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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING
COMMISSION FILE NUMBER
1-8038
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(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and
Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
KEY ENERGY SERVICES, INC.
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Full Name of Registrant
NOT APPLICABLE
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Former Name if Applicable
TWO TOWER CENTER, 20TH FLOOR
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Address of Principal Executive Office (Street and Number)
EAST BRUNSWICK, NEW JERSEY 08816
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City, State and Zip Code
PART II
RULES 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
/X/ (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and [Amended in Release No. 34-26589 (Section 72,435),
effective April 12, 1989, 54 F.R. 10306.]
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets
if Needed)
The Registrant could not complete and file its Annual Report on Form 10-K by
September 28, 1999, the required deadline, without unreasonable effort and
expense because it had not completed reconciling accounts by such date, a
task that was made extremely difficult and time consuming by the fact that
the Registrant converted its financial reporting to a new management
information system during fiscal 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas K. Grundman (732) 247-4822
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
KEY ENERGY SERVICES, INC
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date SEPTEMBER 29, 1999 By /s/ Thomas K. Grundman
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The following press release explains the anticipated changes in the
Registrant's results of operations from its last fiscal year.
KEY ENERGY SERVICES, INC.
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NEWS RELEASE
FOR IMMEDIATE RELEASE: CONTACT: JIM DEAN
WEDNESDAY, SEPTEMBER 22, 1999 (732) 247-4822
KEY ENERGY REPORTS FOURTH QUARTER AND FISCAL YEAR RESULTS; DISCUSSES
CONTINUED IMPROVEMENTS IN MARKET CONDITIONS
EAST BRUNSWICK, N.J., Sept. 22, 1999 - Key Energy Services, Inc. (NYSE: KEG)
today reported results from operations for the three months and fiscal year
ended June 30, 1999. The results for the June 30 quarter were in line with the
company's August 5, 1999 pre-announcement.
Revenues for the three months ended June 30, 1999 were approximately $124.4
million, as compared to $104.9 million for the March 1999 quarter, an increase
of 18.6%. The company's fourth quarter EBITDA, defined as earnings before
interest expense, taxes, depreciation, depletion and amortization (excluding a
reversal of the accrual for corporate restructuring and charges for bad debt
expense) was approximately $15.0 million, as compared to $4.0 million for the
March 1999 quarter, an increase of approximately 275%.
The net loss for the fourth quarter was $0.24 per share, which included: (i) a
pretax charge to bad debt expense of approximately $687,000 and (ii) a reversal
of the accrual for corporate restructuring of $3.9 million due to improved
market conditions. Excluding such special items, the net loss was $0.28 per
share. The company's cash flow, defined as the net loss plus non-cash charges
for depreciation, depletion, and amortization, including amortization of
deferred debt costs, was a positive $0.12 per share for the June 1999 quarter.
Francis D. John, Chairman, President and Chief Executive Officer, stated, "With
a challenging 1999 behind us, we are pleased that market conditions have
substantially improved and all indications are that with stronger and more
stable oil and gas prices, the industry recovery should continue. During the
June quarter, the company experienced considerable improvements in rig and
trucking hours which resulted in a substantial increase in revenues and cash
flow over the depressed levels of the March quarter." Mr. John added, "The
current quarter, through mid-September, continues to show a strong increase in
demand for our drilling rigs, well service rigs and ancillary equipment in all
operating regions and we have also experienced some modest pricing improvements.
We therefore expect a further increase in revenues and cash flows for the
quarter ending September 1999 over the June quarter."
Mr. John concluded, "Capital spending by major and independent producers is
expected to increase through the December quarter and beyond. If oil and gas
prices remain stable at levels in excess of $17 per barrel and $2.25 per Mcf,
respectively, and independent producers can fund expenditures, we believe demand
for our services will continue to increase throughout calendar year 2000."
Key Energy is the world's largest rig-based well servicing firm, owning
approximately 1,400 well service rigs and 1,200 oilfield trucks, as well as 73
drilling rigs. The company provides diversified energy operations including well
servicing, contract drilling and other oilfield services and oil and natural gas
production. The company has operations in all major onshore oil and gas
producing regions of the continental United States and in Argentina and Canada.
Certain comments contained in this news release concerning the business outlook
and anticipated financial results of the company constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and are subject to the safe harbor created by that act. Whenever
possible, the company has identified these "forward-looking statements" by words
such as "expects", "believes", "anticipates" and similar phrases. The
forward-looking statements are based upon management's expectations and beliefs
and, although these statements are based upon reasonable assumptions, there can
be no assurances that the financial results or components will be as estimated.
The company assumes no obligation to update publicly any forward-looking
statements whether as a result of new information, future events or otherwise.
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TWO TOWER CENTER, 20TH FLOOR, EAST BRUNSWICK, NJ 08816
TELEPHONE: (732) 247-4822 FAX: (732) 247-5148
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KEY ENERGY SERVICES, INC.
Financial Data for the Three and Twelve Month
Periods Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Ended Fiscal Year Ended
June 30, June 30,
(Thousands, except per share data) 1999 1998 1999 1998
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<S> <C> <C> <C> <C>
REVENUES:
Oilfield services $112,368 $103,340 $431,642 $374,845
Oil and gas well drilling 9,717 9,505 49,380 35,095
Oil and gas revenues 1,659 1,608 6,461 7,030
Other revenues, net 640 (125) 1,057 3,076
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TOTAL REVENUES 124,384 114,328 488,540 420,046
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COSTS AND EXPENSES:
Oilfield services 88,525 71,977 323,390 259,495
Oil and gas well drilling 8,655 7,186 42,227 26,473
Oil and gas 340 701 2,907 2,983
Depreciation, depletion and amortization 18,870 9,169 62,498 31,001
General and administrative 11,831 7,203 52,585 39,030
Bad debt expense 687 514 6,407 783
Debt issuance costs - - 6,268 -
Interest 18,166 8,367 66,525 21,476
Corporate restructuring charge (3,908) - 4,291 -
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TOTAL COSTS AND EXPENSES 143,166 105,117 567,098 381,241
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Income (loss) before income taxes (18,782) 9,211 (78,558) 38,805
Income tax expense (benefit) (5,421) 3,574 (25,186) 14,630
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NET INCOME (LOSS) ($13,361) $5,637 ($53,372) $24,175
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EARNINGS (LOSS) PER SHARE:
Basic ($0.24) $0.31 ($1.94) $1.41
Diluted ($0.24) $0.29 ($1.94) $1.23
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 55,245 18,261 27,501 17,153
Diluted 55,245 19,733 27,501 24,024
OTHER FINANCIAL DATA:
Earnings before interest expense, taxes, depreciation,
depletion, amortization and restructuring,
bad debt and debt issuance charges (EBITDA) $15,033 $27,261 $67,431 $92,065
EBITDA as a percent of total revenues 12.1% 23.8% 13.8% 21.9%
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