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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________________________________

Form 10-Q

 _____________________________________________ 

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2019

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-08038

  _____________________________________________

KEY ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

  _____________________________________________

Delaware		04-2648081
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1301 McKinney Street, Suite 1800, Houston, Texas		77010
(Address of principal executive offices)		(Zip Code)

(713) 651-4300

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

  ____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ý    No  ¨   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		¨		Accelerated filer		ý
Non-accelerated filer		¨		Smaller reporting company		ý
				Emerging growth company		¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨ No  ý

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No ¨  

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value		KEG		New York Stock Exchange
(Title of each class)		(Trading symbol)		(Name of each exchange on which registered)

As of August 2, 2019, the number of outstanding shares of common stock of the registrant was 20,414,509.

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KEY ENERGY SERVICES, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2019

Part I — Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
Part II — Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature or that relate to future events and conditions are, or may be deemed to be, forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections and management’s beliefs and assumptions concerning future events and financial trends affecting our financial condition and results of operations. In some cases, you can identify these statements by terminology such as “may,” “will,” “should,” “predicts,” “expects,” “believes,” “anticipates,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions and are subject to substantial risks and uncertainties and are not guarantees of performance. Future actions, events and conditions and future results of operations may differ materially from those expressed in these statements. In evaluating those statements, you should carefully consider the information above as well as the risks outlined in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in the other reports we file with the Securities and Exchange Commission.

We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report except as required by law. All of our written and oral forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.

Important factors that may affect our expectations, estimates or projections include, but are not limited to, the following:

•	conditions in the oil and natural gas industry, especially oil and natural gas prices and capital expenditures by oil and natural gas companies;

•	volatility in oil and natural gas prices;

•	our ability to implement price increases or maintain pricing on our core services;

•	risks that we may not be able to reduce, and could even experience increases in, the costs of labor, fuel, equipment and supplies employed in our businesses;

•	industry capacity;

•	asset impairments or other charges;

•	the periodic low demand for our services and resulting operating losses and negative cash flows;

•	our highly competitive industry as well as operating risks, which are primarily self-insured, and the possibility that our insurance may not be adequate to cover all of our losses or liabilities;

•	significant costs and potential liabilities resulting from compliance with applicable laws, including those resulting from environmental, health and safety laws and regulations, specifically those relating to hydraulic fracturing, as well as climate change legislation or initiatives;

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•	our historically high employee turnover rate and our ability to replace or add workers, including executive officers and skilled workers;

•	our ability to incur debt or long-term lease obligations;

•	our ability to implement technological developments and enhancements;

•	severe weather impacts on our business, including from hurricane activity;

•	our ability to successfully identify, make and integrate acquisitions and our ability to finance future growth of our operations or future acquisitions;

•	our ability to achieve the benefits expected from disposition transactions;

•	the loss of one or more of our larger customers;

•	our ability to generate sufficient cash flow to meet debt service obligations;

•	the amount of our debt and the limitations imposed by the covenants in the agreements governing our debt, including our ability to comply with covenants under our debt agreements;

•	an increase in our debt service obligations due to variable rate indebtedness;

•	our inability to achieve our financial, capital expenditure and operational projections, including quarterly and annual projections of revenue, operating income and/or loss margin and our inaccurate assessment of future activity levels, customer demand, and pricing stability which may not materialize (whether for Key as a whole or for geographic regions and/or business segments individually);

•	our ability to respond to changing or declining market conditions;

•	our ability to maintain sufficient liquidity;

•	adverse impact of litigation;

•	our ability to regain compliance with the listing requirements of, and maintain the listing of our common stock on, the New York Stock Exchange; and

•	other factors affecting our business described in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018 and in the other reports we file with the Securities and Exchange Commission.

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PART I — FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

Key Energy Services, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

	June 30, 2019				December 31, 2018
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	29,284			$	50,311
Accounts receivable, net of allowance for doubtful accounts of $802 and $1,056, respectively	71,570				74,253
Inventories	14,791				15,861
Other current assets	20,885				18,073
Total current assets	136,530				158,498
Property and equipment	442,129				439,043
Accumulated depreciation	(188,080		)		(163,333		)
Property and equipment, net	254,049				275,710
Intangible assets, net	376				404
Other non-current assets	12,560				8,562
TOTAL ASSETS	$	403,515			$	443,174
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	14,202			$	13,587
Current portion of long-term debt	2,500				2,500
Other current liabilities	82,151				87,377
Total current liabilities	98,853				103,464
Long-term debt	239,242				241,079
Workers’ compensation, vehicular and health insurance liabilities	27,131				24,775
Other non-current liabilities	32,287				28,336
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value; 10,000,000 authorized and one share issued and outstanding	—				—
Common stock, $0.01 par value; 100,000,000 shares authorized, 20,408,056 and 20,363,198 outstanding	204				204
Additional paid-in capital	267,171				264,945
Retained deficit	(261,373		)		(219,629		)
Total equity	6,002				45,520
TOTAL LIABILITIES AND EQUITY	$	403,515			$	443,174

