The following unaudited condensed consolidated financial statements include all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Consolidation and Presentation
The unaudited interim condensed consolidated financial statements include the accounts of Patterson-UTI Energy, Inc. (the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Except for wholly-owned subsidiaries, the Company has no controlling financial interests in any entity which would require consolidation.
The unaudited interim condensed consolidated financial statements have been prepared by management of the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes the disclosures included either on the face of the financial statements or herein are sufficient to make the information presented not misleading. In the opinion of management, all recurring adjustments considered necessary for a fair statement of the information in conformity with accounting principles generally accepted in the United States of America have been included. The Unaudited Condensed Consolidated Balance Sheet as of December 31, 2015, as presented herein, was derived from the audited consolidated balance sheet of the Company, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The results of operations for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year.
The U.S. dollar is the functional currency for all of the Company’s operations except for its Canadian operations, which uses the Canadian dollar as its functional currency. The effects of exchange rate changes are reflected in accumulated other comprehensive income, which is a separate component of stockholders’ equity.
During the first quarter of 2016, the Company determined that certain income and expense items should be classified as “other operating (income) expense, net” in the condensed consolidated statements of operations. This caption now includes gains and losses on asset disposals and expenses related to certain legal settlements. Gains and losses on asset disposals were previously presented as a separate line in the condensed consolidated statements of operations. Expenses related to certain legal settlements were previously included in operating costs of the respective operating segment or within selling, general and administrative expense. For comparative purposes, all such prior period amounts were reclassified to conform to the current presentation, including the Company’s previously disclosed $12.3 million legal settlement that was previously included within selling, general and administrative expense for the nine months ended September 30, 2015.
The Company provides a dual presentation of its net income (loss) per common share in its unaudited condensed consolidated statements of operations: Basic net income (loss) per common share (“Basic EPS”) and diluted net income (loss) per common share (“Diluted EPS”).
Basic EPS excludes dilution and is computed by first allocating earnings between common stockholders and holders of non-vested shares of restricted stock. Basic EPS is then determined by dividing the earnings attributable to common stockholders by the weighted average number of common shares outstanding during the period, excluding non-vested shares of restricted stock.
Diluted EPS is based on the weighted average number of common shares outstanding plus the dilutive effect of potential common shares, including stock options, non-vested shares of restricted stock and restricted stock units. The dilutive effect of stock options and restricted stock units is determined using the treasury stock method. The dilutive effect of non-vested shares of restricted stock is based on the more dilutive of the treasury stock method or the two-class method, assuming a reallocation of undistributed earnings to common stockholders after considering the dilutive effect of potential common shares other than non-vested shares of restricted stock.
8
The following table presents information necessary to calculate net
loss
per share for the three
and
nine
month periods ended
Septem
ber
30
,
2016
and 201
5
as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive (in thousands, except per share amounts):
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
September 30,
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
BASIC EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(84,143
|
)
|
|
$
|
(225,978
|
)
|
|
$
|
(240,512
|
)
|
|
$
|
(235,828
|
)
|
Adjust for loss attributed to holders of non-vested restricted stock
|
|
—
|
|
|
|
2,359
|
|
|
|
—
|
|
|
|
2,436
|
|
Loss attributed to other common stockholders
|
$
|
(84,143
|
)
|
|
$
|
(223,619
|
)
|
|
$
|
(240,512
|
)
|
|
$
|
(233,392
|
)
|
Weighted average number of common shares outstanding, excluding
non-vested shares of restricted stock
|
|
146,326
|
|
|
|
145,662
|
|
|
|
146,014
|
|
|
|
145,317
|
|
Basic net loss per common share
|
$
|
(0.58
|
)
|
|
$
|
(1.54
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(1.61
|
)
|
DILUTED EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributed to other common stockholders
|
$
|
(84,143
|
)
|
|
$
|
(223,619
|
)
|
|
$
|
(240,512
|
)
|
|
$
|
(233,392
|
)
|
Weighted average number of common shares outstanding, excluding
non-vested shares of restricted stock
|
|
146,326
|
|
|
|
145,662
|
|
|
|
146,014
|
|
|
|
145,317
|
|
Add dilutive effect of potential common shares
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Weighted average number of diluted common shares outstanding
|
|
146,326
|
|
|
|
145,662
|
|
|
|
146,014
|
|
|
|
145,317
|
|
Diluted net loss per common share
|
$
|
(0.58
|
)
|
|
$
|
(1.54
|
)
|
|
$
|
(1.65
|
)
|
|
$
|
(1.61
|
)
|
Potentially dilutive securities excluded as anti-dilutive
|
|
9,141
|
|
|
|
7,840
|
|
|
|
9,141
|
|
|
|
7,840
|
|
2. Stock-based Compensation
The Company uses share-based payments to compensate employees and non-employee directors. The Company recognizes the cost of share-based payments under the fair-value-based method. Share-based awards consist of equity instruments in the form of stock options, restricted stock or restricted stock units that have included service conditions and, in certain cases, performance conditions. The Company’s share-based awards also included share-settled performance unit awards. Share-settled performance unit awards are accounted for as equity awards. The Company issues shares of common stock when vested stock options are exercised, when restricted stock is granted and when restricted stock units and share-settled performance unit awards vest.
