | (6,300 | ) | | 7,719 | ||||||||||||||||||||
Stock purchase plan |
488 | | | 12,916 | (406 | ) | | 12,510 | ||||||||||||||||||||
Other stock awards |
91 | | (2,435 | ) | 2,435 | | | | ||||||||||||||||||||
Stock-based compensation |
| | 31,625 | | | | 31,625 | |||||||||||||||||||||
Tax benefit from exercise of options |
| | 2,112 | | | | 2,112 | |||||||||||||||||||||
Balance, September 30, 2007 |
291,736 | $ | 34,752 | $ | 1,060,115 | $ | (1,479,035 | ) | $ | 3,183,922 | $ | 51,644 | $ | 2,851,398 | ||||||||||||||
Adoption of new accounting principle on
income taxes |
| | | | (8,115 | ) | | (8,115 | ) | |||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | | 609,365 | | ||||||||||||||||||||||
Other comprehensive income, net of
tax: |
||||||||||||||||||||||||||||
Cumulative translation adjustments |
| | | | | (16,387 | ) | |||||||||||||||||||||
Changes in defined benefit and
other
postretirement plans |
| | | | | 5,302 | ||||||||||||||||||||||
Comprehensive income |
598,280 | |||||||||||||||||||||||||||
Dividends declared |
| | | | (58,741 | ) | | (58,741 | ) | |||||||||||||||||||
Treasury stock purchase |
(101 | ) | | | (2,089 | ) | | | (2,089 | ) | ||||||||||||||||||
Re-issuance of treasury stock for: |
||||||||||||||||||||||||||||
Stock options |
1,803 | | | 48,304 | (46,608 | ) | | 1,696 | ||||||||||||||||||||
Stock purchase plan |
648 | | | 17,202 | (2,565 | ) | | 14,637 | ||||||||||||||||||||
Other stock awards |
146 | | (3,879 | ) | 3,879 | | | | ||||||||||||||||||||
Stock-based compensation |
| | 30,237 | | | | 30,237 | |||||||||||||||||||||
Tax benefit from exercise of options |
| | 14,504 | | | | 14,504 | |||||||||||||||||||||
Balance, September 30, 2008 |
294,232 | $ | 34,752 | $ | 1,100,977 | $ | (1,411,739 | ) | $ | 3,677,258 | $ | 40,559 | $ | 3,441,807 | ||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | | 149,943 | | ||||||||||||||||||||||
Other comprehensive income, net of
tax: |
||||||||||||||||||||||||||||
Cumulative translation adjustments |
| | | | | (24,853 | ) | |||||||||||||||||||||
Pension settlement |
| | | | | 10,083 | ||||||||||||||||||||||
Changes in defined benefit and
other
postretirement plans |
| | | | | (1,975 | ) | |||||||||||||||||||||
Comprehensive income |
133,198 | |||||||||||||||||||||||||||
Dividends declared |
| | | | (58,416 | ) | | (58,416 | ) | |||||||||||||||||||
Treasury stock purchase |
(3,467 | ) | | | (44,190 | ) | | | (44,190 | ) | ||||||||||||||||||
Re-issuance of treasury stock for: |
||||||||||||||||||||||||||||
Stock options |
446 | | | 18,758 | (17,520 | ) | | 1,238 | ||||||||||||||||||||
Stock purchase plan |
769 | | | 19,630 | (7,474 | ) | | 12,156 | ||||||||||||||||||||
Other stock awards |
175 | | (4,455 | ) | 4,455 | | | | ||||||||||||||||||||
Stock-based compensation |
| | 33,866 | | | | 33,866 | |||||||||||||||||||||
Tax benefit from exercise of options |
| | 258 | | | | 258 | |||||||||||||||||||||
Balance, September 30, 2009 |
292,155 | $ | 34,752 | $ | 1,130,646 | $ | (1,413,086 | ) | $ | 3,743,791 | $ | 23,814 | $ | 3,519,917 | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
6
BJ SERVICES COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended September 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands) | ||||||||||||
Cash flows from operating activities: |
||||||||||||
Income from continuing operations |
$ | 165,971 | $ | 620,486 | $ | 753,808 | ||||||
Adjustments to reconcile income from continuing operations to cash
provided by operating activities: |
||||||||||||
Pension settlement |
21,695 | | | |||||||||
Depreciation and amortization |
296,165 | 263,970 | 206,609 | |||||||||
Minority interest expense |
13,765 | 11,903 | 11,315 | |||||||||
Loss on disposal/impairment of assets, net |
13,540 | 2,895 | 69 | |||||||||
Provision for bad debt |
8,750 | 9,606 | 6,541 | |||||||||
Loss on sale of joint venture |
| 2,947 | | |||||||||
Reserve for obsolescence and excess inventory |
14,950 | 12,816 | 5,891 | |||||||||
Stock-based compensation expense |
41,759 | 30,989 | 30,626 | |||||||||
Excess tax benefits from stock-based compensation |
(1,042 | ) | (14,699 | ) | (1,812 | ) | ||||||
Deferred income tax expense |
29,054 | 59,320 | 17,425 | |||||||||
Changes in: |
||||||||||||
Receivables |
342,716 | (124,092 | ) | (107,494 | ) | |||||||
Inventories |
37,364 | (10,240 | ) | (135,357 | ) | |||||||
Prepaid expenses and other current assets |
(45,417 | ) | (3,969 | ) | (34,693 | ) | ||||||
Accounts payable, trade |
(214,042 | ) | 12,392 | 101,305 | ||||||||
Current income taxes |
(18,707 | ) | (9,444 | ) | (7,705 | ) | ||||||
Other current liabilities |
(43,466 | ) | 50,377 | 15,304 | ||||||||
Other, net |
(31,325 | ) | (14,612 | ) | (26,595 | ) | ||||||
Net cash provided by operating activities from discontinued
operations |
22,345 | (1,851 | ) | 5,420 | ||||||||
Net cash provided by operating activities |
654,075 | 898,794 | 840,657 | |||||||||
Cash flows from investing activities: |
||||||||||||
Property additions |
(394,192 | ) | (605,584 | ) | (741,795 | ) | ||||||
Proceeds from disposal of assets |
5,903 | 13,813 | 29,298 | |||||||||
Acquisitions of businesses, net of cash received |
| (57,174 | ) | (57,920 | ) | |||||||
Net cash provided by (used in) investing activities from
discontinued operations |
1,972 | 835 | (7,473 | ) | ||||||||
Net cash used in investing activities |
(386,317 | ) | (648,110 | ) | (777,890 | ) | ||||||
Cash flows from financing activities: |
||||||||||||
Net proceeds from exercise of stock options and stock purchase plan |
16,676 | 14,207 | 22,388 | |||||||||
Purchase of treasury stock |
(44,190 | ) | (2,089 | ) | (74,597 | ) | ||||||
Proceeds from issuance of long-term debt |
| 248,858 | | |||||||||
Repayment of long-term debt |
| (250,000 | ) | | ||||||||
(Repayment) borrowing under Committed Credit Facility |
(50,000 | ) | 50,000 | | ||||||||
(Repayments) proceeds of short-term borrowings, net |
(408 | ) | (163,658 | ) | 10,994 | |||||||
Dividends paid to stockholders |
(58,520 | ) | (58,617 | ) | (58,630 | ) | ||||||
Excess tax benefits from stock-based compensation |
1,042 | 14,699 | 1,812 | |||||||||
Distributions to minority interest partners |
(3,746 | ) | (5,231 | ) | | |||||||
Debt issuance costs |
| (1,976 | ) | | ||||||||
Net cash used in financing activities |
(139,146 | ) | (153,807 | ) | (98,033 | ) | ||||||
Effect of exchange rate changes on cash |
3,770 | (4,822 | ) | 1,020 | ||||||||
Increase (decrease) in cash and cash equivalents |
132,382 | 92,055 | (34,246 | ) | ||||||||
Cash and cash equivalents at beginning of year including, including
$452, $1,466 and $3,566 related to discontinued operations |
150,254 | 58,199 | 92,445 | |||||||||
Cash and cash equivalents at end of year, including $-, $452 and
$1,466 related to discontinued operations |
$ | 282,636 | $ | 150,254 | $ | 58,199 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
7
BJ SERVICES COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business, Basis of Presentation and Baker Hughes Merger Agreement
BJ Services Company (the Company), whose operations trace back to the Byron Jackson Company
founded in 1872, was organized in 1990 under the corporate laws of the state of Delaware. We are a
leading worldwide provider of pressure pumping and other oilfield services for the petroleum
industry. Our pressure pumping services consist of cementing and stimulation services used in the
completion of new oil and natural gas wells and in remedial work on existing wells, both onshore
and offshore. The Oilfield Services Group includes casing and tubular services, process and
pipeline services, chemical services, completion tools and completion fluids services.
We consolidate all investments in which we own greater than 50%. Intercompany balances and
transactions are eliminated in consolidation. Investments in companies in which our ownership
interest ranges from 20% to 50%, and we exercise significant influence over operating and financial
policies, are accounted for using the equity method. Other investments are accounted for using the
cost method.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting periods. Actual results could differ from these estimates.
We have evaluated subsequent events through November 23, 2009, the date of issuance of the
consolidated financial statements.
Baker Hughes Merger Agreement: On August 30, 2009, the Company and Baker Hughes Incorporated
(Baker Hughes) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to
which the Company will merge with and into a wholly-owned subsidiary of Baker Hughes, and each
share of Company common stock will be converted into the right to receive 0.40035 shares of Baker
Hughes common stock and $2.69 in cash (the Merger). Completion of the Merger is subject to
customary closing conditions, including (i) approval of the Merger by the stockholders of the
Company, (ii) approval by the stockholders of Baker Hughes of the issuance of Baker Hughes common
stock to execute the merger, (iii) applicable regulatory approvals, including the termination or
expiration of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, (iv) the effectiveness of a registration statement on Form S-4 relating to
the Baker Hughes common stock to be issued in the Merger, and (v) other customary closing
conditions.
Under the Merger Agreement, the Company agreed to conduct its business in the ordinary course
while the Merger is pending, and to generally refrain from acquiring new businesses, incurring new
indebtedness, repurchasing treasury shares, issuing new common stock or equity awards, or entering
into new material contracts or commitments outside the normal course of business, without the
consent of Baker Hughes. The Company has incurred $5.3 million of costs related to the merger
during fiscal 2009, which are included in general and administrative expense in the Corporate
segment. Under certain circumstances, the Company or Baker Hughes may be required to pay a
termination fee of $175 million to the other party if the Merger is not completed. When and if the
Merger is approved or completed, certain contractual obligations of the Company will or may be
triggered or accelerated under the change of control provisions of such contractual arrangements.
Examples of such arrangements include stock-based compensation awards, severance and retirement
plan agreements applicable to executive officers, directors and certain employees, and the
equipment partnership described in Note 11.
Baker Hughes and the Company are working to comply with the U.S. Department of Justices
second request for additional information and documentary material issued October 14, 2009, and to
complete the Merger as quickly as practicable, and they currently expect the Merger to be completed
during the Companys second fiscal quarter of fiscal 2010. However, the Company cannot predict
with certainty when the Merger will be completed, because completion of the Merger is subject to
conditions both within and beyond the Companys control.
2. Summary of Significant Accounting Policies
Cash and cash equivalents: We consider all highly liquid investments purchased with original
maturities of three months or less at the time of purchase to be cash equivalents.
8
Allowance for doubtful accounts: We perform ongoing credit evaluations of our customers and
adjust credit limits based upon payment history and the customers current creditworthiness, as
determined by our review of their available credit information. We continuously monitor
collections and payments from our customers and maintain a provision for estimated uncollectible
accounts based upon our historical experience and any specific customer collection issues that we
have identified.
Inventories: Inventories, which consist principally of (i) products which are consumed in our
services provided to customers, (ii) spare parts for equipment used in providing these services and
(iii) manufactured components and attachments for equipment used in providing services, are stated
primarily at the lower of weighted-average cost or market. Cost primarily represents invoiced
costs. We regularly review inventory quantities on hand and record provisions for excess or
obsolete inventory based primarily on our estimated forecast of product demand, market conditions,
production requirements and technological developments. Significant or unanticipated changes in
market condition or to our forecast could require additional provisions for excess or obsolete
inventory.
Property: Property is stated at cost less amounts provided for permanent impairments and
includes capitalized interest of $6.0 million, $7.0 million, and $8.0 million for the years ended
September 30, 2009, 2008 and 2007, respectively. Depreciation is generally provided using the
straight-line method over the estimated useful lives of individual items. Leasehold improvements
are amortized on a straight-line basis over the shorter of their estimated useful lives or the
lease terms. The estimated useful lives are 10 to 30 years for buildings and leasehold
improvements and range from 3 to 12 years for machinery and equipment. We make judgments and
estimates in conjunction with the carrying value of these assets, including amounts to be
capitalized, depreciation and amortization methods and useful lives. Additionally, the carrying
values of these assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amounts may not be recoverable. The determination of recoverability is
made based upon estimated undiscounted future cash flows. An impairment loss is recorded in the
period in which it is determined that the carrying amount is not recoverable. The amount of the
impairment, if any, is the amount by which the net book value of the asset exceeds fair value.