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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Key Energy Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019				2018				2019				2018
REVENUES	$	112,943			$	144,405			$	222,216			$	269,721
COSTS AND EXPENSES:
Direct operating expenses	90,564				109,747				178,758				207,958
Depreciation and amortization expense	14,262				20,717				28,558				41,073
General and administrative expenses	22,544				22,854				44,639				47,428
Operating loss	(14,427		)		(8,913		)		(29,739		)		(26,738		)
Interest expense, net of amounts capitalized	8,520				8,573				17,753				16,717
Other income, net	(239		)		(752		)		(1,381		)		(1,759		)
Loss before income taxes	(22,708		)		(16,734		)		(46,111		)		(41,696		)
Income tax benefit (expense)	4,405				(161		)		4,367				(162		)
NET LOSS	$	(18,303	)		$	(16,895	)		$	(41,744	)		$	(41,858	)
Loss per share:
Basic and diluted	$	(0.90	)		$	(0.84	)		$	(2.05	)		$	(2.07	)
Weighted average shares outstanding:
Basic and diluted	20,387				20,231				20,375				20,224

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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Key Energy Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended
	June 30,
	2019				2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(41,744	)		$	(41,858	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	28,558				41,073
Bad debt expense	261				427
Accretion of asset retirement obligations	82				80
Amortization of deferred financing costs	241				238
Income on disposal of assets, net	(1,459		)		(5,467		)
Share-based compensation	2,230				2,902
Changes in working capital:
Accounts receivable	2,422				(24,447		)
Other current assets	(1,741		)		5,850
Accounts payable, accrued interest and accrued expenses	(4,647		)		(565		)
Share-based compensation liability awards	34				799
Other assets and liabilities	4,400				5,710
Net cash used in operating activities	(11,363		)		(15,258		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(12,362		)		(17,173		)
Proceeds from sale of assets	4,780				8,875
Net cash used in investing activities	(7,582		)		(8,298		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(1,250		)		(1,250		)
Payment of deferred financing costs	(828		)		—
Repurchases of common stock	(4		)		—
Proceeds from exercise of warrants	—				3
Net cash used in financing activities	(2,082		)		(1,247		)
Net decrease in cash, cash equivalents and restricted cash	(21,027		)		(24,803		)
Cash, cash equivalents, and restricted cash, beginning of period	50,311				77,065
Cash, cash equivalents, and restricted cash, end of period	$	29,284			$	52,262

See the accompanying notes which are an integral part of these condensed consolidated financial statements.

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Key Energy Services, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

NOTE 1. GENERAL

Key Energy Services, Inc., and its wholly owned subsidiaries (collectively, “Key,” the “Company,” “we,” “us,” “its,” and “our”) provide a full range of well services to major oil companies and independent oil and natural gas production companies. Our services include rig-based and coiled tubing-based well maintenance and workover services, well completion and recompletion services, fluid management services, fishing and rental services, and other ancillary oilfield services. Additionally, certain of our rigs are capable of specialty drilling applications. We operate in most major oil and natural gas producing regions of the continental United States. An important component of the Company’s growth strategy is to make acquisitions that will strengthen its core services or presence in selected markets, and the Company also makes strategic divestitures from time to time. The Company expects that the industry in which it operates will experience consolidation, and the Company expects to explore opportunities and engage in discussions regarding these opportunities, which could include mergers, consolidations or acquisitions or further dispositions or other transactions, although there can be no assurance that any such activities will be consummated.

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The condensed December 31, 2018 balance sheet was prepared from audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”). Certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in this Quarterly Report on Form 10-Q. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2018 Form 10-K.

The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented herein. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the results expected for the full year or any other interim period, due to fluctuations in demand for our services, timing of maintenance and other expenditures, and other factors.