Stock Options
— The Company estimates the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of the Company’s common stock over the most recent period equal to the expected term of the options as of the date such options are granted. The expected term assumptions are based on the Company’s experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. Weighted-average assumptions used to estimate the grant date fair values for stock options granted for the three and nine month periods ended September 30, 2016 and 2015 follow:
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
Volatility
|
|
34.87
|
%
|
|
NA
|
|
|
35.11
|
%
|
|
|
37.95
|
%
|
Expected term (in years)
|
|
5.00
|
|
|
NA
|
|
|
5.00
|
|
|
|
5.00
|
|
Dividend yield
|
|
0.42
|
%
|
|
NA
|
|
|
2.05
|
%
|
|
|
2.00
|
%
|
Risk-free interest rate
|
|
1.20
|
%
|
|
NA
|
|
|
1.40
|
%
|
|
|
1.37
|
%
|
9
Stock opti
on activity from January 1, 2016
to
September
30
, 2016
follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
Underlying
|
|
|
Exercise Price
|
|
|
Shares
|
|
|
Per Share
|
|
Outstanding at January 1, 2016
|
|
6,307,250
|
|
|
$
|
21.68
|
|
Granted
|
|
969,900
|
|
|
$
|
18.40
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
Cancelled
|
|
—
|
|
|
$
|
—
|
|
Expired
|
|
(550,000
|
)
|
|
$
|
28.26
|
|
Outstanding at September 30, 2016
|
|
6,727,150
|
|
|
$
|
20.67
|
|
Exercisable at September 30, 2016
|
|
5,266,379
|
|
|
$
|
20.91
|
|
Restricted Stock
— For all restricted stock awards made to date, shares of common stock were issued when the awards were made. Non-vested shares are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Non-forfeitable dividends are paid on non-vested shares of restricted stock. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period.
Restricted stock activity from January 1, 2016 to September 30, 2016 follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average Grant
|
|
|
|
|
|
|
Date Fair Value
|
|
|
Shares
|
|
|
Per Share
|
|
Non-vested restricted stock outstanding at January 1, 2016
|
|
1,432,250
|
|
|
$
|
24.56
|
|
Granted
|
|
785,486
|
|
|
$
|
20.58
|
|
Vested
|
|
(709,008
|
)
|
|
$
|
24.66
|
|
Forfeited
|
|
(34,383
|
)
|
|
$
|
24.89
|
|
Non-vested restricted stock outstanding September 30, 2016
|
|
1,474,345
|
|
|
$
|
22.38
|
|
Restricted Stock Units
— For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions. Non-forfeitable cash dividend equivalents are paid on certain non-vested restricted stock units. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period.
Restricted stock unit activity from January 1, 2016 to September 30, 2016 follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average Grant
|
|
|
|
|
|
|
Date Fair Value
|
|
|
Shares
|
|
|
Per Share
|
|
Non-vested restricted stock units outstanding at January 1, 2016
|
|
41,686
|
|
|
$
|
26.22
|
|
Granted
|
|
178,254
|
|
|
$
|
19.31
|
|
Vested
|
|
(15,033
|
)
|
|
$
|
27.30
|
|
Forfeited
|
|
(7,668
|
)
|
|
$
|
24.83
|
|
Non-vested restricted stock units outstanding September 30, 2016
|
|
197,239
|
|
|
$
|
19.94
|
|
Performance Unit Awards.
The Company has granted stock-settled performance unit awards to certain executive officers (the “Performance Units”) on an annual basis since 2010. The Performance Units provide for the recipients to receive a grant of shares of stock upon the achievement of certain performance goals during a specified period established by the Compensation Committee. The performance period for the Performance Units is the three year period commencing on April 1 of the year of grant, except that for the Performance Units granted in 2013 the performance period was extended pursuant to its terms, as described below.
10
The performance goals for the Performance Units are tied to the Company’s total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. These goals are considered to
be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the respective performance units. Generally, the recipients will receive a target number of shares if the Comp
any’s total shareholder return
during the performance period
is positive and, when compared to the peer group, is at the 50
th
percentile. If the Company’s total shareholder return during the performance period is positive and, when compared to the peer
group, is at the 75
th
percentile or higher, then the recipients will receive two times the target number of shares. If the Company’s total shareholder return during the performance period is positive, and, when compared to the peer group, is at the 25
th
p
ercentile, then the recipients will only receive one-half of the target number of shares. If the Company’s total shareholder return during the performance period is positive and, when compared to the peer group, is between the 25
th
and 75
th
percentile, th
en the shares to be received by the recipients will be determined on a pro-rata basis. For the Performance Units awarded prior to 2016, there is no payout unless the Company’s total shareholder return is positive and, when compared to the peer group, is a
t or above the 25
th
percentile.
For the Performance Units granted in April 2016, if the Company’s total shareholder return is negative, and, when compared to the peer group is at or above the 25th percentile, then the recipients will receive one-half of the number of shares they would have received had the Company’s total shareholder return been positive.
In respect of the 2013 Performance Units, for which the performance period ended March 31, 2016, the Company’s total shareholder return for the performance period was negative, the Company’s total shareholder return for the performance period when compared to the peer group was above the 75
th
percentile, and there was no payout; provided, however, that pursuant to the terms of those 2013 awards, if, during the two-year period ending March 31, 2018, the Company’s total shareholder return for any 30 consecutive day period equals or exceeds 18 percent on an annualized basis from April 1, 2013 through the last day of such 30 consecutive day period, and the recipient is actively employed by the Company through the last day of the extended performance period, then the Company will issue to the recipient the number of shares equal to the amount the recipient would have been entitled to receive had the Company’s total shareholder return been positive during the initial three year performance period.