Fair value determination requires us to make long-term forecasts of future revenue and costs
related to the assets subject to review. These forecasts require assumptions about demand for our
products and services, future market conditions and technological developments. Significant and
unanticipated changes to these assumptions could require a provision for impairment in a future
period.
Intangible assets: Goodwill represents the excess of cost over the fair value of the net
assets of companies acquired in purchase transactions. We review goodwill by reporting unit for
possible impairment on an annual basis, or if circumstances indicate that impairment may exist. In
determining our reporting units we considered the way we manage our operations and the nature of
those operations. Our reporting units are our operating segments. See Note 9 for Segment
Information. We reviewed our goodwill balance for impairment at March 31, June 30 and September
30, 2009 and concluded each time that no impairment existed. In fiscal 2008 we recorded a $6.1
million impairment of goodwill related to our Russia operations. Other intangible assets primarily
consist of acquired patents and are being amortized on a straight-line basis ranging from 2 to 20
years, with the weighted average amortization period being 12.2 years. We utilize undiscounted
estimated cash flows to evaluate any possible impairment of intangible assets. The discount rate
utilized is based on market factors at the time the evaluation is performed.
Income taxes: We provide for income taxes in accordance with ASC 740, Income Taxes. This
standard takes into account the differences between financial statement treatment and tax treatment
of certain transactions. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. The effect of a
change in tax rates is recognized as income or expense in the period that includes the enactment
date. This calculation requires us to make certain estimates about our future operations. Changes
in state, federal and foreign tax laws as well as changes in our financial condition could affect
these estimates. We record a valuation allowance to reduce our deferred tax assets when it is more
likely than not that some portion or all of the deferred tax assets will not be utilized. We
consider all available evidence, both positive and negative, to determine whether a valuation
allowance is needed. The ultimate realization of the deferred tax assets depends on the ability
to generate sufficient taxable income of the appropriate character within the carryback or
carryforward period set forth under the applicable tax law. Our tax filings for various periods
are subjected to audit by tax authorities in the jurisdictions where we conduct business. These
audits may result in assessments of additional taxes that are resolved with the authorities or
potentially through the courts. Resolution of these situations inevitably includes some degree of
uncertainty. ASC 740 also addresses the
9
determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the
financial statements. The tax benefit from an uncertain tax position is to be recognized when it
is more likely than not, based on the technical merits of the position, that the position will be
sustained on examination by the taxing authorities. Additionally, the amount of the tax benefit to
be recognized is the largest amount of benefit that has a greater than fifty percent likelihood of
being realized upon ultimate settlement. ASC 740 also provides guidance on derecognition,
classification, interest and penalties on income taxes, accounting in interim periods, and
financial statement disclosures. We recognize potential penalties and interest related to
unrecognized tax benefits as a component of income tax expense.
Self-insurance accruals: We are self-insured for certain losses relating to workers
compensation, general liability, property damage and employee medical benefits for claims filed and
claims incurred but not reported. Our liability is based primarily on an actuarial undiscounted
basis using individual case-based valuations and statistical analysis and is based upon judgment
and historical experience; however, the final cost of many of these claims may not be known for
five years or longer. We review our self-insurance accruals on a quarterly basis. We have
purchased stop-loss coverage to limit, to the extent feasible, our aggregate exposure to certain
claims. There is no assurance that such coverage will adequately protect us against liability from
all potential consequences.
Contingencies: We record an estimated loss from a loss contingency when information available
prior to the issuance of our financial statements indicates that it is probable that an asset has
been impaired or a liability has been incurred at the date of the financial statements and the
amount of the loss can be reasonably estimated. Accounting for contingencies such as
environmental, legal and income tax matters requires us to use judgment. While we believe that our
accruals for these matters are adequate, if the actual loss from a loss contingency is
significantly different than the estimated loss, our results of operations may be adversely
impacted. For significant litigation, we accrue for our estimated legal defense costs.
Environmental remediation and compliance: Environmental remediation costs are accrued based on
estimates of known environmental exposures using currently available facts, existing environmental
permits and technology and presently enacted laws and regulations. For sites where we are
primarily responsible for the remediation, our estimate of costs are developed based on internal
evaluations and are not discounted. Such accruals are recorded when environmental assessments
and/or remedial efforts are probable and the cost can be reasonably estimated. The accrual is
recorded even if significant uncertainties exist over the ultimate cost of the remediation and is
updated as additional information becomes available. Ongoing environmental compliance costs, such
as obtaining environmental permits, installation of pollution control equipment and waste disposal,
are expensed as incurred. Where we have been identified as a potentially responsible party in a
U.S. federal or state Superfund site, we accrue our share of the estimated remediation costs of the
site based on the ratio of the estimated volume of waste contributed to the site by us to the total
estimated volume of waste at the site.
Revenue recognition: Our revenue is composed of product sales, rental, service and other
revenue. Products, rentals, and services are generally sold based on fixed or determinable priced
purchase orders or contracts with the customer and do not include the right of return. We
recognize revenue from product sales when title passes to the customer, the customer assumes risks
and rewards of ownership, and collectibility is reasonably assured. Rental, service and other
revenue is recognized when the services are provided and collectibility is reasonably assured.
Research and development expenditures: Research and development expenditures are expensed as
incurred.
Maintenance and repairs: Expenditures for maintenance and repairs are expensed as incurred.
Expenditures for renewals and improvements are capitalized if they extend the life, increase the
capacity or improve the efficiency of the asset.
Foreign currency translation: Our functional currency is primarily the U.S. dollar. Gains
and losses resulting from financial statement translation of foreign operations where a foreign
currency is the functional currency are included in other comprehensive income. Our operations in
Canada and Algeria use their respective local currencies as the functional currency.
Derivative instruments: We occasionally enter into forward foreign exchange contracts to
hedge the impact of currency fluctuations on certain transactions and assets and liabilities
denominated in foreign currencies. We do not enter into derivative instruments for speculative or
trading purposes. We recognize all derivatives on the balance sheet at fair value. No such
contracts were outstanding as of September 30, 2009 or 2008.
10
Employee stock-based compensation: Employee services received in exchange for stock or
stock-based awards are expensed in accordance with ASC 505, Equity and ASC 718, Compensation
Stock Compensation. The fair value of the employee services received in exchange for stock-based
awards is measured based on the grant-date fair value which is determined using the Black-Scholes
option-pricing model for the stock option awards, bonus stock and phantom stock and a Monte-Carlo
simulation model for the performance units. Awards granted are expensed ratably over the vesting
period of the award, unless retirement age is reached in which case the expense is accelerated. We
reduce the expense recognized based on an estimated forfeiture rate at the time of grant and revise
this rate, if necessary, in subsequent periods to reflect actual forfeitures. Excess tax benefits,
as defined, are recognized as an addition to capital in excess of par. Detriments are recognized
as a reduction to capital in excess of par to the extent that there is sufficient capital in excess
of par available. To the extent there is not sufficient capital in excess of par available, the
detriment is recorded as income tax expense.
New accounting pronouncements: In June 2009, the Financial Accounting Standards Board
(FASB) issued guidance contained in ASC 105, Generally Accepted Accounting Principles,
establishing an authoritative United States GAAP superseding all pre-existing accounting standards
and literature. This guidance is effective for financial statements issued for interim and annual
periods after September 15, 2009. Consequently, we have changed the accounting literature
references contained in this report, but other than that, this new standard had no significant
impact on our consolidated financial statements.
In June 2009, the FASB issued ASC 810, Consolidation Variable Interest Entities, which
addresses the addition of qualified special purpose entities into previous guidance as the concept
of these entities was eliminated by ASC 860. This guidance also modifies the analysis by which a
controlling interest of a variable interest entity is determined thereby requiring the controlling
interest to consolidate the variable interest entity. A controlling interest exists if a party to
a variable interest entity has both (i) the power to direct the activities of a variable interest
entity that most significantly impact the entitys economic performance and (ii) the obligation to
absorb losses of or receive benefits from the entity that could be potentially significant to the
variable interest entity. This statement could impact the way we account for our limited
partnership discussed in Note 11 under Lease and Other Long-Term Commitments. ASC 810 becomes
effective as of the beginning of the first annual reporting period beginning after November 15,
2009 and should be applied prospectively for interim and annual periods during that period going
forward. We will adopt the guidance under ASC 810 on October 1, 2010, and have not yet determined
the impact, if any, on our consolidated financial statements.
In June 2009, the FASB issued guidance under ASC 860 Transfers and Servicing, which
eliminates the concept of a qualified special purpose entity and enhances guidance related to
derecognition of transferred assets. ASC 860 becomes effective as of the beginning of the first
annual reporting period beginning after November 15, 2009 and should be applied prospectively for
interim and annual periods during that period going forward. We will adopt the guidance under ASC
860 on October 1, 2010, and have not yet determined the impact, if any, on our consolidated
financial statements.
On June 30, 2009, we adopted guidance under ASC 825, Financial Instruments Overall,
requiring publicly-traded companies to disclose the fair value of financial instruments in their
interim financial statements. See Note 7 for such disclosure.
In May 2009, the FASB issued guidance in ASC 855, Subsequent Events, to establish general
standards of accounting for and disclosures of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. We adopted this guidance
beginning with our June 30, 2009 condensed consolidated financial statements.
In December 2008, the FASB issued guidance under ASC 715, Compensation Retirement Benefits
Defined Benefit Plans, requiring the disclosure of major categories of plan assets, investment
policies and strategies, fair value measurement of plan assets and significant concentration of
credit risks related to defined benefit pension or other postretirement plans. This guidance is
effective for fiscal years ending after December 15, 2009 and, accordingly, we will adopt it in
fiscal 2010.
In April 2008, the FASB issued guidance contained in ASC 350, Intangibles Goodwill and
Others General Intangibles Other than Goodwill, amending the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under previously existing literature. The objective of this guidance is to improve
the consistency between the useful life of a recognized intangible asset under ASC 350 and the
period of expected cash flows used to measure the fair value of the asset
11
under ASC 805, Business Combinations. ASC 350 is effective for the Company beginning October
1, 2009, and is not expected to have a significant impact on our consolidated financial statements.
In March 2008, the FASB issued guidance under ASC 815, Derivatives and Hedging, changing the
disclosure requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how
derivative instruments and related hedged items are accounted for under ASC 815, and its related
interpretations, and (3) how derivative instruments and related hedged items affect an entitys
financial position, financial performance and cash flows. We adopted this guidance in the second
quarter of fiscal 2009. We currently have no derivative financial instruments subject to
accounting or disclosure under ASC 815; therefore, the guidance under ASC 815 had no effect on our
consolidated statements of financial position, results of operations or cash flows.
In December 2007, the FASB issued guidance under ASC 805, Business Combinations, that retains
fundamental requirements requiring the acquisition method of accounting be used for all business
combinations and for an acquirer to be identified for each business combination. ASC 805 defines
the acquirer as the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer achieves control.
ASC 805 establishes principles and requirements for how the acquirer:
a. | Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. | ||
b. | Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. | ||
c. | Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. |
This guidance is effective for business combinations occurring on or after the beginning of
the first annual reporting period beginning after December 15, 2008. Consequently, we will adopt
this guidance on October 1, 2009.
In December 2007, the FASB issued guidance under ASC 810, Consolidation Overall -
Transition, amending previous guidance to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. ASC 810
requires consolidated net income to be reported at amounts that include the amounts attributable to
both the parent and the noncontrolling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income attributable to the
parent and to the noncontrolling interest and requires that a parent recognize a gain or loss in
net income when a subsidiary is deconsolidated. ASC 810 requires expanded disclosures in the
consolidated financial statements that identify and distinguish between the interests of the
parents owners and the interests of the noncontrolling owners of a subsidiary and shall be applied
prospectively as of the beginning of the fiscal year in which initially applied, except for the
presentation and disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. This guidance is effective for fiscal years
beginning after December 15, 2008 (our fiscal year beginning October 1, 2009). We do not have
significant noncontrolling interests in consolidated subsidiaries, and therefore, adoption of this
guidance is not expected to have a significant impact on our consolidated financial statements.
In February 2007, the FASB issued guidance under ASC 825, Financial Instruments, providing
companies with an option to report selected financial assets and liabilities at fair value. Under
ASC 825, companies that elect the fair value option will report unrealized gains and losses in
earnings at each subsequent reporting date. In addition, the guidance establishes presentation and
disclosure requirements designed to facilitate comparisons between companies that choose different
measurement attributes for similar types of assets and liabilities. The fair value option election
is irrevocable, unless a new election date occurs. ASC 825 is effective the beginning of an
entitys first fiscal year beginning after November 15, 2007 and is to be applied prospectively,
unless the entity elects early adoption. Consequently, we adopted ASC 825 effective October 1,
2008 and elected not to apply the fair value option.
In September 2006, the FASB issued guidance under ASC 820, Fair Value Measurements and
Disclosures, section 10, defining fair value, outlining a fair value hierarchy (requiring
market-based assumptions be
used, if available) and setting disclosure requirements of assets and liabilities measured at
fair value based on their level in the hierarchy. On October 1, 2008, we adopted, without material
impact on our consolidated financial statements, the provisions of ASC 820 related to financial
assets and liabilities. We will adopt the provisions of
12
ASC 820 related to non-financial assets
and liabilities on October 1, 2009 and we do not expect the adoption of these provisions to
materially impact our consolidated financial statements.