We have evaluated events occurring after the balance sheet date included in this Quarterly Report on Form 10-Q and through the date on which the unaudited condensed consolidated financial statements were issued, for possible disclosure of a subsequent event.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

The preparation of these unaudited condensed consolidated financial statements requires us to develop estimates and to make assumptions that affect our financial position, results of operations and cash flows. These estimates may also impact the nature and extent of our disclosure, if any, of our contingent liabilities. Among other things, we use estimates to (i) analyze assets for possible impairment, (ii) determine depreciable lives for our assets, (iii) assess future tax exposure and realization of deferred tax assets, (iv) determine amounts to accrue for contingencies, (v) value tangible and intangible assets, (vi) assess workers’ compensation, vehicular liability, self-insured risk accruals and other insurance reserves, (vii) provide allowances for our uncollectible accounts receivable, (viii) value our asset retirement obligations, and (ix) value our equity-based compensation. We review all significant estimates on a recurring basis and record the effect of any necessary adjustments prior to publication of our financial statements. Adjustments made with respect to the use of estimates relate to improved information not previously available. Because of the limitations inherent in this process, our actual results may differ materially from these estimates. We believe that the estimates used in the preparation of these interim financial statements are reasonable.

There have been no material changes or developments in our evaluation of accounting estimates and underlying assumptions or methodologies that we believe to be a “Critical Accounting Policy or Estimate” as disclosed in our 2018 Form 10-K.

Recent Accounting Developments

ASU 2016-13. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments that will change how companies measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For available-for-sale debt securities, entities will be required to record allowances rather than reduce the carrying amount. The amendments in this update will be effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. Early

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adoption is permitted for annual periods beginning after December 15, 2018. The Company is evaluating the effect of this standard on our consolidated financial statements.

ASU 2016-02. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which replaced the existing lease guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Additional disclosure requirements include qualitative disclosures along with specific quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. As part of our assessment we have created additional internal controls over financial reporting and made changes in business practices and processes related to the ASU. Key has elected the new prospective “Comparatives Under 840” transition method as defined in ASU 2018-11 and adopted the new standard as of January 1, 2019. As part of the adoption, the Company elected several practical expedients which, for contracts that existed at the time of the adoption, allowed the Company to not reassess whether existing contracts are or contained leases, classification of a lease (i.e., operating leases will remain operating leases), initial direct costs and land easement arrangements. As part of the adoption, the Company also made several accounting policy elections which allow the Company to not apply the standard to short term leases as well as to choose not to separate non-lease components from lease components and instead account for all components as a single lease component. The adoption of this standard did not have an impact on our consolidated statement of operations or consolidated statement of cash flows and had an immaterial impact on our consolidated balance sheet. Right of use assets obtained in exchange for operating leases liabilities was $4.1 million at the time of the adoption of the standard.    

NOTE 3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The following table presents our revenues disaggregated by revenue source (in thousands). Sales taxes are excluded from revenues.

		Six Months Ended
		June 30,
		2019				2018
Rig Services		$	132,910			$	150,760
Fishing and Rental Services		29,399				30,324
Coiled Tubing Services		22,420				42,293
Fluid Management Services		37,487				46,344
Total		$	222,216			$	269,721

Disaggregation of Revenue

We have disaggregated our revenues by our reportable segments including Rig Services, Fishing & Rental Services, Coiled Tubing Services and Fluid Management Services.

Rig Services

Our Rig Services include the completion of newly drilled wells, workover and recompletion of existing oil and natural gas wells, well maintenance, and the plugging and abandonment of wells at the end of their useful lives. We also provide specialty drilling services to oil and natural gas producers with certain of our larger rigs that are capable of providing conventional and horizontal drilling services. Our rigs encompass various sizes and capabilities, allowing us to service all types of oil and gas wells.

We recognize revenue within the Rig Services segment by measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred as the services are rendered to the customer. Specifically, we recognize revenue as the services are provided, typically daily, as we have the right to invoice the customer for the services performed. Rig Services are billed monthly, and payment terms are usually 30 days from invoice receipt.

Fishing and Rental Services

We offer a full line of services and rental equipment designed for use in providing drilling and workover services. Fishing services involve recovering lost or stuck equipment in the wellbore utilizing a broad array of “fishing tools.” Our rental tool inventory consists of drill pipe, tubulars, handling tools (including our patented Hydra-Walk® pipe-handling units and services), pressure-control equipment, pumps, power swivels, reversing units, foam air units.