The total target number of shares with respect to the Performance Units for the awards in 2012-2016 is set forth below:
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
Target number of shares
|
|
185,000
|
|
|
|
190,600
|
|
|
|
154,000
|
|
|
|
236,500
|
|
|
|
192,000
|
|
Because the performance units are stock-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Performance Units is set forth below (in thousands):
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
Fair value at date of grant
|
$
|
3,854
|
|
|
$
|
4,052
|
|
|
$
|
5,388
|
|
|
$
|
5,564
|
|
|
$
|
3,065
|
|
These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Performance Units is shown below (in thousands):
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Performance
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
|
Unit Awards
|
|
Three months ended September 30, 2015
|
NA
|
|
|
$
|
338
|
|
|
$
|
449
|
|
|
$
|
464
|
|
|
NA
|
|
Three months ended September 30, 2016
|
$
|
321
|
|
|
$
|
338
|
|
|
$
|
449
|
|
|
NA
|
|
|
NA
|
|
Nine months ended September 30, 2015
|
NA
|
|
|
$
|
675
|
|
|
$
|
1,347
|
|
|
$
|
1,391
|
|
|
$
|
255
|
|
Nine months ended September 30, 2016
|
$
|
642
|
|
|
$
|
1,013
|
|
|
$
|
1,347
|
|
|
$
|
464
|
|
|
NA
|
|
11
3
. Property and Equipment
Property and equipment consisted of the following at September 30, 2016 and December 31, 2015 (in thousands):
|
September 30,
|
|
|
December 31,
|
|
|
2016
|
|
|
2015
|
|
Equipment
|
$
|
6,808,201
|
|
|
$
|
6,963,148
|
|
Oil and natural gas properties
|
|
201,450
|
|
|
|
200,923
|
|
Buildings
|
|
96,950
|
|
|
|
96,470
|
|
Land
|
|
22,370
|
|
|
|
22,370
|
|
|
|
7,128,971
|
|
|
|
7,282,911
|
|
Less accumulated depreciation, depletion and impairment
|
|
(3,617,231
|
)
|
|
|
(3,362,203
|
)
|
Property and equipment, net
|
$
|
3,511,740
|
|
|
$
|
3,920,708
|
|
The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable (a “triggering event”). Based on recent commodity prices, the Company’s results of operations for the three and nine month periods ended September 30, 2016 and management’s expectations of operating results in future periods, the Company concluded that no triggering event occurred during the nine months ended September 30, 2016 with respect to its contract drilling or pressure pumping segments. Management’s expectations of future operating results were based on the assumption that activity levels in both segments will begin to recover by early 2017 in response to improved future oil prices. Depreciation, amortization and impairment expense for the three and nine month periods ended September 30, 2015, included a charge of $131 million related to the write-down of drilling equipment, primarily related to mechanical drilling rigs and spare mechanical rig components, to their realizable values and $22.0 million related to the write-down of pressure pumping equipment and certain closed facilities to their realizable values.
The Company reviews its proved oil and natural gas properties for impairment whenever a triggering event occurs, such as downward revisions in reserve estimates or decreases in expected future oil and natural gas prices. Proved properties are grouped by field and undiscounted cash flow estimates are prepared based on the Company’s expectation of future pricing over the lives of the respective fields. These cash flow estimates are reviewed by an independent petroleum engineer. If the net book value of a field exceeds its undiscounted cash flow estimate, impairment expense is measured and recognized as the difference between net book value and fair value. The fair value estimates used in measuring impairment are based on internally developed unobservable inputs including reserve volumes and future production, pricing and operating costs (Level 3 inputs in the fair value hierarchy of fair value accounting). The expected future net cash flows are discounted using an annual rate of 10% to determine fair value. The Company reviews unproved oil and natural gas properties quarterly to assess potential impairment. The Company’s impairment assessment is made on a lease-by-lease basis and considers factors such as the Company’s intent to drill, lease terms and abandonment of an area. If an unproved property is determined to be impaired, the related property costs are expensed. Impairment expense related to proved and unproved oil and natural gas properties totaled $205,000 in the third quarter and approximately $2.4 million for the nine months ended September 30, 2016 and is included in depreciation, depletion, amortization and impairment in the condensed consolidated statements of operations.
12
4. Business Segments
The Company’s revenues, operating income (losses) and identifiable assets are primarily attributable to three business segments: (i) contract drilling of oil and natural gas wells, (ii) pressure pumping services and (iii) the investment, on a non-operating working interest basis, in oil and natural gas properties. Each of these segments represents a distinct type of business and has a separate management team that reports to the Company’s chief operating decision maker. The results of operations in these segments are regularly reviewed by the chief operating decision maker for purposes of determining resource allocation and assessing performance.
The following tables summarize selected financial information relating to the Company’s business segments (in thousands):
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
September 30,
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract drilling
|
$
|
123,863
|
|
|
$
|
262,196
|
|
|
$
|
407,855
|
|
|
$
|
953,025
|
|
Pressure pumping
|
|
78,165
|
|
|
|
154,407
|
|
|
|
248,428
|
|
|
|
580,752
|
|
Oil and natural gas
|
|
4,284
|
|
|
|
6,027
|
|
|
|
12,973
|
|
|
|
20,343
|
|
Total segment revenues
|
|
206,312
|
|
|
|
422,630
|
|
|
|
669,256
|
|
|
|
1,554,120
|
|
Elimination of intercompany revenues (a)
|
|
(179
|
)
|
|
|
(379
|
)
|
|
|
(277
|
)
|
|
|
(1,409
|
)
|
Total revenues
|
$
|
206,133
|
|
|
$
|
422,251
|
|
|
$
|
668,979
|
|
|
$
|
1,552,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract drilling
|
$
|
(67,786
|
)
|
|
$
|
(131,256
|
)
|
|
$
|
(173,331
|
)
|
|
$
|
(53,432
|
)
|
Pressure pumping
|
|
(46,569
|
)
|
|
|
(183,464
|
)
|
|
|
(136,553
|
)
|
|
|
(217,224
|
)
|
Oil and natural gas
|
|
582
|
|
|
|
(1,824
|
)
|
|
|
(1,006
|
)
|
|
|
(10,017
|
)
|
|
|
(113,773
|
)
|
|
|
(316,544
|
)
|
|
|
(310,890
|
)
|
|
|
(280,673
|
)
|
Corporate and other
|
|
(13,754
|
)
|
|
|
(14,333
|
)
|
|
|
(42,395
|
)
|
|
|
(44,519
|
)
|
Other operating income (expense), net (b)
|
|
4,118
|
|
|
|
1,362
|
|
|
|
10,285
|
|
|
|
(4,984
|
)
|
Interest income
|
|
63
|
|
|
|
323
|
|
|
|
273
|
|
|
|
924
|
|
Interest expense
|
|
(10,244
|
)
|
|
|
(9,254
|
)
|
|
|
(31,722
|
)
|
|
|
(27,044
|
)
|
Other
|
|
19
|
|
|
|
16
|
|
|
|
52
|
|
|
|
16
|
|
Loss before income taxes
|
$
|
(133,571
|
)
|
|
$
|
(338,430
|
)
|
|
$
|
(374,397
|
)
|
|
$
|
(356,280
|
)
|
|
September 30,
|
|
|
December 31,
|
|
|
2016
|
|
|
2015
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
Contract drilling
|
$
|
3,113,229
|
|
|
$
|
3,457,044
|
|
Pressure pumping
|
|
677,100
|
|
|
|
813,704
|
|
Oil and natural gas
|
|
31,347
|
|
|
|
34,073
|
|
Corporate and other (c)
|
|
87,197
|
|
|
|
224,663
|
|
Total assets
|
$
|
3,908,873
|
|
|
$
|
4,529,484
|
|
(a)
|
Consists of contract drilling intercompany revenues for services provided to the oil and natural gas exploration and production segment.