3. Discontinued Operations
We completed work on our final pressure pumping contract in Russia in July 2009.
Consequently, we classified the Russia pressure pumping unit, an operating segment within the
International Pumping Services segment, as a discontinued operation. Accordingly, the assets and
liabilities of this business, along with its results of operations, have been reclassified for all
periods presented. As soon as our contractual obligations were fulfilled, we began the process of
redeployment and liquidation of the assets associated with this business and other exit activities.
In the fourth quarter of fiscal 2009, we recorded charges totaling $6.6 million in connection with
these exit activities, including employee separation costs, fixed asset and inventory impairment
charges. We expect to incur additional exit costs during fiscal 2010 in the range of $3-4 million
as we complete the exit activities associated with our Russia pressure pumping business.
In fiscal 2008, the goodwill related to our Russia pressure pumping operations of $6.1 million
was fully impaired. Our analysis at that time indicated that such goodwill would likely not be
recoverable, largely as a result of competitive pressure in the areas in which we operated, cost
inflation, currency risks and concerns over future activity reductions.
Summarized operating results from discontinued operations are as follows:
Year Ended September 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
(in thousands) | ||||||||||||
Revenue |
$ | 30,035 | $ | 67,185 | $ | 71,916 | ||||||
Loss before income taxes |
(16,231 | ) | (10,374 | ) | (1,033 | ) | ||||||
Income tax expense (benefit) |
(203 | ) | 747 | (865 | ) | |||||||
Loss from discontinued operations |
$ | (16,028 | ) | $ | (11,121 | ) | $ | (168 | ) | |||
Significant categories of assets and liabilities from discontinued operations are shown below,
as of September 30:
2009 | 2008 | |||||||
(in thousands) | ||||||||
Total assets: |
||||||||
Receivables, net of allowance
for doubtful accounts |
$ | | $ | 16,503 | ||||
Inventories, net |
2,910 | 16,348 | ||||||
Prepaid and other current assets |
| 1,709 | ||||||
Property, net |
4,708 | 32,601 | ||||||
Total assets |
$ | 7,618 | $ | 67,161 | ||||
Total liabilities: |
||||||||
Accounts payable, trade |
$ | | $ | 4,285 | ||||
Accrued liabilities |
1,121 | 592 | ||||||
Total liabilities |
$ | 1,121 | $ | 4,877 | ||||
4. Acquisitions of Businesses
Fiscal 2008
On May 21, 2008, we acquired all of the outstanding shares of Innicor Subsurface Technologies
Inc. (Innicor) for a purchase price of $54.4 million, including transaction costs, which resulted
in an increase of $36.4 million in total current assets, $14.5 million in property and equipment,
$0.7 million in intangible assets, $11.3 million in current liabilities, $3.1 million in long term
liabilities and $17.2 million of goodwill. Innicor designs, manufactures and provides tools and
equipment utilized in the completion and production phases of oil and gas well development in
Canada and select international markets. This business complements our completion
tools business in the Oilfield Services Group. Pro forma financial information for this
acquisition is not included as it is not material to our consolidated financial statements.
Fiscal 2007
13
On November 3, 2006, we completed the acquisition of Profile International Ltd. (Profile)
for a total purchase price of $2.5 million, which resulted in $2.2 million of goodwill. Profile,
located in Newcastle, England, was a provider of caliper inspection tools for pipeline integrity
assessment to markets worldwide. This business complements our pipeline inspection business in the
Oilfield Services Group segment.
On December 20, 2006, we purchased substantially all of the operating assets of Tekcor
Technology, Ltd. (Tekcor) for $8.3 million, which resulted in an increase of $3.6 million to
total current assets, $0.7 million in property and equipment and $4.0 million to technology-based
intangible assets. Located in Houston, Texas, Tekcor was a provider of specialty chemicals and
related services to the oil and gas well drilling industry along the Texas and Louisiana Gulf Coast
and is included in our completion fluids business in the Oilfield Services Group segment.
On March 1, 2007 we acquired Aberdeen-based Norson Services Ltd, (Norson), a division of
Norson Group Ltd., and substantially all of the assets of Norson Groups United States subsidiary
Norson Services LLC. The total purchase price paid for both acquisitions was $29.0 million,
including legal fees, which resulted in an increase of $7.4 million in total current assets, $5.9
million in property and equipment, $1.8 million in intangible assets, $5.4 million in current
liabilities and $19.3 million of goodwill. The addition of Norsons hydraulic and electrical
umbilical testing services and the services provided by the Norsons subsea units, which include
remote pigging and flooding, subsea hydro testing and subsea data logging, strengthened the service
capabilities of our process and pipeline services business in the Oilfield Services Group segment.
On June 30, 2007, we completed the acquisition of substantially all of the capillary tubing
assets of Allis-Chalmers for a total purchase price of $16.3 million, which resulted in an increase
of $1.5 million in current assets, $1.8 in property and equipment and $13.0 million of goodwill.
The assets are used for the installation and service of capillary injection systems primarily in
the United States and Mexico. The assets complement our Dyna-Coil acquisition which occurred in
the fourth quarter of fiscal 2006 and enhance our chemical services operation in the Oilfield
Services Group segment.
Pro forma financial information for our fiscal 2007 acquisitions is not included as they were
not material individually or in aggregate to our consolidated financial statements.
5. Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing net income by the
weighted-average number of common shares outstanding for the period. Diluted earnings per share is
based on the weighted-average number of shares outstanding during each period and the assumed
exercise of dilutive instruments (stock options, employee stock purchase plan, stock incentive
awards, bonus stock and director stock awards) less the number of treasury shares assumed to be
purchased with the exercise proceeds using the average market price of our common stock for each of
the periods presented.
14
The following table presents information necessary to calculate earnings per share for each of
the three years in the period ended September 30, 2009 (in thousands, except per share amounts):
2009 | 2008 | 2007 | ||||||||||
Income from continuing operations |
$ | 165,971 | $ | 620,486 | $ | 753,808 | ||||||
Loss from discontinued operations |
(16,028 | ) | (11,121 | ) | (168 | ) | ||||||
Net income |
$ | 149,943 | $ | 609,365 | $ | 753,640 | ||||||
Weighted-average common shares outstanding |
292,239 | 293,479 | 292,757 | |||||||||
Basic earnings per share: |
||||||||||||
Income from continuing operations |
$ | 0.57 | $ | 2.11 | $ | 2.57 | ||||||
Loss from discontinued operations |
(0.06 | ) | (0.03 | ) | | |||||||
Net income |
$ | 0.51 | $ | 2.08 | $ | 2.57 | ||||||
Weighted-average common and dilutive potential
common shares outstanding: |
||||||||||||
Weighted-average common shares outstanding |
292,239 | 293,479 | 292,757 | |||||||||
Assumed exercise of stock options |
25 | 1,792 | 2,960 | |||||||||
Assumed stock purchase plan grants |
| 297 | 135 | |||||||||
Assumed vesting of other stock awards |
1,129 | 198 | 64 | |||||||||
Weighted-average dilutive shares outstanding |
293,393 | 295,766 | 295,916 | |||||||||
Diluted earnings per share: |
||||||||||||
Income from continuing operations |
$ | 0.57 | $ | 2.10 | $ | 2.55 | ||||||
Loss from discontinued operations |
(0.06 | ) | (0.04 | ) | | |||||||
Net income |
$ | 0.51 | $ | 2.06 | $ | 2.55 | ||||||
For the years ended September 30, 2009, 2008 and 2007, 11.4 million, 2.9 million and 2.9
million stock options, respectively, were excluded from the computation of diluted earnings per
share due to their antidilutive effect. For the year ended September 30, 2009, the $0.9 million
shares to be granted under the stock purchase plan (see Note 14) were excluded from the computation
of diluted earnings per share due to their antidilutive effect.
6. Debt
Long-term debt at September 30 consisted of the following (in thousands):
2009 | 2008 | |||||||
5.75% Senior Notes due 2011, net of discount |
$ | 249,891 | $ | 249,825 | ||||
6% Senior Notes due 2018, net of discount |
249,019 | 248,905 | ||||||
Long-term debt |
$ | 498,910 | $ | 498,730 | ||||
On May 19, 2008, we completed a public offering of $250.0 million of 6% Senior Notes due 2018.
The net proceeds from the offering of approximately $246.9 million, after deducting underwriting
discounts and commissions and expenses, were used to retire $250.0 million in outstanding floating
rate Senior Notes, which matured June 1, 2008. We also have outstanding $250.0 million of 5.75%
Senior Notes due 2011.
Our amended and restated revolving credit facility (the Revolving Credit Facility) permits
borrowings of up to $400 million in principal amount. The Revolving Credit Facility includes a $50
million sublimit for the issuance of standby letters of credit and a $20 million sublimit for
swingline loans. Swingline loans have short-term maturities and the remaining amounts outstanding
under the Revolving Credit Facility become due and payable in August 2012. In addition, we have
the right to request up to an additional $200 million over the permitted borrowings of $400
million, subject to the approval of our lenders at the time of the request. Depending on the
amount of borrowings outstanding under this facility, the interest rate applicable to borrowings
generally ranges from 30-40 basis points above LIBOR. We are charged various fees in connection
with the Revolving Credit Facility, including a commitment fee based on the average daily unused
portion of the commitment, totaling $0.3 million, $0.2 million and $0.3 million in fiscal 2009,
2008 and 2007, respectively. In addition, the Revolving Credit Facility charges a utilization fee
on all outstanding loans and letters of credit when usage of the Revolving Credit
15
Facility exceeds 62.5%; there were no material utilization fees incurred for the fiscal years ended
September 30, 2009, 2008 or 2007. There were no borrowings under the Revolving Credit Facility at
September 30, 2009 and 2008 and pursuant to the Merger Agreement, their must be no borrowings
outstanding under the Revolving Credit Facility on the completion date of the Merger.
In May 2008, we entered into a $50.0 million Committed Credit Facility with a commercial bank
to finance our acquisition of Innicor Subsurface Technologies Inc. There were no commitment fees
required by this facility, and the interest rate was based on market rates on the dates that
amounts are borrowed. This facility expired in May 2009 and was repaid with cash on hand.
In addition to the Revolving Credit Facility, we had available $24.3 million of unsecured
discretionary lines of credit at September 30, 2009, which expire at the banks discretion. There
are no requirements for commitment fees or compensating balances in connection with these lines of
credit, and interest is at prevailing market rates. There was $7.2 million and $7.6 million in
outstanding borrowings under these lines of credit at September 30, 2009 and 2008, respectively.
The weighted average interest rates on short-term borrowings outstanding as of September 30, 2009
and 2008 were 4.50% and 5.23%, respectively.
The Senior Notes and Revolving Credit Facility include various customary covenants and other
provisions, including the maintenance of certain profitability and solvency ratios, none of which
materially restrict our activities. We are currently in compliance with all financial covenants
imposed.
7. Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable.
Cash and Cash Equivalents, Short-term Investments, Trade Receivables, Trade Payables and
Short-Term Borrowings: The carrying amount approximates fair value because of the short-term
maturity of those instruments.
Long-term Debt: Fair value is based on quoted prices in active markets for our debt
securities.
Foreign Currency Debt: Periodically, we borrow funds which are denominated in foreign
currencies, which exposes us to market risk associated with exchange rate movements. There were
$7.2 million and $7.6 million borrowings denominated in foreign currencies at September 30, 2009
and 2008, respectively.
The fair value of financial instruments that differed from their carrying value at September
30, 2009 and 2008 was as follows (in thousands):
2009 | 2008 | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
Amount | Value | Amount | Value | |||||||||||||
5.75% Senior Notes due 2011 |
$ | 249,891 | $ | 260,000 | $ | 249,825 | $ | 255,225 | ||||||||
6% Senior Notes due 2018 |
249,019 | 251,465 | 248,905 | 250,300 |
8. Income Taxes
The geographical sources of income from continuing operations before income taxes for each of
the three years in the period ended September 30, 2009 were as follows (in thousands):
2009 | 2008 | 2007 | ||||||||||
United States |
$ | (81,935 | ) | $ | 522,242 | $ | 831,852 | |||||
International |
276,102 | 356,278 | 282,029 | |||||||||
Income from continuing operations
before income taxes |
$ | 194,167 | $ | 878,520 | $ | 1,113,881 | ||||||
16
The provision for income taxes for each of the three years in the period ended September
30, 2009 is summarized below (in thousands):
2009 | 2008 | 2007 | ||||||||||
Current: |
||||||||||||
United States Federal |
$ | (54,448 | ) | $ | 106,467 | $ | 260,374 | |||||
United States State |
(9,899 | ) | 12,234 | 21,680 | ||||||||
International |
63,489 | 80,013 | 60,594 | |||||||||
Total current |
(858 | ) | 198,714 | 342,648 | ||||||||
Deferred: |
||||||||||||
United States Federal |
12,641 | 45,634 | 5,069 | |||||||||
United States State |
1,849 | 4,872 | 1,258 | |||||||||
International |
14,564 | 8,814 | 11,098 | |||||||||
Total deferred |
29,054 | 59,320 | 17,425 | |||||||||
Income tax expense |
$ | 28,196 | $ | 258,034 | $ | 360,073 | ||||||
The consolidated effective income tax rates (as a percent of income before income taxes) for
each of the three years in the period ended September 30, 2009 varied from the U.S. statutory
income tax rate for the reasons set forth below:
2009 | 2008 | 2007 | ||||||||||
U.S. statutory rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Foreign earnings at varying rates |
(17.8 | ) | (4.5 | ) | (3.1 | ) | ||||||
State income taxes, net of federal benefit |
(2.7 | ) | 1.3 | 1.3 | ||||||||
Other income taxes |
10.9 | 1.8 | 1.0 | |||||||||
Changes in valuation allowance |
2.7 | (1.0 | ) | (1.1 | ) | |||||||
Foreign income recognized domestically |
3.7 | (0.1 | ) | | ||||||||
Foreign expense recognized domestically |
(9.4 | ) | | | ||||||||
Domestic production activity deduction |
| (1.0 | ) | (0.7 | ) | |||||||
Tax credits |
(9.8 | ) | (1.2 | ) | (1.0 | ) | ||||||
Nondeductible expenses |
1.3 | 0.5 | 1.0 | |||||||||
Other, net |
0.6 | (1.4 | ) | (0.1 | ) | |||||||
14.5 | % | 29.4 | % | 32.3 | % | |||||||
17
Deferred tax assets and liabilities are recognized for the estimated future tax effects of
temporary differences between the tax basis of assets or liabilities and its reported amount in the
financial statements. The measurement of deferred tax assets and liabilities is based on enacted
tax laws and rules currently in effect in each of the taxing jurisdictions in which we have
operations. Generally, deferred tax assets and liabilities are classified as current or noncurrent
according to the classification of the related asset or liability for financial reporting purposes.