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We recognize revenue within the Fishing and Rental Services segment by measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred as the services are rendered to the customer. Specifically, we recognize revenue as the services are provided, typically daily, as we have the right to invoice the customer for the services performed. Fishing and Rental Services are billed and paid monthly. Payment terms for Fishing and Rental Services are usually 30 days from invoice receipt.

Coiled Tubing Services

Coiled Tubing Services involve the use of a continuous metal pipe spooled onto a large reel, which is then deployed into oil and natural gas wells to perform various applications, such as wellbore clean-outs, nitrogen jet lifts, through-tubing fishing, and formation stimulations utilizing acid and chemical treatments. Coiled tubing is also used for a number of horizontal well applications such as milling temporary isolation plugs that separate frac zones, and various other pre- and post-hydraulic fracturing well preparation services.

We recognize revenue within the Coiled Tubing Services segment by measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred as the services are rendered to the customer. Specifically, we recognize revenue, typically daily, as the services are provided as we have the right to invoice the customer for the services performed. Coiled Tubing Services are billed and paid monthly. Payment terms for Coiled Tubing Services are usually 30 days from invoice receipt.

Fluid Management Services

We provide transportation and well-site storage services for various fluids utilized in connection with drilling, completions, workover and maintenance activities. We also provide disposal services for fluids produced subsequent to well completion. These fluids are removed from the well site and transported for disposal in saltwater disposal wells owned by us or a third party.

We recognize revenue within the Fluid Management Services segment by measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services to the customer. The control over services is transferred as the services are rendered to the customer. Specifically, we recognize revenue as the services are provided, typically daily, as we have the right to invoice the customer for the services performed. Fluid Management Services are billed and paid monthly. Payment terms for Fluid Management Services are usually 30 days from invoice receipt.

Arrangements with Multiple Performance Obligations

While not typical for our business, our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or using expected cost-plus margin. For combined products and services within a contract, we account for individual products and services separately if they are distinct- i.e. if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate products and services within a contract based on the prices at which we separately sell our services. For items that are not sold separately, we estimate the standalone selling prices using the expected cost-plus margin approach.

Contract Balances

Under our revenue contracts, we invoice customers once our performance obligations have been satisfied, at which point payment is unconditional. Accordingly, our revenue contracts do not give rise to contract assets or liabilities under ASC 606.

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within general and administrative expenses.

The majority of our services are short-term in nature, with a contract term of one year or less. For those contracts, we have utilized the practical expedient in ASC 606-10-50-14 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

Additionally, our payment terms are short-term in nature with settlements of one year or less. We have, therefore, utilized the practical expedient in ASC 606-10-32-18 exempting the Company from adjusting the promised amount of consideration for the effects of a significant financing component given that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

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Further, in many of our service contracts we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date (for example, a service contract in which an entity bills a fixed amount for each hour of service provided). For those contracts, we have utilized the practical expedient in ASC 606-10-55-18 exempting the Company from disclosure of the recognition of revenue in the amount that the Company has a right to invoice.

Accordingly, we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

NOTE 4. EQUITY

A reconciliation of the total carrying amount of our equity accounts for the six months ended June 30, 2019 is as follows (in thousands):

	COMMON STOCKHOLDERS
	Common Stock							Additional Paid-in Capital				Retained Deficit				Total
	Number of Shares			Amount at Par
Balance at December 31, 2018	20,363			$	204			$	264,945			$	(219,629	)		$	45,520
Common stock purchases	(1	)		—				(4		)		—				(4		)
Share-based compensation	46			—				2,230				—				2,230
Net loss	—			—				—				(41,744		)		(41,744		)
Balance at June 30, 2019	20,408			$	204			$	267,171			$	(261,373	)		$	6,002

A reconciliation of the total carrying amount of our equity accounts for the six months ended June 30, 2018 is as follows (in thousands):

	COMMON STOCKHOLDERS
	Common Stock							Additional Paid-in Capital				Retained Deficit				Total
	Number of Shares			Amount at Par
Balance at December 31, 2017	20,217			$	202			$	259,314			$	(130,833	)		$	128,683
Exercise of warrants	—			—				3				—				3
Share-based compensation	28			—				2,902				—				2,902
Net loss	—			—				—				(41,858		)		(41,858		)
Balance at June 30, 2018	20,245			$	202			$	262,219			$	(172,691	)		$	89,730

NOTE 5. OTHER BALANCE SHEET INFORMATION

The table below presents comparative detailed information about other current assets at June 30, 2019 and December 31, 2018 (in thousands):