|
(b)
|
Other operating income (expense) includes net gains or losses associated with the disposal of assets related to corporate strategy decisions of the executive management group. Accordingly, the related gains or losses have been excluded from the operating results of specific segments. This caption also includes expenses related to certain legal settlements net of insurance reimbursements.
|
(c)
|
Corporate and other assets primarily include cash on hand, income tax receivables, certain deferred tax assets and the assets of a business acquired in September 2016 that designs, manufactures, repairs and services pipe handling equipment and other rig components, including top drives and tubular tongs.
|
13
5. Goodwill
and Intangible Assets
Goodwill
— All of the Company’s goodwill at both September 30, 2016 and December 31, 2015 related to the contract drilling operating segment. Goodwill as of September 30, 2016 and changes for the nine months then ended are as follows (in thousands):
|
Nine Months Ended
|
|
|
September 30, 2016
|
|
Balance at beginning of period
|
$
|
86,234
|
|
Changes to goodwill
|
—
|
|
Balance at end of period
|
$
|
86,234
|
|
There were no accumulated impairment losses related to goodwill as of September 30, 2016 or December 31, 2015.
Goodwill is evaluated at least annually as of December 31, or when circumstances require, to determine if the fair value of recorded goodwill has decreased below its carrying value. For impairment testing purposes, goodwill is evaluated at the reporting unit level. The Company’s reporting units for impairment testing are its operating segments. The Company first determines whether it is more likely than not that the fair value of a reporting unit is less than its carrying value after considering qualitative, market and other factors, and if this is the case, any necessary goodwill impairment is determined using a two-step quantitative impairment test. From time to time, the Company may perform the first step of the quantitative testing for goodwill impairment in lieu of performing the qualitative assessment. The first step of the quantitative testing is to compare the fair value of an entity’s reporting units to the respective carrying value of those reporting units. If the carrying value of a reporting unit exceeds its fair value, the second step of the quantitative testing is performed whereby the fair value of the reporting unit is allocated to its identifiable tangible assets, intangible assets and liabilities with any remaining fair value representing the fair value of goodwill. If this resulting fair value of goodwill is less than the carrying value of goodwill, an impairment loss would be recognized for the amount of the shortfall.
Based on the results of the first step of the goodwill impairment test as of September 30, 2015, management concluded that impairment was indicated in its pressure pumping reporting unit and the Company recognized an impairment charge of $125 million in the three months ended September 30, 2015. The implied fair value of goodwill was estimated using a variety of valuation methods, including the income and market approaches. The estimate of fair value required the use of significant unobservable inputs, representative of a Level 3 fair value measurement. The inputs included assumptions related to the future performance of the Company’s pressure pumping reporting unit, such as future oil and natural gas prices and projected demand for the Company’s services, and assumptions related to discount rates, long-term growth rates and control premiums.
Intangible Assets
— Intangible assets were recorded in the pressure pumping operating segment in connection with the fourth quarter 2010 acquisition of the assets of a pressure pumping business. As a result of the purchase price allocation, the Company recorded an intangible asset related to the customer relationships acquired. The intangible asset was recorded at fair value on the date of acquisition.
The value of the customer relationships was estimated using a multi-period excess earnings model to determine the present value of the projected cash flows associated with the customers in place at the time of the acquisition and taking into account a contributory asset charge. The resulting intangible asset is being amortized on a straight-line basis over seven years. Amortization expense of approximately $911,000 was recorded in the three months ended September 30, 2016 and 2015, and amortization expense of approximately $2.7 million was recorded in the nine months ended September 30, 2016 and 2015.