Deferred tax assets and liabilities as of September 30 were as follows (in thousands):
2009 | 2008 | |||||||
Assets: |
||||||||
Accrued compensation expense |
$ | 46,857 | $ | 35,769 | ||||
Accrued postretirement benefits |
9,412 | 18,114 | ||||||
Pension liability |
22,798 | 16,927 | ||||||
Deferred / unrealized gain |
859 | 2,161 | ||||||
Accrued insurance expense |
11,376 | 12,449 | ||||||
Other accrued expenses |
5,228 | 18,009 | ||||||
Foreign tax credit carryforwards |
14,948 | | ||||||
Deferred revenue |
7,099 | 4,151 | ||||||
Net operating and capital loss carryforwards |
7,220 | 10,230 | ||||||
Valuation allowance |
(7,795 | ) | (1,831 | ) | ||||
Total deferred tax asset |
118,002 | 115,979 | ||||||
Liabilities: |
||||||||
Differences in depreciable basis of property |
(265,733 | ) | (212,418 | ) | ||||
Unrealized gain/loss |
| (6,332 | ) | |||||
Pension asset |
| (2,547 | ) | |||||
Earnings of foreign affiliates |
(1,946 | ) | | |||||
Total deferred tax liability |
(267,679 | ) | (221,297 | ) | ||||
Net deferred tax liability |
$ | (149,677 | ) | $ | (105,318 | ) | ||
We adopted the provisions of ASC 740 regarding the recognition of tax benefits on October 1,
2007. As a result of the implementation of the new standard, we recognized a reduction of $8.1
million in the October 1, 2007 balance of retained earnings, with a corresponding increase to other
long-term liabilities. We have unrecognized tax benefits which, if recognized, would favorably
affect the effective tax rate in the period in which recognized. A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows (in thousands):
Gross Unrecognized | ||||||||||||
Tax Benefits, | Total Gross | |||||||||||
Excluding Interest | Interest and | Unrecognized Tax | ||||||||||
and Penalties | Penalties | Benefits | ||||||||||
Balance at October 1, 2008 |
$ | 50,383 | $ | 8,866 | $ | 59,249 | ||||||
Increases during fiscal 2009 |
5,593 | 3,165 | 8,758 | |||||||||
Decreases due to resolution
of uncertain tax positions |
(16,044 | ) | (1,532 | ) | (17,576 | ) | ||||||
Balance at September 30, 2009 |
$ | 39,932 | $ | 10,499 | $ | 50,431 | ||||||
We recognize potential penalties and interest related to unrecognized tax benefits as a
component of income tax expense. It is reasonably possible that approximately $14.4 million of
unrecognized tax benefits could be realized in the next twelve months, due to expiring statutes of
limitation and settlements with government authorities.
We file tax returns in the United States and approximately fifty countries and are subject to
audits periodically, none of which is expected to have a material impact on our financial
statements. Due to the uncertainty and various stages of such audits, we are unable to make
reasonably reliable estimates of the period of any cash settlement related to our tax benefit
liabilities or whether any material net cash settlement will be required. The United States and
Canada are our major taxing jurisdictions. The earliest open tax year subject to examination is
2006 for the United States and 2001 for Canada.
At September 30, 2009, we had approximately $31.3 million of foreign net operating loss
carryforwards and $1.0 million of state net operating loss carryforwards. The foreign net
operating loss carryforwards expire as follows: $1.3 million in 2012, $2.4 million by fiscal year
2014 and the remaining $27.6 million does not expire. The state net operating losses will expire
between fiscal year 2010 and fiscal year 2019.
18
We record a valuation allowance to reduce our deferred tax assets when it is more likely than
not that some portion or all of the deferred tax assets will expire before realization of the
benefit. Because management believes that it is more likely than not that a portion of the foreign
net operating loss carryforwards and foreign tax credit carryforwards will not be realized, a
valuation allowance has been recorded on a portion of these amounts.
Our stock basis difference in foreign subsidiaries, for which a U.S. deferred tax liability
has not been established, is approximately $866.7 million as of September 30, 2009. This stock
basis difference arises from the existence of unremitted foreign earnings and cumulative
translation adjustments. We have provided additional taxes for the anticipated repatriation of
foreign earnings of our foreign subsidiaries where we have determined that the foreign subsidiaries
earnings are not indefinitely reinvested. For foreign subsidiaries whose earnings are indefinitely
reinvested, no provision for U.S. federal and state income taxes has been recorded. If we were to
record a tax liability for the full tax versus book basis difference of our foreign subsidiaries,
an additional net deferred tax liability of approximately $121.2 million would be recorded as of
September 30, 2009.
9. Segment Information
We currently have twelve operating segments for which separate financial information is
available and that have separate management teams that are engaged in oilfield services. The
results for these operating segments are evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and assessing performance. The operating segments have been
aggregated into four reportable segments: U.S./Mexico Pressure Pumping, Canada Pressure Pumping,
International Pressure Pumping and the Oilfield Services Group. We revised our internal management
reporting structure in fiscal 2009, moving our U.S. service tool business, which previously had
been reported within the U.S./Mexico Pressure Pumping segment, into the completion tools division
of our Oilfield Services Group. All periods presented have been recast to conform to the new
reporting structure.
The U.S./Mexico Pressure Pumping segment has two operating segments that provide cementing
services and stimulation services (consisting of fracturing, acidizing, sand control, nitrogen,
coiled tubing and service tool services) throughout the United States and Mexico. These two
operating segments have been aggregated into one reportable segment because they offer the same
type of services, have similar economic characteristics, have similar production processes and use
the same methods to provide their services.
The Canada Pressure Pumping segment has one operating segment. Like U.S./Mexico Pressure
Pumping, it provides cementing and stimulation services. These services are provided to customers
in major oil and natural gas producing areas of Canada.
The International Pressure Pumping segment has four operating segments. Similar to
U.S./Mexico and Canada Pressure Pumping, it provides cementing and stimulation services. These
services are provided to customers in more than 50 countries in the major international oil and
natural gas producing areas of Europe, the Middle East, Asia Pacific and Latin America. These
operating segments have been aggregated into one reportable segment because they have similar
economic characteristics, offer the same type of services, have similar production processes and
use the same methods to provide their services. They also serve the same or similar customers,
which include major multi-national, independent and national or state-owned oil companies. Our
Russia pressure pumping unit, which was historically an operating segment within the International
Pressure Pumping, was discontinued during 2009. See Note 3. Consequently, its operating results
are excluded from the segment data tables below.
The Oilfield Services segment has five operating segments. These operating segments provide
other oilfield services such as casing and tubular services, process and pipeline services,
chemical services, completion tools and completion fluids services in the United States and in
select markets internationally. These operating segments have been aggregated into one reportable
segment as they all provide oilfield services other than pressure pumping, have similar economic
characteristics, serve same or similar customers which primarily include major multi-national,
independent and national or state-owned oil companies, and some of the operating segments share
resources.
The accounting policies of the segments are the same as those described in the summary of
significant accounting policies. We evaluate the performance of our segments based on operating
income. Intersegment sales and transfers are not material.
Summarized financial information concerning our segments for each of the three years in the
period ended September 30, 2009 is shown in the following tables (in thousands). The Corporate
column includes corporate expenses and assets not allocated to the operating segments. Revenue by
geographic location is determined based
19
on the location in which services are rendered or products are sold. Historically, in
disclosing Long-Lived Assets by geographic location, we have included all goodwill in the United
States. For purposes of this report, we have shown the goodwill in its respective country of
origin based on our acquisition history. As a result, the corresponding amounts of Long-Lived
Assets in previously reported periods have been restated to conform to the current presentation
format by reducing United States by $417.4 million and $355.5 million, increasing Canada by $116.9
million and $116.9 million, and increasing other countries by $300.5 million and $238.6 million for
fiscal 2008 and 2007, respectively. For the years ended September 30, 2009, 2008 and 2007, we
provided services to several thousand customers, none of which accounted for more than 5% of
consolidated revenue.
U.S./Mexico | Canada | International | Oilfield | |||||||||||||||||||||
Pressure | Pressure | Pressure | Services | |||||||||||||||||||||
Business Segments | Pumping | Pumping | Pumping | Group | Corporate | Total | ||||||||||||||||||
2009 |
||||||||||||||||||||||||
Revenue |
$ | 1,853,831 | $ | 309,435 | $ | 1,098,493 | $ | 860,138 | $ | | $ | 4,121,897 | ||||||||||||
Operating income (loss) |
104,094 | 17,610 | 121,463 | 102,928 | (116,821 | ) | 229,274 | |||||||||||||||||
Total assets |
1,518,249 | 424,675 | 1,459,930 | 1,031,925 | 712,144 | 5,146,923 | ||||||||||||||||||
Capital expenditures |
178,756 | 9 | 131,899 | 56,211 | 27,317 | 394,192 | ||||||||||||||||||
Depreciation |
135,381 | 27,528 | 79,903 | 43,242 | 6,497 | 292,551 | ||||||||||||||||||
2008 |
||||||||||||||||||||||||
Revenue |
$ | 2,743,383 | $ | 442,474 | $ | 1,185,388 | $ | 987,832 | $ | | $ | 5,359,077 | ||||||||||||
Operating income (loss) |
597,837 | 34,341 | 178,716 | 191,670 | (89,270 | ) | 913,294 | |||||||||||||||||
Total assets |
1,728,751 | 515,600 | 1,415,494 | 1,076,894 | 585,169 | 5,321,908 | ||||||||||||||||||
Capital expenditures |
267,476 | 20,163 | 194,572 | 82,951 | 40,422 | 605,584 | ||||||||||||||||||
Depreciation |
115,774 | 34,797 | 63,549 | 35,490 | 10,705 | 260,315 | ||||||||||||||||||
2007 |
||||||||||||||||||||||||
Revenue |
$ | 2,534,601 | $ | 386,547 | $ | 1,002,828 | $ | 806,517 | $ | | $ | 4,730,493 | ||||||||||||
Operating income (loss) |
874,808 | 32,493 | 154,793 | 170,362 | (79,858 | ) | 1,152,598 | |||||||||||||||||
Total assets |
1,487,260 | 550,449 | 1,262,831 | 997,983 | 416,689 | 4,715,212 | ||||||||||||||||||
Capital expenditures |
288,037 | 83,643 | 200,366 | 84,037 | 85,712 | 741,795 | ||||||||||||||||||
Depreciation |
88,410 | 29,327 | 50,458 | 29,112 | 7,059 | 204,366 |
Geographic Information
Long-Lived | ||||||||
Revenue | Assets | |||||||
2009 |
||||||||
United States |
$ | 2,092,461 | $ | 1,819,244 | ||||
Canada |
400,943 | 423,726 | ||||||
Other countries |
1,628,493 | 1,163,475 | ||||||
Total |
$ | 4,121,897 | $ | 3,406,445 | ||||
2008 |
||||||||
United States |
$ | 3,104,864 | $ | 1,793,758 | ||||
Canada |
522,047 | 448,193 | ||||||
Other countries |
1,732,166 | 1,065,347 | ||||||
Total |
$ | 5,359,077 | $ | 3,307,298 | ||||
2007 |
||||||||
United States |
$ | 2,867,442 | $ | 1,707,705 | ||||
Canada |
432,392 | 453,298 | ||||||
Other countries |
1,430,659 | 779,441 | ||||||
Total |
$ | 4,730,493 | $ | 2,940,444 | ||||
20
Revenue by Product Line
2009 | 2008 | 2007 | ||||||||||
Cementing |
$ | 1,003,345 | $ | 1,344,010 | $ | 1,231,608 | ||||||
Stimulation |
2,205,751 | 2,987,827 | 2,657,208 | |||||||||
Other |
912,801 | 1,027,240 | 841,677 | |||||||||
Total revenue |
$ | 4,121,897 | $ | 5,359,077 | $ | 4,730,493 | ||||||
A reconciliation from the segment information to consolidated income from continuing
operations before income taxes for each of the three years in the period ended September 30, 2008
is set forth below (in thousands):
2009 | 2008 | 2007 | ||||||||||
Total operating income for reportable segments |
$ | 229,274 | $ | 913,294 | $ | 1,152,598 | ||||||
Interest expense |
(27,248 | ) | (28,107 | ) | (32,741 | ) | ||||||
Interest income |
1,224 | 1,912 | 1,624 | |||||||||
Other expense, net |
(9,083 | ) | (8,579 | ) | (7,600 | ) | ||||||
Income from continuing operations before income taxes |
$ | 194,167 | $ | 878,520 | $ | 1,113,881 | ||||||
As a result of the reduction in demand for our services and products caused by the recent
global economic downturn, we identified a list of cementing and stimulation equipment used in our
Pressure Pumping business that was not economical to repair or maintain in the current market
environment. We impaired such equipment to write it down to scrap or salvage value, recording
non-cash, pre-tax impairment charges totaling $5.7 million in the U.S. pressure Pumping segment and
$1.5 million in the Middle East region of the International Pressure Pumping segment in the third
quarter of fiscal 2009. These charges, totaling $7.2 million, are included in the loss on disposal
of assets, net on the consolidated statement of operations.