	June 30, 2019				December 31, 2018
Other current assets:
Prepaid current assets	$	6,096			$	11,207
Reinsurance receivable	7,270				6,365
Operating lease right-of-use assets	2,606				—
Other	4,913				501
Total	$	20,885			$	18,073

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The table below presents comparative detailed information about other non-current assets at June 30, 2019 and December 31, 2018 (in thousands):

	June 30, 2019				December 31, 2018
Other non-current assets:
Reinsurance receivable	$	7,600			$	6,743
Deposits	1,117				1,309
Operating lease right-of-use assets	3,456				—
Other	387				510
Total	$	12,560			$	8,562

The table below presents comparative detailed information about other current liabilities at June 30, 2019 and December 31, 2018 (in thousands):

	June 30, 2019				December 31, 2018
Other current liabilities:
Accrued payroll, taxes and employee benefits	$	20,206			$	19,346
Accrued operating expenditures	14,041				15,861
Income, sales, use and other taxes	4,781				8,911
Self-insurance reserve	26,991				25,358
Accrued interest	6,769				7,105
Accrued insurance premiums	1,730				5,651
Unsettled legal claims	2,645				4,356
Accrued severance	—				83
Operating leases	2,359				—
Other	2,629				706
Total	$	82,151			$	87,377

The table below presents comparative detailed information about other non-current liabilities at June 30, 2019 and December 31, 2018 (in thousands):

	June 30, 2019				December 31, 2018
Other non-current liabilities:
Asset retirement obligations	$	9,099			$	9,018
Environmental liabilities	2,301				2,227
Accrued sales, use and other taxes	17,005				17,024
Operating leases	3,803				—
Other	79				67
Total	$	32,287			$	28,336

NOTE 6. INTANGIBLE ASSETS

The components of our other intangible assets as of June 30, 2019 and December 31, 2018 are as follows (in thousands):

	June 30, 2019				December 31, 2018
Trademark:
Gross carrying value	$	520			$	520
Accumulated amortization	(144		)		(116		)
Net carrying value	$	376			$	404

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The weighted average remaining amortization periods and expected amortization expense for the next five years for our definite lived intangible assets are as follows:

	Weighted average remaining amortization period (years)		Expected amortization expense (in thousands)
			Remainder of 2019				2020				2021				2022				2023
Trademarks	6.5		$	29			$	58			$	58			$	58			$	58

Amortization expense for our intangible assets was less than $0.1 million for the three and six months ended June 30, 2019 and 2018.

NOTE 7. DEBT

As of June 30, 2019 and December 31, 2018, the components of our debt were as follows (in thousands):

	June 30, 2019				December 31, 2018
Term Loan Facility due 2021	$	243,750			$	245,000
Unamortized debt issuance costs	(2,008		)		(1,421		)
Total	241,742				243,579
Less current portion	(2,500		)		(2,500		)
Long-term debt	$	239,242			$	241,079

ABL Facility

The Company and Key Energy Services, LLC, are borrowers (the “ABL Borrowers”) under an ABL Facility with the financial institutions party thereto from time to time as lenders (the “ABL Lenders”), Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”) and Bank of America, N.A., as sole collateral agent for the lenders. The ABL Facility provides for aggregate commitments from the ABL Lenders of $100 million, and matures on the earlier of (a) April 5, 2024 and (b) 6 months prior to the maturity date of the Term Loan Facility (as defined below) and other material debts, if any, as identified under the ABL Facility.

On April 5, 2019, the ABL Borrowers, as borrowers, the financial institutions party thereto as lenders and Bank of America, N.A. (the “ABL Agent”), as administrative agent for the lenders, entered into Amendment No. 1 (“Amendment No. 1”) to the ABL Facility, among the ABL Borrowers, the financial institutions party thereto from time to time as lenders, the ABL Agent and the co-collateral agents for the lenders, Bank of America, N.A. and Wells Fargo Bank, National Association. The amendment makes changes to, among other things, lower (i) the applicable margin for borrowings to (x) from between 2.50% and 4.50% to between 2.00% and 2.50% for LIBOR borrowings and (y) from 1.50% and 3.50% to between 1.00% and 1.50% for base rate borrowings, in each case depending on the ABL Borrowers’ fixed charge coverage ratio at such time, (ii) appoint the Bank of America, N.A. as sole collateral agent under the ABL Facility, (iii) extend the maturity of the credit facility from June 15, 2021 to the earlier of (x) April 5, 2024 and (y) 6 months prior to the maturity date of the ABL Borrowers’ term loan credit agreement and other material debts, as identified under the ABL Facility, (iv) increase the maximum amount of revolving loan commitment increases from $30 million to $50 million and (v) revise certain triggers applicable to the covenants under the ABL Facility.

