Notes to Financial Statements | |
| 9 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
Note 1 General |
Note 1 General
In our opinion, the unaudited condensed consolidated financial statements of BJ Services Company (the Company) include all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of our financial position as of June30, 2009, our results of operations for the three and nine-month periods ended June30, 2009 and 2008, our statement of stockholders equity and other comprehensive income for the nine-month period ended June30, 2009, and our cash flows for the nine-month periods ended June30, 2009 and 2008. The condensed consolidated statement of financial position at September30, 2008 is derived from the September30, 2008 audited consolidated financial statements. Although we believe the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations and cash flows for the nine-month period ended June30, 2009 are not necessarily indicative of the results to be expected for the full year.
We have evaluated subsequent events through August7, 2009, the date of issuance of the condensed consolidated financial statements.
Certain prior period amounts have been reclassified in the accompanying condensed consolidated financial statements to conform to the current year presentation. |
Note 2 Earnings (Loss) Per Share and Comprehensive Income |
Note 2 Earnings (Loss) Per Share and Comprehensive Income
Basic earnings (loss) per share exclude dilution and are computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share are 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.
The following table presents information necessary to calculate earnings (loss) per share for the periods presented (in thousands, except per share amounts):
Three Months Ended June30, Nine Months Ended June30,
2009 2008 2009 2008
Net income (loss) $ (32,336 ) $ 141,783 $ 159,890 $ 441,270
Weighted-average common shares outstanding 292,087 293,892 292,278 293,253
Basic earnings (loss) per share $ (0.11 ) $ 0.48 $ 0.55 $ 1.50
Weighted-average common and dilutive potential common shares outstanding:
Weighted-average common shares outstanding 292,087 293,892 292,278 293,253
Assumed exercise of dilutive instruments (1) 2,465 1,122 2,333
Weighted-average dilutive shares outstanding 292,087 296,357 293,400 295,586
Diluted earnings (loss) per share $ (0.11 ) $ 0.48 $ 0.54 $ 1.49
(1)
For the three months ended June30, 2009, 1.6million potential common shares were excluded from the computation of diluted loss per share due to their antidilutive affect. These shares represent a combination of stock options, employee stock purchase plan shares, stock incentive awards, bonus stock and director stock awards. For the three and nine months ended June30, 2009, 11.3million and 11.5million stock options, respectively, were excluded from the computation of diluted earnings (loss) per share due to their antidilutive effect as calculated using the treasury stock method. For the three and nine months ended June30, 2008, 3.0million stock options were excluded from the computation of diluted earnings per share due to their antidilutive effect.
The following table summarizes comprehensive income for the periods presented (in thousands):
Three Months Ended June30, Nine Months Ended June30,
2009 2008 2009 2008
Net income (loss) $ (32,336 ) $ 141,783 $ 159,890 $ 441,270
Cumulative translation adjustments 27,756 4,636 (47,772 ) (5,831 )
Pension settlement 16,040
Changes in defined benefit and other postretirement plans 4,448 26,689 (9,277 )
Deferred tax benefit (expense) (1,658 ) (15,898 ) 3, |
Note 3 Segment Information |
Note 3 Segment Information
We currently have thirteen 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 and coiled tubing 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 five 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 / Africa, the Middle East, Asia Pacific, Russia 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. Business activities in our Russia operating segment are expected to conclude during the fourth quarter of fiscal 2009 and results are expected to be reclassified to discontinued operations during that quarter.
The Oilfield Services Group segment has five operating segments. These operating segments provide 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, serve same or similar customers and some of the operating segments share resources.
The accountin |
Note 4 Acquisitions |
Note 4 Acquisitions
On May21, 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 $36.5 million in total current assets, $14.5 million in property and equipment, $0.6 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 financial statements. |
Note 5 Commitments and Contingencies |
Note 5 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.
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 f |
Note 6 Financial Instruments |
Note 6 Financial Instruments
The carrying amount of cash and cash equivalents, receivables, accounts payable, and short-term borrowings approximates fair value because of the short maturities of those instruments. Periodically, we borrow funds denominated in foreign currencies, which exposes us to market risk associated with exchange rate fluctuations. There were $21.5 million and $7.6 million of short-term borrowings denominated in foreign currencies at June30, 2009 and September30, 2008, respectively.