10. Employee Benefit Plans
Defined Benefit Pension Plans
We have defined benefit pension plans covering employees in certain international locations,
including the U.K., Canada, Norway and elsewhere. During fiscal 2004, the plans in the U.K. and
Canada were frozen to new entrants.
In September 2006, we entered into an agreement with an insurance company to settle or
transfer our obligation with respect to a U.S. defined benefit plan. Plan assets of approximately
$72 million were used to purchase an insurance contract to fund the benefits and effectively settle
the plan, subject to regulatory approvals. In December 2008, we received approval from the Pension
Benefit Guaranty Corporation and the Internal Revenue Service and were relieved of primary
responsibility for the pension benefit obligation. Consequently, we recorded a non-cash pre-tax
charge of $21.7 million in connection with the settlement in the first quarter of fiscal 2009.
This charge resulted in a $5.7 million reduction in prepaid pension cost and a $16.0 million
increase in accumulated other comprehensive income, with a tax effect of $5.9 million.
We also have a non-qualified supplemental executive retirement plan (SERP), an unfunded
defined benefit pension plan that provides our executives with supplemental retirement benefits
based on the highest consecutive three years compensation out of the final ten years of employment.
Benefits under the SERP become vested upon the later of the executives 55th birthday
or the date the executive completes five full years of service as an officer.
Postretirement Benefit Plans
We also sponsor plans that provide certain health care and life insurance benefits for retired
employees, primarily in the United States, who meet specified age and service requirements, and
their eligible dependents. These plans are unfunded and we retain the right, subject to existing
agreements, to modify or eliminate them. Our postretirement medical benefit plan provides credits
based on years of service that can be used to purchase coverage under the retiree plan. This plan
effectively caps our health care inflation rate at a 4% increase per year.
21
All amounts in the following tables are presented in thousands of dollars, except for
percentages and unless otherwise stated.
Obligations and Funded Status
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||
Change in benefit obligation | 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | ||||||||||||||||||
Benefit obligation, beginning of year |
$ | 32,194 | $ | 31,211 | $ | 182,139 | $ | 218,673 | $ | 49,320 | $ | 57,596 | ||||||||||||
Service cost |
1,200 | 1,138 | 4,302 | 6,519 | 1,383 | 4,132 | ||||||||||||||||||
Interest cost |
2,013 | 1,860 | 11,144 | 12,876 | 1,663 | 3,657 | ||||||||||||||||||
Actuarial (gain)/loss |
4,061 | (1,237 | ) | 24,956 | (28,271 | ) | (26,333 | ) | (15,621 | ) | ||||||||||||||
Benefits paid |
(408 | ) | (816 | ) | (8,394 | ) | (6,143 | ) | (665 | ) | (444 | ) | ||||||||||||
Contributions by plan participants |
| | 1,619 | 2,246 | | | ||||||||||||||||||
Plan amendments |
| 38 | | | | | ||||||||||||||||||
Exchange rate adjustments |
| | (11,774 | ) | (23,761 | ) | | | ||||||||||||||||
Benefit plan obligation, end of year |
$ | 39,060 | $ | 32,194 | $ | 203,992 | $ | 182,139 | $ | 25,368 | $ | 49,320 | ||||||||||||
Change in plan assets |
||||||||||||||||||||||||
Fair value of plan assets, beginning
of year |
$ | | $ | | $ | 138,293 | $ | 164,887 | $ | | $ | | ||||||||||||
Actual (loss)/return on plan assets |
| | 13,893 | (20,333 | ) | | | |||||||||||||||||
Contributions by employer |
408 | 816 | 12,404 | 15,571 | 665 | 444 | ||||||||||||||||||
Contributions by plan participants |
| | 1,619 | 2,246 | | | ||||||||||||||||||
Benefits paid from plan assets |
(408 | ) | (816 | ) | (8,394 | ) | (6,143 | ) | (665 | ) | (444 | ) | ||||||||||||
Exchange rate adjustments |
| | (9,358 | ) | (17,935 | ) | | | ||||||||||||||||
Fair value of plan assets, end of year |
$ | | $ | | $ | 148,457 | $ | 138,293 | $ | | $ | | ||||||||||||
Underfunded status |
$ | (39,060 | ) | $ | (32,194 | ) | $ | (55,535 | ) | $ | (43,846 | ) | $ | (25,368 | ) | $ | (49,320 | ) |
Amounts recognized in the consolidated statement of financial position consist of:
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Current liability |
$ | (408 | ) | $ | (2,065 | ) | $ | (837 | ) | $ | (623 | ) | $ | (1,337 | ) | $ | (1,086 | ) | ||||||
Non-current liability |
(38,652 | ) | (30,129 | ) | (54,698 | ) | (43,223 | ) | (24,031 | ) | (48,234 | ) | ||||||||||||
Net amount recognized |
$ | (39,060 | ) | $ | (32,194 | ) | $ | (55,535 | ) | $ | (43,846 | ) | $ | (25,368 | ) | $ | (49,320 | ) | ||||||
The amounts recognized in accumulated other comprehensive income consist of the following
as of September 30:
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Net loss (gain) |
$ | 4,934 | $ | 873 | $ | 72,917 | $ | 54,632 | $ | (41,412 | ) | $ | (19,101 | ) | ||||||||||
Prior service cost (credit) |
4,953 | 6,080 | | | | | ||||||||||||||||||
Net transition obligation |
| | (260 | ) | (84 | ) | | | ||||||||||||||||
Total |
$ | 9,887 | $ | 6,953 | $ | 72,657 | $ | 54,548 | $ | (41,412 | ) | $ | (19,101 | ) | ||||||||||
The estimated net loss and prior service cost for the U.S. SERP that will be amortized
from accumulated other comprehensive income into the net periodic benefit cost in fiscal 2010 are
$0.1 million and $1.1 million, respectively. The estimated net loss for Non-U.S. pension plans
that will be amortized from accumulated other comprehensive income into the net periodic benefit
cost in fiscal 2010 is $3.0 million. The estimated net gain for the U.S. postretirement plan that
will be amortized from accumulated other comprehensive income into the net periodic benefit cost in
fiscal 2010 is $(4.8) million.
Accumulated Benefit Obligations (ABO) in Excess of Plan Assets
The ABO is the actuarial present value of the pension benefits at the employees current
compensation levels. This differs from the projected benefit obligation, in that the ABO does not
include any assumptions about future compensation levels. The ABO for the U.S. SERP was $27.4
million and $24.2 million at September 30, 2009 and 2008, respectively. The ABO for all non-U.S.
plans was $191.4 million and $167.4 million at September 30, 2009 and 2008, respectively.
22
The following is information for the plans with ABOs in excess of plan assets at
September 30:
U.S. SERP | Non-U.S. Pension | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Projected benefit obligation |
$ | 39,060 | $ | 32,194 | $ | 157,823 | $ | 135,885 | ||||||||
Accumulated benefit obligation |
27,391 | 24,202 | 152,968 | 131,388 | ||||||||||||
Plan assets at fair value |
| | 107,070 | 97,507 |
Components of Net Periodic Benefit Cost
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | ||||||||||||||||||||||||||||
Service cost |
$ | 1,200 | $ | 1,138 | $ | 950 | $ | 4,302 | $ | 6,519 | $ | 5,646 | $ | 1,383 | $ | 4,131 | $ | 3,971 | ||||||||||||||||||
Interest cost |
2,013 | 1,860 | 1,297 | 11,144 | 12,877 | 10,682 | 1,663 | 3,657 | 3,302 | |||||||||||||||||||||||||||
Expected return on
plan assets |
| | | (8,793 | ) | (11,235 | ) | (9,696 | ) | | | | ||||||||||||||||||||||||
Amortization of net
loss (gain) |
| | | 2,294 | 2,153 | 3,097 | (4,022 | ) | | | ||||||||||||||||||||||||||
Amortization of
prior service cost |
1,127 | 1,124 | 996 | (42 | ) | 58 | (39 | ) | | | | |||||||||||||||||||||||||
Net periodic
benefit cost |
$ | 4,340 | $ | 4,122 | $ | 3,243 | $ | 8,905 | $ | 10,372 | $ | 9,690 | $ | (976 | ) | $ | 7,788 | $ | 7,273 | |||||||||||||||||
Other Changes in Plan Assets and Projected Benefit Obligation Recognized in Other
Comprehensive Income
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Net loss (gain) |
$ | 4,061 | $ | (1,237 | ) | $ | 20,159 | $ | 7,157 | $ | (26,333 | ) | $ | (15,621 | ) | |||||||||
Prior service cost |
| 38 | | | | | ||||||||||||||||||
Amortization of net loss (gain) |
| | (2,050 | ) | (2,165 | ) | 4,022 | | ||||||||||||||||
Amortization of prior service cost |
(1,127 | ) | (1,124 | ) | | | | | ||||||||||||||||
Total recognized in other
comprehensive income |
$ | 2,934 | $ | (2,323 | ) | $ | 18,109 | $ | 4,992 | $ | (22,311 | ) | $ | (15,621 | ) | |||||||||
Total recognized in net
periodic benefit cost and other
comprehensive income |
$ | 7,274 | $ | 1,799 | $ | 27,014 | $ | 15,364 | $ | (23,287 | ) | $ | (7,833 | ) |
Assumptions
The weighted average assumptions used to determine benefit obligations at September 30, were
as follows:
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||||||||||||||
Discount rate |
4.6 | % | 6.5 | % | 5.9 | % | 6.9 | % | 5.6 | % | 7.6 | % | ||||||||||||
Rate of increase in future compensation |
5.0 | % | 5.0 | % | 3.8 | % | 4.6 | % | n/a | n/a |
The weighted average assumptions used to determine net periodic benefit costs for the
years ended September 30, were as follows:
U.S. SERP | Non-U.S. Pension | U.S. Postretirement | ||||||||||||||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | ||||||||||||||||||||||||||||
Discount rate |
6.5 | % | 6.0 | % | 6.0 | % | 5.9 | % | 6.8 | % | 6.0 | % | 7.6 | % | 6.4 | % | 6.0 | % | ||||||||||||||||||
Expected long-term
rate of return on
assets |
n/a | n/a | n/a | 6.5 | % | 7.0 | % | 6.8 | % | n/a | n/a | n/a | ||||||||||||||||||||||||
Rate of increase in
future compensation |
5.0 | % | 5.0 | % | 5.0 | % | 3.8 | % | 4.6 | % | 4.2 | % | n/a | n/a | n/a |
The expected long-term rate of return assumptions represent the rate of return on plan
assets reflecting the average rate of earnings expected on the funds invested or to be invested to
provide for the benefits included in the projected benefit obligation. The assumption has been
determined by reflecting expectations regarding future rates of return for the portfolio
considering the asset distribution target and related historical rates of return. The
23
redemption
yield on government fixed interest bonds as well as corporate bonds were used as proxies for the
return on debt securities, weighted by the relative proportion of each within the actual portfolio.
The return on equities was
based on the historical long-term performance of the equity classes. This rate is reassessed at
least on an annual basis.
The postretirement benefit obligation at September 30, 2009 and 2008 was determined using a
health care cost inflation rate of 4%, reflecting the cap described above. Increasing the assumed
health care cost trend rates would not have a material impact on the accumulated postretirement
benefit obligation or the net periodic postretirement benefit cost because these benefits are
capped pursuant to the terms of the plan.