The following table presents the gross carrying amount and accumulated amortization of the customer relationships as of September 30, 2016 and December 31, 2015 (in thousands):
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
Customer relationships
|
$
|
25,500
|
|
|
$
|
(21,857
|
)
|
|
$
|
3,643
|
|
|
$
|
25,500
|
|
|
$
|
(19,125
|
)
|
|
$
|
6,375
|
|
14
6. Accrued Expenses
Accrued expenses consisted of the following at September 30, 2016 and December 31, 2015 (in thousands):
|
September 30,
|
|
|
December 31,
|
|
|
2016
|
|
|
2015
|
|
Salaries, wages, payroll taxes and benefits
|
$
|
23,259
|
|
|
$
|
27,055
|
|
Workers' compensation liability
|
|
70,073
|
|
|
|
75,358
|
|
Property, sales, use and other taxes
|
|
11,082
|
|
|
|
9,061
|
|
Insurance, other than workers' compensation
|
|
9,392
|
|
|
|
12,817
|
|
Accrued interest payable
|
|
13,925
|
|
|
|
7,668
|
|
Other
|
|
26,497
|
|
|
|
29,652
|
|
Total
|
$
|
154,228
|
|
|
$
|
161,611
|
|
7. Asset Retirement Obligation
The Company records a liability for the estimated costs to be incurred in connection with the abandonment of oil and natural gas properties in the future. This liability is included in the caption “other” in the liabilities section of the condensed consolidated balance sheet. The following table describes the changes to the Company’s asset retirement obligations during the nine months ended September 30, 2016 and 2015 (in thousands):
|
Nine Months Ended
|
|
|
September 30,
|
|
|
2016
|
|
|
2015
|
|
Balance at beginning of year
|
$
|
5,692
|
|
|
$
|
5,301
|
|
Liabilities incurred
|
|
84
|
|
|
|
322
|
|
Liabilities settled
|
|
(74
|
)
|
|
|
(118
|
)
|
Accretion expense
|
|
126
|
|
|
|
129
|
|
Revision in estimated costs of plugging oil and natural gas wells
|
|
42
|
|
|
|
—
|
|
Asset retirement obligation at end of period
|
$
|
5,870
|
|
|
$
|
5,634
|
|
8. Long Term Debt
2012 Credit Agreement
— On September 27, 2012, the Company entered into a Credit Agreement (“Base Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, letter of credit issuer, swing line lender and lender, and each of the other lenders party thereto. The Base Credit Agreement (as amended, the “Credit Agreement”) is a committed senior unsecured credit facility that includes a revolving credit facility.
On July 8, 2016, the Company entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which amended the Base Credit Agreement. The revolving credit facility permits aggregate borrowings of up to $500 million outstanding at any time, subject to a borrowing base calculated by reference to the Company’s and certain of its subsidiaries’ eligible equipment, inventory, account receivable and unencumbered cash as described in Amendment No. 2. The revolving credit facility contains a letter of credit facility that is limited to $50 million and a swing line facility that is limited to $20 million, in each case outstanding at any time. Subject to customary conditions, the Company may request that the lenders’ aggregate commitments with respect to the revolving credit facility be increased by up to $100 million, not to exceed total commitments of $600 million. The maturity date under the Base Credit Agreement was September 27, 2017 for the revolving facility; however, Amendment No. 2 extended the maturity date of $357.9 million in revolving credit commitments of certain lenders to March 27, 2019.
The term loan facility included in the Base Credit Agreement, which facility was terminated in connection with Amendment No. 2, provided for a loan of $100 million, which was drawn on December 24, 2012 and was payable in quarterly principal installments. As a condition precedent, Amendment No. 2 required that the Company repay the entire outstanding principal amount of this term loan.
15
Loans under the Credit Agreement bear interest by reference, at the Company’s election, to the
LIBOR
rate or base rate, provided,
that swing lin
e loans bear interest by reference only to the base rate.
Until September
27,
2017, t
he applicable margin on LIBOR rate loans varies from 2.
7
5% to 3.25% and the applicable margin on base rate loans varies from 1.
7
5% to 2.25%, in each case determined based
upon the Company’s debt to capitalization ratio.
Beginning
September
27,
2017, the applicable margin on LIBOR rate loans varies from 3.25% to 3.75% and the applicable margin on base rate loans varies from 2.25% to 2.75%, in each case determined based on
the Company’s excess availability under the credit facility.
As of
September
30
,
2016
the applicable margin on
LIBOR
rate loans was 2.
7
5% and the applicable margin on base rate loans was 1.
7
5%.
Based on the Company’s debt to capitalization ratio at
June
3
0
, 201
6
, the applicable margin on
LIBOR
loans is 2.
75
% and the applicable margin on base rate loans is 1.
7
5% as of
October
1,
2016
. Based on the Company’s debt to capitalization ratio at
September
30
,
2016
, the applicable margin on
LIBOR
loans will be
2
.7
5% and the applicable margin on base rate loans will be
1.7
5% as of
January
1,
201
7
.
A letter of credit fee is payable by the Company equal to the applicable margin for
LIBOR
rate loans times the daily amount available to be drawn under outstanding lett
ers of credit.
The commitment fee rate payable to the lenders for the unused portion of the credit facility is 0.50%.
Each domestic subsidiary of the Company unconditionally guarantees all existing and future indebtedness and liabilities of the other guarantors and the Company arising under the Credit Agreement, other than (a) Ambar Lone Star Fluid Services LLC, (b) domestic subsidiaries that directly or indirectly have no material assets other than equity interests in, or capitalization indebtedness owed by, foreign subsidiaries, and (c) any subsidiary having total assets of less than $1 million. Such guarantees also cover obligations of the Company and any subsidiary of the Company arising under any interest rate swap contract with any person while such person is a lender or an affiliate of a lender under the Credit Agreement.
The Credit Agreement requires compliance with two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 40%. The Credit Agreement generally defines the debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the last day of the most recently ended fiscal quarter. The Company also must not permit the interest coverage ratio as of the last day of a fiscal quarter to be less than 3.00 to 1.00. The Credit Agreement generally defines the interest coverage ratio as the ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2016.
Amendment No. 2 limits the Company’s ability to make investments in foreign subsidiaries or joint ventures such that, if the book value of all such investments since September 27, 2012 is above 20% of the total book value of the assets of the Company and its subsidiaries on a pro forma basis, the Company will not be able to make such investment. Amendment No. 2 also restricts the Company’s ability to pay dividends and make equity repurchases, subject to certain exceptions, including an exception allowing such restricted payments if before and immediately after giving effect to such restricted payment, the Pro Forma Debt Service Coverage Ratio (as defined in Amendment No. 2) is at least 1.50 to 1.00. In addition, Amendment No. 2 requires that, if the consolidated cash balance of the Company and its subsidiaries, subject to certain exclusions, is more than $100 million at the end of the day on which a borrowing is made, the Company can only use the proceeds from such borrowing to fund acquisitions, capital expenditures and the repurchase of indebtedness, and if such proceeds are not used in such manner within three business days, the Company must repay such unused proceeds on the fourth business day following such borrowings. Amendment No. 2 also decreased the permitted amount of certain secured indebtedness of the Company and its subsidiaries and decreased the permitted amount of certain unsecured indebtedness of the Company’s subsidiaries.