Fair value of our long-term debt, calculated based on quoted prices in active markets for our debt securities, at June30, 2009 and September30, 2008 was as follows (in thousands):
June30, 2009 September30, 2008
Carrying Amount Fair Value Carrying Amount Fair Value
5.75% Senior Notes due 2011 $ 249,874 $ 255,000 $ 249,825 $ 255,225
6% Senior Notes due 2018 248,991 242,163 248,905 250,300
Total long-term debt $ 498,865 $ 497,163 $ 498,730 $ 505,525
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Note 7 Employee Benefit Plans |
Note 7 Employee Benefit Plans
We have defined benefit pension plans and a postretirement benefit plan covering certain employees, which are described in more detail in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September30, 2008.
In September 2006, we entered into an agreement with an insurance company to settle our obligation with respect to the U.S. defined benefit plan. Plan assets of approximately $72 million were used to purchase an insurance contract to fund the benefits and settle the plan. 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 fiscal quarter of 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.
Below is the amount of net periodic benefit costs recognized under our foreign defined benefit plans (in thousands):
ThreeMonthsEnded June30, NineMonthsEnded June30,
2009 2008 2009 2008
Service cost for benefits earned $ 1,654 $ 1,680 $ 4,962 $ 5,040
Interest cost on projected benefit obligation 3,449 3,327 10,347 9,981
Expected return on plan assets (2,829 ) (2,903 ) (8,487 ) (8,709 )
Recognized actuarial loss 615 604 1,845 1,812
Net amortization and deferral (25 ) (75 )
Net pension cost $ 2,889 $ 2,683 $ 8,667 $ 8,049
In fiscal 2009, we expect to contribute a total of $12.8 million to the defined benefit plans, which represents the legal or contractual minimum funding requirements and expected discretionary contributions. We have paid $9.6 million in contributions to defined benefit pension plans during the nine months ended June30, 2009. These contributions have been and are expected to be funded by cash flows from operating activities.
Below is the amount of net periodic benefit costs recognized under our postretirement benefit plan (in thousands).
ThreeMonthsEnded June30, NineMonthsEnded June30,
2009 2008 2009 2008
Service cost for benefits attributed to service during the period $ 172 $ 1,033 $ 1,037 $ 3,099
Interest cost on accumulated postretirement benefit obligation 248 914 1,247 2,742
Net amortization and deferral (1,232 ) (3,017 )
Net postretirement benefit cost (income) $ (812 ) $ 1,947 $ (733 ) $ 5,841
We expect to contribute a total of $1.6 million to the postretirement benefit plan in fiscal 2009, which represents the anticipated cost of participant claims. We have made $1.2 million i |
Note 8 New Accounting Standards |
Note 8 New Accounting Standards
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.168, Codification and the Hierarchy of Generally Accepted Accounting Principles (GAAP) (SFAS 168) (FASB Accounting Standard Codification (ASC) 105-10) establishing an authoritative United States GAAP superseding all pre-existing accounting standards and literature. SFAS 168 is effective for financial statements issued for interim and annual periods after September15, 2009. In response, we will change the accounting literature references contained in our SEC filings subsequent to that date without material impact on our financial statements.
In June 2009, the FASB issued SFAS No.167, Amendments to FASB Interpretation (FIN) No.46(R) (SFAS 167) which addresses the addition of qualified special purpose entities into the scope of FIN46(R) as the concept of these entities was eliminated by SFAS 166. This statement 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 5 under Lease and Other Long-Term Commitments. SFAS 167 becomes effective as of the beginning of the first annual reporting period beginning after November15, 2009 and should be applied prospectively for interim and annual periods during that period going forward. We will adopt the provisions of SFAS 167 on October1, 2010, and have not yet determined the impact, if any, on our consolidated financial statements.
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets (SFAS 166) which eliminates the concept of a qualified special purpose entity and enhances guidance related to derecognition of transferred assets. SFAS 166 becomes effective as of the beginning of the first annual reporting period beginning after November15, 2009 and should be applied prospectively for interim and annual periods during that period going forward. We will adopt the provisions of SFAS 166 on October1, 2010, and have not yet determined the impact, if any, on our consolidated financial statements.
On June30, 2009, we adopted FASB Staff Position (FSP) 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments, which amends SFAS No.107 and requires publicly-traded companies to disclose the fair value of financial instruments in their interim financial statements. See Note 6.
In May 2009, the FASB issued SFAS No.165, Subsequent Events (SFAS 165) (FASB ASC 855-10). The objective of this statement is to establish general standards of accounting for and disclosures of events that occ |