-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DgKUguITwfQB3B3myPXpiO6ZN4nNeYTI6m6ZqBhIIsbuBTFxmtIF47RHANfLyWkR 0+jxeufDfWTGlF18dJzDjg== 0000899243-03-000111.txt : 20030124 0000899243-03-000111.hdr.sgml : 20030124 20030123180642 ACCESSION NUMBER: 0000899243-03-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BJ SERVICES CO CENTRAL INDEX KEY: 0000864328 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 630084140 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10570 FILM NUMBER: 03522934 BUSINESS ADDRESS: STREET 1: 5500 NW CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77210 BUSINESS PHONE: 7134624239 MAIL ADDRESS: STREET 1: 5500 NORTHWEST CENTRAL DR STREET 2: 5500 NORTHWEST CENTRAL DR CITY: HOUSTON STATE: TX ZIP: 77092 8-K 1 d8k.txt FORM 8-K =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2003 BJ SERVICES COMPANY (Exact name of registrant as specified in the charter) Delaware 001-10570 63-0084140 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 5500 Northwest Central Drive Houston, Texas 77092 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 462-4239 =============================================================================== Item 5. Other Events and Regulation FD Disclosure. On January 21, 2003, BJ Services Company issued a news release announcing its financial results for the first quarter ended December 31, 2002. A copy of the news release is attached as Exhibit 99.1 to this report and is incorporated into this Item 5 by reference. On January 22, 2003, the Board of Directors of BJ Services Company appointed William H. White to serve as a Director of the Company. Mr. White fills a vacancy in the Class II directors, and his term will expire at the annual meeting of stockholders in 2004. Mr. White was also appointed to serve on the Audit Committee and the Nominating & Governance Committee of the Company. A copy of the news release announcing the appointment is attached as Exhibit 99.2 to this report and is incorporated into this Item 5 by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 News Release dated January 21, 2003 with respect to the Company's financial results for the first quarter ended December 31, 2002. 99.2 News Release dated January 22, 2003 with respect to the appointment of William H. White to the Company's Board of Directors. Item 9. Regulation FD Disclosure. As discussed during a conference call regarding the first quarter results held on Tuesday, January 21, at 9:00 a.m. Central Time, management of BJ Services Company indicated that it expects to achieve earnings per share of between $1.05 and $1.15 for its fiscal year ended September 30, 2003. It also indicated that it expects to achieve earnings per share of between $1.20 to $1.30 for the 2003 calendar year. The publicly announced conference call was available via real-time webcast and is available for replay on the Company's website at www.bjservices.com. This report contains forward-looking statements within the meaning of the Securities Litigation Reform Act that involve risks and uncertainties, including oil and gas price volatility, variations in demand for our services, operational and other risks, and other factors described from time to time in the Company's publicly available SEC reports, which could cause actual results to differ materially from those indicated in the forward-looking statements. In this report, the words "expect," "estimate," "project," "believe," "achievable" and similar words are intended to identify forward-looking statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BJ SERVICES COMPANY By: /s/ T.M. Whichard ------------------------------------------- Name: T.M. Whichard Title: Vice President and Chief Financial Officer Date: January 23, 2003 EX-99.1 3 dex991.txt NEWS RELEASE DATED JANUARY 21, 2003 Exhibit 99.1 Investor Relations BJ Services Reports First Quarter Earnings HOUSTON, Jan. 21/PRNewswire-FirstCall/ -- BJ Services Company (NYSE: BJS; CBOE; PCX) reported net income of $33.5 million ($.21 per diluted share) for its fiscal quarter ended December 31, 2002. Financial Results (in millions, except per share amounts) 3 Months Ended 12/31/02 12/31/01 9/30/02 Revenue $473.1 $510.1 $473.7 Net Income $ 33.5 $ 66.9 $ 32.9 Diluted Earnings Per Share $ 0.21 $ 0.42 $ 0.21 Consolidated revenue was flat sequentially, with U.S./Mexico pressure pumping services up 1% and International pressure pumping services down 1%. Revenues from Other Oilfield Services were flat. Compared to prior year's first quarter, U.S./Mexico pressure pumping services revenues declined 22% and International pressure pumping services declined 4%. Revenues from Other Oilfield Services increased 65%, due primarily to the addition of the completion fluids and completion tools service lines acquired with OSCA in May 2002. Operating income margins were 11.5%, relatively unchanged from the preceding quarter. Compared to the prior year's first quarter, operating income margins declined from 20.6% due to market activity declines and price deterioration in U.S./Mexico pressure pumping services. Interest expense, net, increased $2.0 million from prior year's first quarter as a result of the issuance of convertible debt used to finance the OSCA acquisition. Capital spending for the quarter was $34.2 million. Cash at December 31, 2002 was $92.6 million. U.S./Mexico Pressure Pumping Revenues The Company's U.S./Mexico pressure pumping revenues increased 1% sequentially. Active drilling rigs averaged 847 (83% of which were drilling for natural gas) during the quarter, down 1% from an average of 853 rigs in the prior quarter. Compared to the first quarter of the prior fiscal year, revenue declined 22% due to a 16% decline in drilling activity, a 10% decline in workover activity and price deterioration. International Pressure Pumping Revenues The Company's international pressure pumping revenues were down 1% sequentially and 4% year-over-year. Outside of Canada, international revenues were down 2% sequentially and up 2% from prior year's first quarter. In Canada, revenues increased 2% sequentially and decreased 21% year-over-year. Average active drilling rigs in Canada increased 13% sequentially and 2% from