Plan Assets
Our objective is to diversify the portfolios of our pension assets among several asset classes
to reduce volatility while maintaining an asset mix that provides the highest rate of return with
an acceptable risk. This is primarily through a mix of equity securities and fixed income funds to
generate asset returns comparable with the general market. We have investment committees that meet
at least annually to review the portfolio returns and to determine asset-mix targets based on
asset/liability studies. The investment committees consider these studies in the formal
establishment of the current asset-mix targets based on the projected risk and return levels for
each asset class. Our investment portfolio as of September 30, 2009 and 2008 was:
Non-U.S. Pension | ||||||||||||
Target | 2009 | 2008 | ||||||||||
Equity securities |
60-75 | % | 61 | % | 61 | % | ||||||
Debt securities |
25-35 | % | 37 | % | 36 | % | ||||||
Other |
0-5 | % | 2 | % | 3 | % |
Contributions and Estimated Benefit Payments
The pension plans are generally funded with the amounts necessary to meet the legal or
contractual minimum funding requirements. We infrequently make discretionary contributions. We
contributed $12.8 million in fiscal 2009, none of which was discretionary. We expect to contribute
$13.7 million to the defined benefit plans in fiscal 2010, which represents the legal or
contractual minimum funding requirements. The postretirement plan is generally funded with the
amounts necessary to meet benefit costs as they are incurred. We contributed $0.7 million in fiscal
2009 and we expect to contribute $1.3 million to the post retirement plan in fiscal 2010, which
represents the anticipated claims.
The following benefit payments for all plans, which reflect expected future service, as
appropriate, are expected to be paid (in thousands):
Years ending September 30, | ||||
2010 |
$ | 5,333 | ||
2011 |
10,271 | |||
2012 |
10,762 | |||
2013 |
11,120 | |||
2014 |
11,481 | |||
Years 2015-2019 |
64,635 |
Defined Contribution Plans
We administer defined contribution plans for employees in the United States, the U.K. and
Canada whereby eligible employees may elect to contribute from 2% to 20% of their base salaries to
an employee benefit trust. We match employee contributions at the rate of 100% up to 6% of the
employees base salary in the United States, and an equal matching up to 5.5% of the employees
base salary in the U.K. In addition, we contribute between 2% and 6% of each employees base
salary depending on their age or years of service in the United States, the U.K. and Canada. Our
matching contributions vest immediately while our base contributions become fully vested after
three years of employment. Company contributions to these defined contribution plans were $34.1
million, $30.6 million and $31.0 million, in fiscal 2009, 2008 and 2007, respectively.
24
Directors Retirement Plan
We have a non-qualified directors retirement plan. The unfunded defined benefit plan
provides our non-employee directors with benefits upon termination of their service based on the
number of years of service and the last annual retainer fee. This plan has been discontinued as of
December 2007, other than for currently serving directors. The expense associated with this plan
was $3.3 million, $2.4 million and $0.2 million for the years ended September 30, 2009, 2008 and
2007, respectively. Benefits paid under the plan totaled $40 thousand for each of the years ended
September 30, 2009, 2008 and 2007. The related accrued benefit obligation was $8.8 million and
$5.5 million as of September 30, 2009 and 2008, respectively.
11. Commitments and Contingencies
Litigation
Through performance of our service operations, we are sometimes named as a defendant in
litigation, usually relating to claims for personal injury or property damage (including claims for
well or reservoir damage, and damage to pipelines or process facilities). We maintain insurance
coverage against such claims to the extent deemed prudent by management. Further, through a series
of acquisitions, we assumed responsibility for certain claims and proceedings made against the
Western Company of North America, Nowsco Well Service Ltd., OSCA and other companies whose stock we
acquired in connection with their businesses. Some, but not all, of such claims and proceedings
will continue to be covered under insurance policies of our predecessors that were in place at the
time of the acquisitions.
Although the outcome of the claims and proceedings against us cannot be predicted with
certainty, management believes that there are no existing claims or proceedings that are likely to
have a material adverse effect on our financial position, results of operations or cash flows.
Stockholder Lawsuits regarding Baker Hughes Merger
In connection with the pending Baker Hughes Merger, various lawsuits have been filed in the
Court of Chancery of the State of Delaware (the Delaware Lawsuits) on behalf of the public
stockholders of the Company, naming the Company, current members of the Companys Board of
Directors, and Baker Hughes as defendants. In the Delaware Lawsuits, the plaintiffs allege, among
other things, that the Companys Board of Directors violated various fiduciary duties in approving
the Merger Agreement and that the Company and/or Baker Hughes aided and abetted such alleged
violations. Among other remedies, the plaintiffs seek to enjoin the Merger.
On September 25, 2009, the Delaware Chancery Court entered an order consolidating the Delaware
Lawsuits into one class action, In re: BJ Services Company Shareholders Litigation, C.A. No.
4851-VCN. On October 6, 2009, the Delaware Chancery Court entered an order designating the law
firm of Faruqi & Faruqi, LLP of New York, New York as lead counsel and Rosenthal, Monhait &
Goddess, P.A. of Wilmington, Delaware as liaison counsel. On October 16, 2009, lead counsel for
the plaintiffs filed an amended complaint in the Delaware Chancery Court which, among other things,
adds Jeffrey E. Smith, the Companys Executive Vice President and Chief Financial Officer, as a
defendant, contains new factual allegations about the merger negotiations, and alleges the
preliminary joint proxy/prospectus filed on October 14, 2009, with the U.S. Securities and Exchange
Commission (the SEC) omits and misrepresents material information.
Various lawsuits have also been filed in the District Courts of Harris County, Texas (the
Texas Lawsuits). The Texas Lawsuits make substantially the same allegations as were initially
asserted in the Delaware Lawsuits, and seek the same relief. On October 9, 2009, the Harris County
Court consolidated the Texas Lawsuits into one class action, Garden City Employees Retirement
System, et al. v. BJ Services Company, et al., Cause No. 2009-57320, 80th Judicial
District of Harris County, Texas. On October 20, 2009, the Court of Appeals for the First District
of Texas at Houston granted the defendants emergency motion to stay the Texas Lawsuits pending its
decision on the defendants petition seeking a stay of the Texas Lawsuits pending adjudication of
the Delaware Lawsuits, which were filed first.
The Company believes that the Delaware Lawsuits and the Texas Lawsuits are without merit, and
it intends to vigorously defend itself against them. The outcome of this litigation is uncertain,
however, and we cannot currently predict the manner and timing of the resolution of the suits, the
likelihood of the issuance of an injunction preventing the consummation of the Merger, or an
estimate of a range of possible losses or any minimum loss that could result in the event of an
adverse verdict in these suits. These suits could prevent or delay the completion of
25
the Merger and result in substantial costs to the Company and Baker Hughes. We have recorded an
amount for estimated legal defense costs under our applicable insurance policies. However, there
can be no assurance as to the ultimate outcome of these lawsuits or whether our applicable
insurance policies will provide sufficient coverage for these claims.
Asbestos Litigation
In August 2004, certain predecessors of ours, along with numerous other defendants were named
in four lawsuits filed in the Circuit Courts of Jones and Smith Counties in Mississippi. These four
lawsuits included 118 individual plaintiffs alleging that they suffer various illnesses from
exposure to asbestos and seeking damages. The lawsuits assert claims of unseaworthiness,
negligence, and strict liability, all based upon the status of our predecessors as Jones Act
employers. The plaintiffs were required to complete data sheets specifying the companies they were
employed by and the asbestos-containing products to which they were allegedly exposed. Through
this process, approximately 25 plaintiffs have identified us or our predecessors as their employer.
Amended lawsuits were filed by four individuals against us and the remainder of the original
claims (114) were dismissed. Of these four lawsuits, three failed to name us as an employer or
manufacturer of asbestos-containing products so we were thereby dismissed. Subsequently an
individual from one of these lawsuits brought his own action against us. As a result, we are
currently named as a Jones Act employer in two of the Mississippi lawsuits. It is possible that as
many as 21 other claimants who identified us or our predecessors as their employer could file suit
against us, but they have not done so at this time. Only minimal medical information regarding the
alleged asbestos-related disease suffered by the plaintiffs in the two lawsuits has been provided.
Accordingly, we are unable to estimate our potential exposure to these lawsuits. We and our
predecessors in the past maintained insurance which may be available to respond to these claims.
In addition to the Jones Act cases, we have been named in a small number of additional asbestos
cases. The allegations in these cases vary, but generally include claims that we provided some
unspecified product or service which contained or utilized asbestos or that an employee was exposed
to asbestos at one of our facilities or customer job sites. Some of the allegations involve claims
that we are the successor to the Byron Jackson Company. To date, we have been successful in
obtaining dismissals of such successor cases without any payment in settlements or judgments,
although some remain pending at the present time. We intend to defend ourselves vigorously in all
of these cases based on the information available to us at this time. We do not expect the outcome
of these lawsuits, individually or collectively, to have a material adverse effect on our financial
position, results of operations or cash flows; however, there can be no assurance as to the
ultimate outcome of these lawsuits or additional similar lawsuits, if any, that may be filed.
Halliburton Python Litigation
On December 21, 2007, Halliburton Energy Services, Inc. re-filed a prior suit against us and
another oilfield services company for patent infringement in connection with drillable bridge plug
tools. These tools are used to isolate portions of a well for stimulation work, after which the
plugs are milled out using coiled tubing or a workover rig. Halliburton claims that our tools
(offered under the trade name Python) and tools offered by the other company infringe various
patents for a tool constructed of composite material. The lawsuit was filed in the United States
District Court for the Northern District of Texas (Dallas). This lawsuit arises from litigation
filed in 2003 by Halliburton regarding the patents at issue. The earlier case was dismissed without
prejudice when Halliburton sought a re-examination of the patents by the United States Patent and
Trademark Office on July 6, 2004. The parties have filed briefs with the Court arguing their
positions on the construction of the coverage of Halliburtons patent. We expect that the Court
will either issue a ruling or schedule a hearing on these issues within the next few months. We do
not expect the outcome of this matter to have a material adverse effect on our financial position,
results of operations or cash flows; however, there can be no assurance as to the ultimate outcome
of this matter or future lawsuits, if any, that may be filed.
Halliburton OptiFrac Litigation
In December 2008, Halliburton filed a lawsuit against us in the Eastern District of Texas
(Marshall) and another lawsuit in Toronto, Canada against us and another oilfield services company
for patent infringement. In both suits, Halliburton claims that our coiled tubing perforating
system (OptiFrac) infringes various patents for a coiled tubing fracturing system marketed by
Halliburton. We are in the process of analyzing the methods, claims and causes of action alleged
by Halliburton in the suits. We do not expect the outcome of these matters to have a material
adverse effect on our financial position, results of operations or cash flows; however, there can
be no assurance as to the ultimate outcome of these matters or future lawsuits, if any, that may be
filed.
26
Customer Claim
On November 19, 2009, we received correspondence from a customer operating in the North Sea,
claiming that the Companys decision to move a stimulation vessel out of the North Sea market
constituted a breach of contract. The customer alleges that it was forced to purchase well
stimulation services from other providers at a higher cost than in the original agreement between
the customer and the Company. The customer further alleges that it has incurred actual and
estimated future damages of $40.4 million plus an undisclosed amount for production loss and/or
production deferral, and threatens arbitration as provided in the contract. We believe that this
claim is without merit, and we intend to vigorously defend ourselves in this matter based on the
information available to us at this time. We do not expect the outcome of this matter to have a
material adverse effect on our financial position, results of operations or cash flows; however,
there can be no assurance as to the ultimate outcome of this matter.
Investigations Regarding Misappropriation and Possible Illegal Payments
In October 2004, we received a report from a whistleblower alleging that our Asia Pacific
Region Controller had misappropriated Company funds and that illegal payments had been made to
government officials in that region. Management and the Audit Committee of the Board of Directors
conducted investigations of these allegations, as well as questions that later arose whether
illegal payments had been made elsewhere. As a result of the theft investigation, the Region
Controller admitted to multiple misappropriations and returned certain amounts to the Company. His
employment was terminated in 2004.
In addition, the Audit Committees investigation found information indicating a significant
likelihood that payments, made by us to an entity in the Asia Pacific Region with which we have a
contractual relationship, were then used to make payments to government officials in the region.
The information also indicated that certain of our employees in the region believed that the
payments by us would be used in that way. The payments, which may have been illegal, aggregated
approximately $2.9 million and were made over a period of several years. The investigation also
identified certain other payments as to which the legitimacy of the transactions reflected in the
underlying documents could not be established or as to which questions about the adequacy of the
underlying documents could not be resolved. We have voluntarily disclosed information found in the
investigations to the U.S. Department of Justice (DOJ) and the SEC and have engaged in
discussions with these authorities in connection with their review of the matter. We cannot
predict whether further investigative efforts may be required or initiated by the authorities.
In May 2007, the former Region Controller pled guilty to one count of theft in Singapore. In
June 2007, we filed a civil lawsuit against him seeking to recover any additional misappropriated
funds and seeking an accounting of disbursements that could not be explained following the
investigation. In July 2008, we reached a settlement of this litigation with the Region Controller
and he made a payment to us.
The DOJ, the SEC and other authorities have a broad range of civil and criminal sanctions
under the U.S. Foreign Corrupt Practices Act (FCPA) and other laws, which they may seek to impose
in appropriate circumstances. Recent civil and criminal settlements with a number of public
corporations and individuals have included multi-million dollar fines, disgorgement, injunctive
relief, guilty pleas, deferred prosecution agreements and other sanctions, including requirements
that corporations retain a monitor to oversee compliance with the FCPA. We cannot predict what, if
any, actions may be taken by the DOJ, the SEC or other authorities or the effect the foregoing may
have on our consolidated financial statements.
Environmental
We are conducting environmental investigations and remedial actions at current and former
Company locations and, along with other companies, are currently named as a potentially responsible
party at five waste disposal sites owned by third parties. At September 30, 2009 and 2008, we had
reserved approximately $5.0 million and $4.6 million, respectively, for such environmental matters.