The Credit Agreement also contains customary representations, warranties and affirmative and negative covenants.
Events of default under the Credit Agreement include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, as well as a cross default event, loan document enforceability event, change of control event and bankruptcy and other insolvency events. If an event of default occurs and is continuing, then a majority of the lenders have the right, among others, to (i) terminate the commitments under the Credit Agreement, (ii) accelerate and require the Company to repay all the outstanding amounts owed under any loan document (provided that in limited circumstances with respect to insolvency and bankruptcy of the Company, such acceleration is automatic), and (iii) require the Company to cash collateralize any outstanding letters of credit.
As of September 30, 2016, the Company had $15.0 million drawn under the revolving credit facility at a weighted average interest rate of 4.0%, with available borrowing capacity of $317 million.
2015 Reimbursement Agreement
— On March 16, 2015, the Company entered into a Reimbursement Agreement (the “Reimbursement Agreement”) with The Bank of Nova Scotia (“Scotiabank”), pursuant to which the Company may from time to time request that Scotiabank issue an unspecified amount of letters of credit. As of September 30, 2016, the Company had $38.2 million in letters of credit outstanding under the Reimbursement Agreement.
16
Under the terms of the Reimbursement Agreement, the Company will reimburse Scotiabank on demand for any amounts
that Scotiabank has disbursed under any letters of credit. Fees, charges and other reasonable expenses for the issuance of letters of credit are payable by the Company at the time of issuance at such rates and amounts as are in accordance with Scotiabank’
s prevailing practice. The Company is obligated to pay to Scotiabank interest on all amounts not paid by the Company on the date of demand or when otherwise due at the LIBOR rate plus 2.25% per annum, calculated daily and payable monthly, in arrears, on t
he basis of a calendar year for the actual number of days elapsed, with interest on overdue interest at the same rate as on the reimbursement amounts.
The Company has also agreed that if obligations under the Credit Agreement are secured by liens on any of its or any of its subsidiaries’ property, then the Company’s reimbursement obligations and (to the extent similar obligations would be secured under the Credit Agreement) other obligations under the Reimbursement Agreement and any letters of credit will be equally and ratably secured by all property subject to such liens securing the Credit Agreement.
Pursuant to a Continuing Guaranty dated as of March 16, 2015, the Company’s payment obligations under the Reimbursement Agreement are jointly and severally guaranteed as to payment and not as to collection by subsidiaries of the Company that from time to time guarantee payment under the Credit Agreement.
2015 Term Loan Agreement
— On March 18, 2015, the Company entered into a Term Loan Agreement (the “2015 Term Loan Agreement”) with Wells Fargo Bank, N.A., as administrative agent and lender, each of the other lenders party thereto, Wells Fargo Securities, LLC, as Lead Arranger and Sole Book Runner, and Bank of America, N.A. and The Bank Of Tokyo-Mitsubishi UFJ, LTD., as Co-Syndication Agents.
The 2015 Term Loan Agreement was a senior unsecured single-advance term loan facility pursuant to which the Company made a term loan borrowing of $200 million on March 18, 2015 (the “Term Loan Borrowing”). The Term Loan Borrowing was payable in quarterly principal installments, together with accrued interest. Loans under the 2015 Term Loan Agreement bore interest, at the Company’s election, at the per annum rate of LIBOR rate plus 3.25% or base rate plus 2.25%.
As a condition precedent to Amendment No 2, the Company repaid the entire outstanding principal amount under the 2015 Term Loan Agreement and terminated the agreement on July 8, 2016.
Senior Notes
— On October 5, 2010, the Company completed the issuance and sale of $300 million in aggregate principal amount of its 4.97% Series A Senior Notes due October 5, 2020 (the “Series A Notes”) in a private placement. The Series A Notes bear interest at a rate of 4.97% per annum. The Company pays interest on the Series A Notes on April 5 and October 5 of each year. The Series A Notes will mature on October 5, 2020.
On June 14, 2012, the Company completed the issuance and sale of $300 million in aggregate principal amount of its 4.27% Series B Senior Notes due June 14, 2022 (the “Series B Notes”) in a private placement. The Series B Notes bear interest at a rate of 4.27% per annum. The Company pays interest on the Series B Notes on April 5 and October 5 of each year. The Series B Notes will mature on June 14, 2022.
The Series A Notes and Series B Notes are senior unsecured obligations of the Company which rank equally in right of payment with all other unsubordinated indebtedness of the Company. The Series A Notes and Series B Notes are guaranteed on a senior unsecured basis by each of the existing domestic subsidiaries of the Company other than subsidiaries that are not required to be guarantors under the Credit Agreement.
The Series A Notes and Series B Notes are prepayable at the Company’s option, in whole or in part, provided that in the case of a partial prepayment, prepayment must be in an amount not less than 5% of the aggregate principal amount of the notes then outstanding, at any time and from time to time at 100% of the principal amount prepaid, plus accrued and unpaid interest to the prepayment date, plus a “make-whole” premium as specified in the note purchase agreements. The Company must offer to prepay the notes upon the occurrence of any change of control. In addition, the Company must offer to prepay the notes upon the occurrence of certain asset dispositions if the proceeds therefrom are not timely reinvested in productive assets. If any offer to prepay is accepted, the purchase price of each prepaid note is 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the prepayment date.
The respective note purchase agreements require compliance with two financial covenants. The Company must not permit its debt to capitalization ratio to exceed 50% at any time. The note purchase agreements generally define the debt to capitalization ratio as the ratio of (a) total borrowed money indebtedness to (b) the sum of such indebtedness plus consolidated net worth, with consolidated net worth determined as of the last day of the most recently ended fiscal quarter. The Company also must not permit the interest coverage ratio as of the last day of a fiscal quarter to be less than 2.50 to 1.00. The note purchase agreements generally define the interest coverage ratio as the ratio of EBITDA for the four prior fiscal quarters to interest charges for the same period. The Company was in compliance with these covenants at September 30, 2016.