prior year's first fiscal quarter. The activity increase was primarily in shallow drilling areas of Southern Canada as warm weather delayed rig movement into the North, an area with historically higher revenue per job. Latin America Pressure Pumping Revenues Despite the labor strike and political uncertainty in Venezuela, Latin America revenues increased 5% sequentially, primarily as a result of activity increases in Ecuador. Compared to the first quarter of last year, Latin America revenues declined 10%, as a result of depressed activity in Argentina caused by economic uncertainties and the strike related activity reduction in Venezuela. Revenue generated in Brazil from the Elkhorn River stimulation vessel acquired with OSCA, the Company's expansion into the coiled tubing market and increased fracturing activity helped to offset the revenue declines in Argentina and Venezuela. Eastern Hemisphere Pressure Pumping Revenues Revenues in the first quarter from Eastern Hemisphere operations declined 4% from the prior quarter, primarily due to activity delays in Russia resulting from extremely cold weather. Compared to the first quarter of the prior year, Eastern Hemisphere revenues increased 7% due to market share gains and increased activity in the Middle East and Asia Pacific regions. Other Oilfield Services Revenue from the Company's non-pressure pumping services lines (completion fluids, completion tools, process and pipeline services, tubular services and production chemicals) were flat sequentially as increases in the completion fluids and completion tools service lines were offset by declines in the process and pipeline and tubular services lines. Compared to the same quarter of the prior year, revenues increased 65% due primarily to the addition of completion fluids and completion tools service lines acquired with OSCA. In addition, revenues from process and pipeline services, tubular services and production chemicals increased 13%, 14%, and 3%, respectively, year-over-year. CEO Stewart Comments Chairman J.W. Stewart commented, "Based on gas market fundamentals, we remain optimistic about increased activity in the U.S. market, although we project that activity will continue at present levels until late Spring. Accordingly, we now believe earnings will be in the $.22 - .25 per share range for our second fiscal quarter and in the $1.05 - 1.15 per share range for our fiscal year ending September 30, 2003." Conference Call The Company has scheduled a conference call to discuss the results of today's earnings announcement. The call will begin at 9:00 a.m. Central Time. To participate in the conference call, please phone 719/457-2604, ten minutes prior to the start time and give the conference code number 413825. If you are unable to participate, the conference call will be available for playback three hours after its conclusion. The playback number is 719/457-0820 and the replay entry code is 413825. Playback will be available for three days. The conference call will also be available via real-time webcast at www.bjservices.com . Playback of the webcast will be available for seven days following the conference call. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended 12/31/02 12/31/01 (In thousands, except per share data) Revenue $ 473,124 $ 510,061 Operating Expenses: Cost of sales and services 375,733 364,363 Research and engineering 9,314 8,814 Marketing 17,129 15,784 General and administrative 16,375 16,016 Total operating expenses $ 418,551 $404,977 Operating income 54,573 105,084 Interest expense (4,001) (1,896) Interest income 519 374 Other expense - net (1,506) (576) Income before income taxes 49,585 102,986 Income taxes 16,115 36,045 Net income $33,470 $66,941 Earnings Per Share: Basic $0.21 $0.42 Diluted $0.21 $0.42 Average Shares Outstanding: Basic 157,574 157,991 Diluted 160,684 160,839 Other Data: U.S./Mexico Pressure Pumping Revenue $ 211,982 $ 273,126 International Pressure Pumping Revenue 178,880 186,928 Other Oilfield Services Revenue 82,262 50,007 Depreciation and amortization 28,462 24,438 Capital expenditures 34,251 53,503 Interest-bearing debt 498,253 83,371 Cash 92,627 44,013 This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act that involve risks and uncertainties, including oil and gas price volatility, variations in demand for our services, operational and other risks, and other factors described from time to time in the Company's publicly available SEC reports, which could cause actual results to differ materially from those indicated in the forward-looking statements. In this press release, the words "expect," "estimate," "project," "believe," "achievable" and similar words are intended to identify forward-looking statements. BJ Services Company is a leading provider of pressure pumping and other oilfield services to the petroleum industry. (NOT INTENDED FOR DISTRIBUTION TO BENEFICIAL OWNERS) SOURCE BJ Services Company EX-99.2 4 dex992.txt NEWS RELEASE DATED JANUARY 22, 2003 Exhibit 99.2 Investor Relations William H. White Appointed to the Board of Directors for BJ Services Company HOUSTON, Jan. 22 /PRNewswire-FirstCall/ -- BJ Services Company (NYSE: BJS; CBOE; PCX) today appointed William H. White to serve as a Director for BJ Services Company. Mr. White was also appointed to serve on the Audit Committee and the Nominating & Governance Committee of the Company. Mr. White is President and CEO of WEDGE Group Incorporated, a Houston-based diversified firm with investments in engineering and construction, oil and gas services, hotel and real estate businesses. From 1993 to 1995 Mr. White served as Deputy Secretary of Energy of the United States and in this capacity served in a variety of roles to improve energy related programs. Presently Mr. White serves on the Executive Committee of the Greater Houston Partnership, numerous independent councils and the board of several civic and charitable organizations, including Baylor College of Medicine, PEW Hispanic Center and the Center for Houston's Future. BJ Services Company is a leading provider of pressure pumping and other oilfield services to the petroleum industry. SOURCE BJ Services Company -----END PRIVACY-ENHANCED MESSAGE-----