This represents managements best estimate of our portion of future costs to be incurred.
Insurance is also maintained for some environmental liabilities.
Lease and Other Long-Term Commitments
In 1999, we contributed certain pumping service equipment to a limited partnership, in which
we own a 1% interest. The equipment is used to provide services to our customers for which we pay a
service fee over a period of at least six years, but not more than 13 years, at approximately $12
million annually. This is accounted for as an operating lease. We assessed the terms of this
agreement and determined it was a variable interest entity. However, we were not deemed to be the
primary beneficiary, and therefore, consolidation was not required. The transaction
27
resulted in a gain that is being deferred and amortized over the partnership term. The
partnership agreement permits substitution of equipment within the partnership as long as the
implied fair value of the new property transferred in at the date of substitution equals or exceeds
the implied fair value, as defined, of the current property in the partnership that is being
replaced. Substitution activity during the partnership term has reduced the balance of the deferred
gain to zero at September 30, 2009, compared to $4.2 million at September 30, 2008. In 2010, we
have the option to purchase the pumping service equipment for approximately $46 million, and we
have notified the partner of our intent to do so.
In 1997, we contributed certain pumping service equipment to a limited partnership, in which
we owned a 1% interest. The equipment was used to provide services to our customers for which we
paid a service fee. On February 9, 2007, we purchased the remaining partnership interest for $47.8
million, and as a result acquired the partnership equipment. The acquisition of the partnership
controlling interest was accounted for as an asset purchase.
At September 30, 2009, we had long-term operating leases and service fee commitments covering
certain facilities and equipment, as well as other long-term commitments, with varying expiration
dates. Minimum non-cancelable lease and equipment financing obligations as of September 30, 2009,
are as follows (in thousands):
Years ending September 30, | ||||
2010 |
$ | 98,330 | ||
2011 |
49,386 | |||
2012 |
29,948 | |||
2013 |
16,855 | |||
2014 |
10,097 | |||
2015 and thereafter |
19,525 |
At September 30, 2009, we also had commitments outstanding for purchase obligations related to
capital expenditures and inventory under purchase orders and contracts of approximately $280.2
million.
Contractual Obligations
We routinely issue Parent Company Guarantees (PCGs) in connection with service contracts or
performance obligations entered into by our subsidiaries. The issuance of these PCGs is frequently
a condition of the bidding process imposed by our customers for work in countries outside of North
America. The PCGs typically provide that we guarantee the performance of the services by our local
subsidiary. The term of these PCGs varies with the length of the service contract. To date, the
parent company has not been called upon to perform under any of these PCGs.
We arrange for the issuance of a variety of bank guarantees, performance bonds and standby
letters of credit. The vast majority of these are issued in connection with contracts we, or our
subsidiaries, have entered into with customers. The customer has the right to call on the bank
guarantee, performance bond or standby letter of credit in the event that we, or our subsidiaries,
default in the performance of services. These instruments are required as a condition to being
awarded the contract, and are typically released upon completion of the contract. We have also
issued standby letters of credit in connection with a variety of our financial obligations, such as
in support of fronted insurance programs, claims administration funding, certain employee benefit
plans and temporary importation bonds. The following table summarizes our other
commercial commitments as of September 30, 2009 (in thousands):
Total | Amount of commitment expiration per period | |||||||||||||||||||
Amounts | Less than | 1-3 | 4-5 | Over 5 | ||||||||||||||||
Other Commercial Commitments | Committed | 1 Year | Years | Years | Years | |||||||||||||||
Standby letters of credit |
$ | 34,957 | $ | 34,794 | $ | 163 | $ | | $ | | ||||||||||
Guarantees |
290,956 | 155,977 | 77,195 | 48,868 | 8,916 | |||||||||||||||
Total other commercial commitments |
$ | 325,913 | $ | 190,771 | $ | 77,358 | $ | 48,868 | $ | 8,916 | ||||||||||
28
12. Intangible Assets
The changes in the carrying amount of goodwill by reportable segment for each of the two years
in the period ended September 30, 2009, are as follows (in thousands):
U.S./Mexico | Canada | International | Oilfield Services | |||||||||||||||||
Pressure Pumping | Pressure Pumping | Pressure Pumping | Group | Total | ||||||||||||||||
Balance September 30, 2007 |
$ | 273,095 | $ | 116,842 | $ | 250,278 | $ | 317,649 | $ | 957,864 | ||||||||||
Acquisitions |
1,823 | | | 15,764 | 17,587 | |||||||||||||||
Balance September 30, 2008 |
274,918 | 116,842 | 250,278 | 333,413 | 975,451 | |||||||||||||||
Acquisitions |
416 | | | 2,074 | 2,490 | |||||||||||||||
Balance September 30, 2009 |
$ | 275,334 | $ | 116,842 | $ | 250,278 | $ | 335,487 | $ | 977,941 | ||||||||||
Goodwill increased $17.6 million in fiscal 2008, primarily as the result of the acquisition of
Innicor Subsurface Technologies Inc. discussed in Note 4. Goodwill increased $2.5 million in
fiscal 2009, primarily as a result of revisions to estimates used in the purchase accounting
related to the Innicor acquisition.
Technology-based intangible assets had a gross carrying amount of $44.0 million and $39.0
million, with accumulated amortization of $11.4 million and $7.8 million, for a net balance of
$32.6 million and $31.2 million at September 30, 2009 and 2008, respectively. Amortization for the
three years ended September 30, 2009, 2008 and 2007 was $3.6 million, $3.7 million and $2.2
million, respectively. Estimated amortization expense for each of the subsequent five fiscal years
is expected to be within the range of $4.0 million to $5.0 million.
13. Supplemental Financial Information
Supplemental financial information for the years ended September 30 is as follows (in
thousands):
2009 | 2008 | 2007 | ||||||||||
Consolidated statement of operations: |
||||||||||||
Research and development expense |
$ | 27,170 | $ | 26,302 | $ | 25,714 | ||||||
Rent expense |
90,074 | 83,261 | 72,449 | |||||||||
Consolidated statement of cash flows: |
||||||||||||
Income tax paid |
49,985 | 190,130 | 373,109 | |||||||||
Interest paid |
30,687 | 28,959 | 39,016 | |||||||||
Property additions included in accounts payable |
9,128 | 5,168 | 6,237 | |||||||||
Details of acquisitions: |
||||||||||||
Fair value of assets acquired |
| 51,238 | 27,712 | |||||||||
Liabilities assumed |
| 11,356 | 5,617 | |||||||||
Goodwill |
| 17,292 | 35,825 | |||||||||
Cash paid for acquisitions, net of cash acquired |
| 57,174 | 57,920 |
Other expense, net for the years ended September 30 is summarized as follows (in thousands):
2009 | 2008 | 2007 | ||||||||||
Minority interest |
$ | (13,765 | ) | $ | (11,903 | ) | $ | (11,315 | ) | |||
Non-operating net foreign exchange gain (loss) |
667 | (317 | ) | 115 | ||||||||
(Loss) gain from sale of equity method investments |
| (2,947 | ) | 520 | ||||||||
Legal settlements |
3,569 | 4,000 | | |||||||||
Other, net |
446 | 2,588 | 3,080 | |||||||||
Other expense, net |
$ | (9,083 | ) | $ | (8,579 | ) | $ | (7,600 | ) | |||
29
Activity in the allowance for doubtful accounts for the years ended September 30 is as
follows (in thousands):
2009 | 2008 | 2007 | ||||||||||
Balance at beginning year |
$ | 22,472 | $ | 20,550 | $ | 18,976 | ||||||
Provision for bad debt charged to expense |
8,750 | 9,606 | 6,541 | |||||||||
Additions related to acquisitions |
| 307 | | |||||||||
Write-offs of uncollectible accounts |
(5,601 | ) | (7,991 | ) | (4,967 | ) | ||||||
Balance at end of year |
$ | 25,621 | $ | 22,472 | $ | 20,550 | ||||||
14. Stock-Based Compensation
We currently have two stock incentive plans and two employee stock purchase plans. Our 2000
Incentive Plan and 2003 Incentive Plan (the Plans) provide for the granting of stock options to
officers, certain eligible employees and non-employee directors at an exercise price equal to the
fair market value of the stock at the date of the grant. The Plans also provide for the granting
of performance-based long term stock incentive awards, including Performance Units (Units), bonus
stock and phantom stock, to our officers and certain eligible employees and the 2003 Plan provides
for restricted stock awards to certain eligible employees and non-employee directors. An aggregate
of 27.0 million shares of Common Stock has been authorized for grants under the Plans, of which 9.7
million shares were available for future grants at September 30, 2009. The 2008 Employee Stock
Purchase Plan (the Purchase Plan) allows all employees to purchase shares of our Common Stock at
85% of market value on the first or last business day, whichever is lower, of the twelve-month plan
period beginning each October 1. Purchases are limited to 10% of an employees regular salary, or
$21,250, whichever is less. An aggregate of 10.0 million shares of Common Stock has been
authorized for purchases under the Purchase Plan, of which 10.0 million shares were available for
future purchases at September 30, 2009.
The following table summarizes stock-based compensation expense for fiscal 2009, 2008 and
2007, which was allocated as follows (in thousands):
2009 | 2008 | 2007 | ||||||||||
Cost of sales and services |
$ | 9,397 | $ | 6,811 | $ | 7,168 | ||||||
Research and engineering |
2,587 | 1,808 | 1,484 | |||||||||
Marketing |
3,869 | 3,386 | 3,359 | |||||||||
General and administrative |
25,906 | 18,984 | 18,615 | |||||||||
Stock-based compensation expense |
41,759 | 30,989 | 30,626 | |||||||||
Tax benefit |
(10,093 | ) | (9,053 | ) | (7,678 | ) | ||||||
Stock-based compensation expense, net of tax |
$ | 31,666 | $ | 21,936 | $ | 22,948 | ||||||
Stock Options: The Plans provide for the granting of stock options to officers, certain
eligible employees and non-employee directors at an exercise price equal to the fair market value
of the stock at the date of the grant. Options outstanding generally vest over a three-year period
and are exercisable for a period of seven years.
Expected life was determined based on exercise history for the last ten years. Exercise
history showed that officers tend to hold options for a longer period than non-officers. We
segregate the grants of options to officers and non-officers for fair value determination due to
the historical differences in exercise patterns exhibited. We calculate estimated volatility using
historical daily price intervals to generate expected future volatility based on the appropriate
expected lives of the options. The risk-free interest rate is based on observed U.S. Treasury rates
appropriate for the expected lives of the options and the dividend yield is based on our history of
dividends paid.
30
Compensation expense for grants for the fiscal years ended September 30 was calculated using
the Black-Scholes option pricing model with the following assumptions:
Officer grants | 2009 | 2008 | 2007 | |||||||||
Expected life (years) |
5.0 | 4.8 | 4.8 | |||||||||
Interest rate |
2.8 | % | 3.4 | % | 4.6 | % | ||||||
Volatility |
40.1 | % | 33.0 | % | 37.0 | % | ||||||
Dividend yield |
0.8 | % | 0.8 | % | 0.6 | % | ||||||
Weighted-average fair value per share at grant date |
$ | 4.62 | $ | 7.61 | $ | 12.08 | ||||||
Non-officer grants |
||||||||||||
Expected life (years) |
3.9 | 3.6 | 3.7 | |||||||||
Interest rate |
2.3 | % | 3.2 | % | 4.6 | % | ||||||
Volatility |
42.3 | % | 33.0 | % | 33.4 | % | ||||||
Dividend yield |
0.8 | % | 0.8 | % | 0.6 | % | ||||||
Weighted-average fair value per share at grant date |
$ | 4.21 | $ | 6.51 | $ | 9.84 |
A summary of stock option activity and related information is presented below (in thousands,
except per share prices and years) as of September 30, 2009:
Weighted-Average | ||||||||||||||||
Per share | Remaining | |||||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term (yrs.) | Value | |||||||||||||
Outstanding at beginning of year |
9,313 | $ | 24.18 | |||||||||||||
Granted |
3,389 | 12.62 | ||||||||||||||
Exercised |
(1,047 | ) | 9.69 | |||||||||||||
Forfeited |
(414 | ) | 21.17 | |||||||||||||
Outstanding at end of year |
11,241 | $ | 22.15 | 4.1 | $ | 27,460 | ||||||||||
Options exercisable at year-end |
5,850 | 26.12 | 2.8 | 4,748 |
The weighted-average grant date fair value of options granted during fiscal 2009, 2008 and
2007 was $4.45, $7.04 and $10.69, respectively. The total intrinsic value of options exercised
during the years ended September 30, 2009, 2008 and 2007 was $5.1 million, $46.9 million and $7.8
million, respectively.
A summary of the status of unvested stock options as of September 30, 2009, and changes during
fiscal 2009, is presented below (in thousands, except per share prices):
Weighted-Average | ||||||||
Grant-Date per | ||||||||
Shares | Share Fair Value | |||||||
Unvested at October 1, 2008 |
3,978 | $ | 8.47 | |||||
Granted |
3,389 | 4.45 | ||||||
Vested |
(1,776 | ) | 9.16 | |||||
Forfeited |
(200 | ) | 5.75 | |||||
Unvested at September 30, 2009 |
5,391 | $ | 5.81 | |||||
As of September 30, 2009, there was $11.2 million of total unrecognized compensation cost
related to unvested stock options. That cost is expected to be recognized over a weighted-average
period of 1.4 years. The total fair value of shares vested during the years ended September 30,
2009, 2008 and 2007 was $16.3 million, $14.5 million and $15.3 million, respectively.