17
Events of default under the note purchas
e agreements include failure to pay principal or interest when due, failure to comply with the financial and operational covenants, a cross default event, a judgment in excess of a threshold event, the guaranty agreement ceasing to be enforceable, the occu
rrence of certain ERISA events, a change of control event and bankruptcy and other insolvency events.
If an event of default under the note purchase agreements occurs and is continuing, then holders of a majority in principal amount of the respective note
s have the right to declare all the notes then-outstanding to be immediately due and payable.
In addition, if the Company defaults in payments on any note, then until such defaults are cured, the holder thereof may declare all the notes held by it pursuan
t to the note purchase agreement to be immediately due and payable.
In April and August 2015, the Financial Accounting Standards Board (“FASB”) issued accounting standards updates to provide guidance for the presentation of debt issuance costs. Under this guidance, debt issuance costs, except those related to line-of-credit arrangements, are presented in the balance sheet as a direct deduction from the carrying amount of the related debt. Debt issuance costs related to line-of-credit arrangements can continue to be classified as a deferred charge. Amortization of debt issuance costs continues to be reported as interest expense. This guidance became effective for the Company during the three months ended March 31, 2016. This guidance was applied retrospectively, and debt issuance costs and long-term debt as of December 31, 2015 have been adjusted. There was no impact on results of operations or cash flows as a result of the adoption of this guidance. Interest expense related to the amortization of debt issuance costs was approximately $2.0 million and $746,000 for the three months ended September 30, 2016 and 2015, respectively. Interest expense related to the amortization of debt issuance costs was approximately $3.5 million and $2.0 million for the nine months ended September 30, 2016 and 2015, respectively. Debt issuance costs amortization for the three and nine months ended September 30, 2016 includes $1.4 million of costs related to the early termination of the 2012 and 2015 term loan agreements.
Presented below is a schedule of the principal repayment requirements of long-term debt as of September 30, 2016 (in thousands):
Year ending December 31,
|
|
|
|
2016
|
$
|
—
|
|
2017
|
|
—
|
|
2018
|
|
—
|
|
2019
|
|
15,000
|
|
2020
|
|
300,000
|
|
Thereafter
|
|
300,000
|
|
Total
|
$
|
615,000
|
|
9. Commitments, Contingencies and Other Matters
As of September 30, 2016, the Company maintained letters of credit in the aggregate amount of $38.2 million for the benefit of various insurance companies as collateral for retained losses which could become payable under the terms of the underlying insurance contracts. These letters of credit expire annually at various times during the year and are typically renewed. As of September 30, 2016, no amounts had been drawn under the letters of credit.
As of September 30, 2016, the Company had commitments to purchase approximately $64.2 million of major equipment for its drilling and pressure pumping businesses.
The Company’s pressure pumping business has entered into agreements to purchase minimum quantities of proppants and chemicals from certain vendors. These agreements expire in 2017 and 2018. As of September 30, 2016, the remaining obligation under these agreements was approximately $22.0 million, of which approximately $5.0 million relates to purchases required during the remainder of 2016. In the event the required minimum quantities are not purchased during any contract year, the Company could be required to make a liquidated damages payment to the respective vendor for any shortfall.
In November 2011, the Company’s pressure pumping business entered into an agreement with a proppant vendor to advance up to $12.0 million to such vendor to finance the construction of certain processing facilities. This advance is secured by the underlying processing facilities. Repayment of the advance is to be made through discounts applied to purchases from the vendor. As of September 30, 2016, advances of approximately $11.8 million had been made under this agreement and principal repayments of approximately $10.6 million had been received, resulting in a balance outstanding of approximately $1.2 million.
The Company is party to various legal proceedings arising in the normal course of its business. The Company does not believe that the outcome of these proceedings, either individually or in the aggregate, will have a material adverse effect on its financial condition, results of operations or cash flows.
18
1
0
. Stockholders’ Equity
Cash Dividends
— The Company paid cash dividends during the nine months ended September 30, 2015 and 2016 as follows:
2015:
|
Per Share
|
|
|
Total
|
|
|
|
|
|
|
(in thousands)
|
|
Paid on March 25, 2015
|
$
|
0.10
|
|
|
$
|
14,640
|
|
Paid on June 24, 2015
|
|
0.10
|
|
|
|
14,712
|
|
Paid on September 24, 2015
|
|
0.10
|
|
|
|
14,712
|
|
Total cash dividends
|
$
|
0.30
|
|
|
$
|
44,064
|
|
2016:
|
Per Share
|
|
|
Total
|
|
|
|
|
|
|
(in thousands)
|
|
Paid on March 24, 2016
|
$
|
0.10
|
|
|
$
|
14,712
|
|
Paid on June 23, 2016
|
|
0.02
|
|
|
|
2,953
|
|
Paid on September 22, 2016
|
|
0.02
|
|
|
|
2,953
|
|
Total cash dividends
|
$
|
0.14
|
|
|
$
|
20,618
|
|
On October 26, 2016, the Company’s Board of Directors approved a cash dividend on its common stock in the amount of $0.02 per share to be paid on December 22, 2016 to holders of record as of December 8, 2016. The amount and timing of all future dividend payments, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition, terms of the Company’s debt agreements and other factors.
On September 6, 2013, the Company’s Board of Directors approved a stock buyback program that authorizes purchase of up to $200 million of the Company’s common stock in open market or privately negotiated transactions. As of September 30, 2016, the Company had remaining authorization to purchase approximately $187 million of the Company’s outstanding common stock under the stock buyback program. Shares purchased under a buyback program are accounted for as treasury stock.
On September 15, 2016, the Company issued 353,804 shares of its common stock, valued at $6.7 million in connection with an acquisition. The transaction was not significant to the Company’s consolidated financial statements.
