Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Description of Business On August 24, 2018, the board of directors (the “Board”) of KLX Inc. (the “Parent” or “KLX”) approved the distribution of all of the common stock of KLX Energy Services Holdings, Inc. (the “Company” or “KLX Energy Services”), a wholly-owned subsidiary of KLX, to KLX stockholders as of the spin-off record date as part of a taxable spin-off. Upon completion of the spin-off, KLX stockholders will own 100% of the outstanding shares of common stock of KLX Energy Services. The spin-off of KLX Energy Services will be made as part of a plan approved by the Board to spin off KLX’s energy services business into a stand-alone, publicly-traded company prior to the proposed merger (the “Merger”) of KLX with a wholly-owned subsidiary of The Boeing Company (“Boeing”) pursuant to an agreement and plan of merger, dated as of April 30, 2018, as amended on June 1, 2018, and as it may be further amended from time to time (the “Merger Agreement”). The Company is a provider of completion, intervention and production services and products to the major onshore oil and gas producing regions of the United States. Basis of Presentation The Company’s unaudited condensed financial statements have been derived from the Parent’s condensed consolidated financial statements and accounting records as if it was operated on a stand-alone basis and were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions and account balances within the Company have been eliminated. The condensed statements of earnings (loss) reflect allocations of general corporate expenses from the Parent, including, but not limited to, executive management, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, procurement and other shared services. The allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenues generated, costs incurred, headcount or other measures. Management of the Company and Parent considers these allocations to be a reasonable reflection of the utilization of services by, or the benefits provided to, the Company. The allocations may not, however, reflect the expense the Company would have incurred as a stand-alone company for the periods presented. Actual costs that may have been incurred if the Company had been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Parent’s cash has not been assigned to the Company for any of the periods presented because those cash balances are not directly attributable to the Company. The Parent will contribute $50 to the Company in connection with the separation. Parent’s debt obligations and the related interest expense have not been attributed to the Company for any of the periods presented because Parent’s borrowings and the related guarantees on such borrowings are not directly attributable to the businesses that comprise the Company. Parent has historically used a centralized approach to cash management and financing of its operations. Transactions between the Company and Parent are considered to be effectively settled for cash at the time the transaction is recorded. The net effect of these transactions is included in the condensed statements of cash flows as Net transfers from Parent. The Company’s ability to satisfy its liquidity requirements depends on its future operating performance, which is affected by prevailing economic conditions, the level of drilling, completion, intervention and production activity for North American onshore oil and natural gas resources, and financial and business and other factors, many of which are beyond the Company’s control. Due to improvements in the oil and gas industry, cash used in/provided by operating activities improved beginning in mid-2016 and continuing throughout the year ended January 31, 2018. The Company generated cash from operating activities starting in the third quarter of 2017, which continued into the second quarter of 2018. The Company’s reliance on funding from Parent decreased, receiving contributions of $5.8 and $34.9 for the six months ended July 31, 2018 and 2017, respectively, as revenues grew 66.6% for the six months ended July 31, 2018 as compared with the same period in the prior year. Contributions from Parent primarily funded the Company’s capital expenditures of $35.5 for the six months ended July 31, 2018 as compared to $21.1 for the six months ended July 31, 2017. During the six months ended July 31, 2018, exclusive of spin-off costs, the Company used approximately $0.1 in cash from operations less capital expenditures, as compared with a use of cash of approximately $34.9 calculated in the same manner for the same period of the prior year. As noted above, Parent has committed to contribute $50 to the Company at the date of separation to support the Company’s liquidity. In addition, Parent has committed to provide financial support, as needed, to the Company through the date of the spin-off. Any Parent funding, net of cash remitted to Parent, from the date of the Merger Agreement to the distribution date will be required to be reimbursed to Parent after the spin-off. Alternatively, any net cash generated by the Company between the Merger Agreement date and the distribution date will remain with the Company. Management evaluated its liquidity needs for the 12 months following the issuance of these financial statements including consideration of the possible impacts of a significant decline in oil and natural gas prices on the Company’s financial results. On August 10, 2018, the Company entered into a $100 asset based revolving line of credit (see Note 11 – Subsequent Events). As a result, management concluded that the Company will meet its obligations during the next year with cash from operating activities, the contribution of $50 by Parent, the Company’s $100 asset based revolving line of credit and management’s ability to control the timing of capital and other discretionary expenditures in the event of an unexpected downturn. Parent Company Investment – Parent company investment in the condensed balance sheets represents Parent’s historical investment in the Company, the net effect of cost allocations from transactions with Parent and net transfers of cash and assets from Parent. See Note 4 for a further description of the transactions between the Company and Parent. Financial Statement Preparation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments which, in the opinion of the Company’s management, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal recurring nature and have been reflected in the condensed financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period. |