Director Stock Awards: In addition to stock options, non-employee directors may be granted an
award of common stock of the Company with no exercise price (restricted stock). Restricted stock
awards generally vest ratably over a three-year period. Compensation expense was calculated using
the Black-Scholes option pricing model and the same assumptions as those used to calculate
stock-based compensation expense for non-officer stock
31
option grants. Expense for director stock awards was $1.2 million, $1.3 million and $1.0 million
in fiscal 2009, 2008 and 2007, respectively.
Stock Incentive Awards: For awards made under the 2000 Stock Incentive Plan and the 2003
Stock Incentive Plan, we have reserved 965,111 shares of Common Stock for issuance for Units that
have been awarded, representing the maximum number of shares the officers could receive under
outstanding awards. Each Unit represents the right to receive from the Company at the end of a
stipulated period up to 1.333 shares of Common Stock, contingent upon achievement of certain
market-based financial performance goals over the stipulated three-year period. Under ASC 505 and
ASC 718, compensation expense for stock-based compensation awards contingent upon a market
condition is recorded for the entire grant amount regardless of achievement of the market
condition. Expense for stock incentive awards was $4.6 million, $3.1 million and $1.5 million in
fiscal 2009, 2008 and 2007, respectively.
In addition to the award of Units, each officer is also awarded cash equal to his or her tax
liability on the Units they receive, if any, at the end of the performance period. We recognize
compensation expense for the cash award ratably over the performance period and the cash liability
is marked to market quarterly, with the adjustment recorded to compensation expense. At September
30, 2009, we have accrued $4.6 million for the cash award liability for all outstanding grants.
However, the actual performance results at the end of a performance period could result in a
decrease or increase to the actual cash payments, resulting in an increase or decrease to
compensation expense at the end of the performance period.
The performance criteria were not met for the fiscal 2005 and 2004 Unit grants, each with a
three-year performance period. In accordance with ASC 505 and ASC 718, no compensation expense was
reversed for the fair value of this award; however, $1.4 million, and $3.2 million was reversed for
the cash award component in fiscal year 2008 and 2007, respectively.
We recognize compensation expense for Units granted based on the fair value at the date of
grant using a lattice model (Monte Carlo simulation). The fair values for each grant outstanding
as of September 30, 2009 and assumptions used to determine the fair value are listed below:
Weighted | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Fiscal | Dividend | Fair value | ||||||||||||||||||||
Year | Outstanding | Volatility | Discount Rate | Yield | Per share | |||||||||||||||||
2009 | 533,006 | 45.56 | % | 1.8 | % | 0.77 | % | $ | 13.83 | |||||||||||||
2008 | 168,144 | 32.34 | % | 3.1 | % | 0.85 | % | $ | 33.90 | |||||||||||||
2007 | 90,733 | 33.41 | % | 4.7 | % | 0.61 | % | $ | 45.28 |
As of September 30, 2009, there was $8.2 million of total unrecognized compensation cost
related to these Units. That cost is expected to be recognized over a weighted-average period of
1.7 years. During fiscal 2009, 2008 and 2007, no Units vested.
We annually grant our officers awards of phantom stock, and in fiscal 2008 and 2007, we also
granted our officers awards of bonus stock. In fiscal 2009, we also granted awards of phantom
stock to certain non-officer employees. Phantom stock and bonus stock are common stock of the
Company with no exercise price. As there is no exercise price for the awards granted, the fair
value of these awards is equal to the Companys stock price on the date of grant. The bonus stock
awards vest quarterly over the calendar year, while the phantom stock vests ratably in annual
increments over a three-year period. Both types of common stock awards are contingent upon
achievement of certain financial performance goals over the stipulated periods. In addition, each
officer is also awarded cash equal to his or her tax liability on the common stock they receive, if
any, at the end of the performance period. Fiscal 2009, 2008 and 2007 expense for the common
stock awards and the related cash awards was $11.0 million, $5.1 million and $4.8 million,
respectively.
Under the Merger Agreement described in Note 1, we have agreed not to grant any new stock
options or other stock-based awards while the Merger is pending.
32
Purchase Plan: In October 2009, we issued a total of 949,400 shares for fiscal 2009 plan
period under the Purchase Plan, and have reserved 912,996 shares for the fiscal 2010 plan period.
Compensation expense for the year ended September 30, 2009 was calculated using the Black-Scholes
option pricing model with the following assumptions:
2009 | 2008 | 2007 | ||||||||||
Expected life (years) |
1.0 | 1.0 | 1.0 | |||||||||
Interest rate |
1.7 | % | 4.1 | % | 4.9 | % | ||||||
Volatility |
45.5 | % | 31.3 | % | 39.1 | % | ||||||
Dividend yield |
0.8 | % | 0.8 | % | 0.7 | % | ||||||
Weighted-average fair value per share at grant date |
$ | 6.31 | $ | 7.08 | $ | 8.81 |
We calculated estimated volatility using historical daily prices based on the appropriate
expected life of the Purchase Plan. The risk-free interest rate is based on observed U.S. Treasury
rates appropriate for the expected life of the Purchase Plan. The dividend yield is based on our
history of dividends paid.
15. Stockholders Equity
Common Stock: We have authorization to issue up to 910.0 million shares of common stock.
Dividends: We paid common stock dividends of $0.05 per common share each quarter since the
fourth quarter of fiscal 2005, or $58.5 million, $58.6 million and $58.6 million in the aggregate
in fiscal years 2009, 2008 and 2007, respectively. We anticipate paying cash dividends in the
amount of $0.05 per common share on a quarterly basis in fiscal 2010, until such time as the Merger
described in Note 1 is completed. Dividends declared but not yet paid prior to the closing date of
the Merger will be paid upon the closing of the Merger. Dividends are subject to approval by our
Board of Directors each quarter, and the Board has the ability to change the dividend policy at any
time.
Stockholder Rights Plan: We have a Stockholder Rights Plan (the Rights Plan) designed to
deter coercive takeover tactics and to prevent an acquirer from gaining control of the Company
without offering a fair price to all of our stockholders. The Rights Plan was amended September
26, 2002, to extend the expiration date of the preferred share purchase right (Right) to
September 26, 2012 and increase the purchase price of the Rights. Under this plan, as amended,
each outstanding share of common stock includes one-eighth of a Right that becomes exercisable
under certain circumstances, including when beneficial ownership of common stock by any person, or
group, equals or exceeds 15% of the Companys outstanding common stock. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock at a price of $520, subject to adjustment under certain
circumstances. As a result of stock splits effected in the form of stock dividends in 1998, 2001
and 2005, one Right is associated with eight outstanding shares of common stock. The purchase
price for the one-eighth of a Right associated with one share of common stock is effectively $65.
Upon the occurrence of certain events specified in the Rights Plan, each holder of a Right (other
than an Acquiring Person, as defined under the Rights Plan) will have the right, upon exercise of
such Right, to receive that number of shares of common stock of the Company (or the surviving
corporation) that, at the time of such transaction, would have a market price of two times the
purchase price of the Right. We have not issued any shares of Series A Junior Participating
Preferred Stock. We amended the Rights Plan on August 30, 2009, in connection with the Merger
Agreement, to permit entry into the Merger Agreement with Baker Hughes described in Note 1. The
amendment provides that no triggering event shall have occurred and that no person or entity shall
be deemed to have become an Acquiring Person.
Treasury Stock: In 1997, our Board of Directors initiated a stock repurchase program, which
through a series of increases, authorizes the repurchase of up to $2.2 billion of Company stock.
Repurchases are made at the discretion of management and the program will remain in effect until
terminated by our Board of Directors. During fiscal 2009, we purchased a total of 3,466,500 shares
at a cost of $44.2 million. During fiscal 2008, we purchased a total of 101,400 shares at a cost
of $2.1 million. During fiscal 2007, we purchased a total of 2,564,457 shares at a cost of $74.6
million. Treasury shares have been used to satisfy our obligations under our various stock-based
compensation plans described in Note 14. A total of 1,990,982 treasury shares were used at a cost
of $51.8 million in fiscal 2009, 3,933,259 treasury shares were used at a cost of $104.3 million in
fiscal 2008 and 1,110,321 treasury shares were used at a cost of $29.4 million in fiscal 2007.
We currently have remaining authorization to purchase up to an additional $348.4 million in
stock under the repurchase program. However, under the Merger Agreement described in Note 1, we
have agreed not to
33
repurchase any common stock without the approval of Baker Hughes, and we do not expect to
repurchase any more shares under this repurchase program while the Merger is pending.
Accumulated Other Comprehensive Income: Accumulated other comprehensive income (loss)
consists of the following (in thousands):
Pension and Other | Cumulative | |||||||||||
Postretirement Plan | Translation | |||||||||||
Adjustments | Adjustment | Total | ||||||||||
Balance at September 30, 2006 |
$ | (30,171 | ) | $ | 53,004 | $ | 22,833 | |||||
Changes |
(11,740 | ) | 40,551 | 28,811 | ||||||||
Balance at September 30, 2007 |
(41,911 | ) | 93,555 | 51,644 | ||||||||
Changes |
5,302 | (16,387 | ) | (11,085 | ) | |||||||
Balance at September 30, 2008 |
(36,609 | ) | 77,168 | 40,559 | ||||||||
Changes |
8,108 | (24,853 | ) | (16,745 | ) | |||||||
Balance at September 30, 2009 |
$ | (28,501 | ) | $ | 52,315 | $ | 23,814 | |||||
The tax effects allocated to each component of other comprehensive income is summarized as
follows (in thousands):
Tax | ||||||||||||
Before-tax | (Expense) | Net-of-Tax | ||||||||||
Amount | Benefit | Amount | ||||||||||
Year ended September 30, 2007: |
||||||||||||
Foreign currency translation adjustment |
$ | 40,551 | $ | | $ | 40,551 | ||||||
Minimum pension liability adjustment |
4,572 | (1,300 | ) | 3,272 | ||||||||
Total other comprehensive income |
$ | 45,123 | $ | (1,300 | ) | $ | 43,823 | |||||
Year Ended September 30, 2008: |
||||||||||||
Foreign currency translation adjustment |
$ | (16,387 | ) | $ | | $ | (16,387 | ) | ||||
Changes in defined benefit and other
postretirement plans |
8,547 | (3,245 | ) | 5,302 | ||||||||
Total other comprehensive income (loss) |
$ | (7,840 | ) | $ | (3,245 | ) | $ | (11,085 | ) | |||
Year Ended September 30, 2009: |
||||||||||||
Foreign currency translation adjustment |
$ | (24,853 | ) | $ | | $ | (24,853 | ) | ||||
Pension settlement |
16,040 | (5,957 | ) | 10,083 | ||||||||
Changes in defined benefit and other
postretirement plans |
1,268 | (3,243 | ) | (1,975 | ) | |||||||
Total other comprehensive income (loss) |
$ | (7,545 | ) | $ | (9,200 | ) | $ | (16,745 | ) | |||
34
16. Quarterly Financial Data (Unaudited)
Fiscal | ||||||||||||||||||||
First | Second | Third | Fourth | Year | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Total | ||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||
Fiscal Year 2009: |
||||||||||||||||||||
Revenue |
$ | 1,416,788 | $ | 1,046,692 | $ | 780,245 | $ | 878,172 | $ | 4,121,897 | ||||||||||
Gross profit (1) |
315,734 | 131,662 | 32,375 | 52,018 | 531,789 | |||||||||||||||
Income (loss) from continuing
operations |
150,463 | 47,627 | (29,328 | ) | (2,791 | ) | 165,971 | |||||||||||||
Net income (loss) |
149,238 | 42,988 | (32,336 | ) | (9,947 | ) | 149,943 | |||||||||||||
Diluted earnings per share: |
||||||||||||||||||||
Income (loss) from
continuing operations |
0.51 | 0.16 | (0.10 | ) | (0.01 | ) | 0.57 | |||||||||||||
Net income (loss) |
0.51 | 0.15 | (0.11 | ) | (0.03 | ) | 0.51 | |||||||||||||
Fiscal Year 2008: |
||||||||||||||||||||
Revenue |
$ | 1,271,642 | $ | 1,265,687 | $ | 1,311,160 | $ | 1,510,588 | $ | 5,359,077 | ||||||||||
Gross profit (1) |
318,645 | 260,297 | 279,539 | 337,337 | 1,195,818 | |||||||||||||||
Income from continuing
operations |
173,452 | 127,170 | 144,666 | 175,198 | 620,486 | |||||||||||||||
Net income |
172,184 | 127,303 | 141,783 | 168,095 | 609,365 | |||||||||||||||
Diluted earnings per share: |
||||||||||||||||||||
Income from continuing
operations |
0.59 | 0.43 | 0.49 | 0.59 | 2.10 | |||||||||||||||
Net income |
0.58 | 0.43 | 0.48 | 0.57 | 2.06 |
(1) | Represents revenue less cost of sales and services and research and engineering expenses. |
35