Treasury stock acquisitions during the nine months ended September 30, 2016 were as follows (dollars in thousands):
|
September 30, 2016
|
|
|
Shares
|
|
|
Cost
|
|
Treasury shares at beginning of period
|
|
43,207,240
|
|
|
$
|
907,045
|
|
Purchases pursuant to stock buyback program
|
|
8,488
|
|
|
|
183
|
|
Acquisitions pursuant to long-term incentive plan
|
|
160,564
|
|
|
|
3,428
|
|
Treasury shares at end of period
|
|
43,376,292
|
|
|
$
|
910,656
|
|
11. Income Taxes
The Company’s effective income tax rate was 35.8% for the nine months ended September 30, 2016, compared to 33.8% for the nine months ended September 30, 2015. The difference in the effective tax rate is primarily related to the impact of goodwill impairment charges in 2015 and adjustment to the deferred tax liability associated with the conversion of the Company’s Canadian operations to a controlled foreign corporation established in 2010.
12. Fair Values of Financial Instruments
The carrying values of cash and cash equivalents, trade receivables and accounts payable approximate fair value due to the short-term maturity of these items. These fair value estimates are considered Level 1 fair value estimates in the fair value hierarchy of fair value accounting.
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The estimated fair value of the Company’s outstanding debt balances (including current portion
) as of
September
30
,
2016 and December 31,
2015
is set forth below (in thousands):
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
Borrowings under Credit Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
$
|
15,000
|
|
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan facility
|
|
—
|
|
|
|
—
|
|
|
|
70,000
|
|
|
|
70,000
|
|
2015 Term Loan
|
|
—
|
|
|
|
—
|
|
|
|
185,000
|
|
|
|
185,000
|
|
4.97% Series A Senior Notes
|
|
300,000
|
|
|
|
288,203
|
|
|
|
300,000
|
|
|
|
279,635
|
|
4.27% Series B Senior Notes
|
|
300,000
|
|
|
|
270,849
|
|
|
|
300,000
|
|
|
|
258,806
|
|
Total debt
|
$
|
615,000
|
|
|
$
|
574,052
|
|
|
$
|
855,000
|
|
|
$
|
793,441
|
|
The carrying values of the balances outstanding under the Credit Agreement and the 2015 Term Loan Agreement approximate their fair values as these instruments have floating interest rates. The fair values of the Series A Notes and Series B Notes at September 30, 2016 and December 31, 2015 are based on discounted cash flows associated with the respective notes using current market rates of interest at those respective dates. For the Series A Notes, the current market rates used in measuring this fair value were 6.09% at September 30, 2016 and 6.66% at December 31, 2015. For the Series B Notes, the current market rates used in measuring this fair value were 6.33% at September 30, 2016 and 6.95% at December 31, 2015. These fair value estimates are based on observable market inputs and are considered Level 2 fair value estimates in the fair value hierarchy of fair value accounting.
13. Recently Issued Accounting Standards
In May 2014, the FASB issued an accounting standards update to provide guidance on the recognition of revenue from customers. The FASB clarified this guidance in March, April and May 2016. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty, if any, of revenue and cash flows arising from contracts with customers. The requirements in this update are effective during interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In November 2015, the FASB issued an accounting standards update to provide guidance for the presentation of deferred tax liabilities and assets. Under this guidance, for a particular tax-paying component of an entity and within a particular tax jurisdiction, all deferred tax liabilities and assets, as well as any related valuation allowance, shall be offset and presented as a single noncurrent amount. The requirements in this update are effective during interim and annual periods beginning after December 15, 2016. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued an accounting standards update to provide guidance for the accounting for leasing transactions. The requirements in this update are effective during interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In March 2016, the FASB issued an accounting standards update to provide guidance for the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The requirements in this update are effective during interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
In August 2016, the FASB issued an accounting standard to clarify the presentation of cash receipts and payments in specific situations on the statement of cash flows. The requirements in this update are effective during interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
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DISCLOSURE REGARDING FORWARD LOOKING
STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) and other public filings and press releases by us contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. These “forward-looking statements” involve risk and uncertainty. These forward-looking statements include, without limitation, statements relating to: liquidity; revenue and cost expectations and backlog; financing of operations; oil and natural gas prices; source and sufficiency of funds required for building new equipment, upgrading existing equipment and additional acquisitions (if opportunities arise); impact of inflation; demand for our services; competition; equipment availability; government regulation; debt service obligations; and other matters. Our forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often use words such as “anticipates,” “believes,” “budgeted,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “project,” “should,” “strategy,” or “will,” or the negative thereof and other words and expressions of similar meaning. The forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Forward-looking statements may be made orally or in writing, including, but not limited to, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Report and other sections of our filings with the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act and the Securities Act.
Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, volatility in customer spending and in oil and natural gas prices that could adversely affect demand for our services and their associated effect on rates, utilization, margins and planned capital expenditures, global economic conditions, excess availability of land drilling rigs and pressure pumping equipment, including as a result of reactivation or construction, equipment specialization and new technologies, competition, adverse industry conditions, adverse credit and equity market conditions, failure by our customers to pay us or satisfy their contractual obligations (particularly with respect to fixed term contracts), difficulty in building and deploying new equipment and integrating acquisitions, shortages, delays in delivery and interruptions in supply of equipment, supplies and materials, weather, loss of key customers, liabilities from operations for which we do not have and receive full indemnification or insurance, ability to effectively identify and enter new markets, governmental regulation, ability to realize backlog, ability to retain management and field personnel, legal proceedings and other factors. Refer to “Risk Factors” contained in Part 1 of our Annual Report on Form 10-K for the year ended December 31, 2015 for a more complete discussion of factors that might affect our performance and financial results. You are cautioned not to place undue reliance on any of our forward-looking statements. These forward-looking statements are intended to relay our expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, changes in internal estimates or otherwise, except as required by law.
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