The ABL Facility provides the ABL Borrowers with the ability to borrow up to an aggregate principal amount equal to the lesser of (i) the aggregate revolving commitments then in effect and (ii) the sum of (a) 85% of the value of eligible accounts receivable plus (b) 80% of the value of eligible unbilled accounts receivable, subject to a limit equal to the greater of (x) $35 million and (y) 25% of the commitments. The amount that may be borrowed under the ABL Facility is subject to increase or reduction based on certain segregated cash or reserves provided for by the ABL Facility. In addition, the percentages of accounts receivable and unbilled accounts receivable included in the calculation described above is subject to reduction to the extent of certain bad debt write-downs and other dilutive items provided in the ABL Facility.

Borrowings under the ABL Facility will bear interest, at the ABL Borrowers’ option, at a per annum rate equal to (i) LIBOR for 30, 60, 90, 180, or, with the consent of the ABL Lenders, 360 days, plus an applicable margin that varies from 2.0% to 2.5% depending on the Borrowers’ fixed charge coverage ratio at such time or (ii) a base rate equal to the sum of (a) the greatest of (x) the prime rate, (y) the federal funds rate, plus 0.50% or (z) 30-day LIBOR, plus 1.0% plus (b) an applicable margin that varies from 1.0% to 1.5% depending on the Borrowers’ fixed charge coverage ratio at such time. In addition, the ABL Facility provides for unused line fees of 1.00% to 1.25% per year, depending on utilization, letter of credit fees and certain other factors.

The ABL Facility may in the future be guaranteed by certain of the Company’s existing and future subsidiaries (the “ABL Guarantors,” and together with the ABL Borrowers, the “ABL Loan Parties”). To secure their obligations under the ABL Facility,

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each of the ABL Loan Parties has granted or will grant, as applicable, to the Administrative Agent a first-priority security interest for the benefit of the ABL Lenders in its present and future accounts receivable, inventory and related assets and proceeds of the foregoing (the “ABL Priority Collateral”). In addition, the obligations of the ABL Loan Parties under the ABL Facility are secured by second-priority liens on the Term Priority Collateral (as described below under “Term Loan Facility”).

The revolving loans under the ABL Facility may be voluntarily prepaid, in whole or in part, without premium or penalty, subject to breakage or similar costs.

The ABL Facility contains certain affirmative and negative covenants, including covenants that restrict the ability of the ABL Loan Parties to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, the making of investments, entering into transactions with affiliates, the payment of dividends and the sale of assets. The ABL Facility also contains a requirement that the ABL Borrowers comply, during certain periods, with a fixed charge coverage ratio of 1.00 to 1.00.

As of June 30, 2019, we have no borrowings outstanding and $34.6 million of letters of credit outstanding with borrowing capacity of $21.1 million available subject to covenant constraints under our ABL Facility.

Term Loan Facility

On December 15, 2016, the Company entered into the Term Loan Facility among the Company, as borrower, certain subsidiaries of the Company named as guarantors therein, the financial institutions party thereto from time to time as Lenders (collectively, the “Term Loan Lenders”) and Cortland Capital Market Services LLC and Cortland Products Corp., as agent for the Lenders. The Term Loan Facility had an initial outstanding principal amount of $250 million.

The Term Loan Facility will mature on December 15, 2021, although such maturity date may, at the Company’s request, be extended by one or more of the Term Loan Lenders pursuant to the terms of the Term Loan Facility. Borrowings under the Term Loan Facility will bear interest, at the Company’s option, at a per annum rate equal to (i) LIBOR for one, two, three, six, or, with the consent of the Term Loan Lenders, 12 months, plus 10.25% or (ii) a base rate equal to the sum of (a) the greatest of (x) the prime rate, (y) the Federal Funds rate, plus 0.50% and (z) 30-day LIBOR, plus 1.0% plus (b) 9.25%.

The Term Loan Facility is guaranteed by certain of the Company’s existing and future subsidiaries (the “Term Loan Guarantors,” and together with the Company, the “Term Loan Parties”). To secure their obligations under the Term Loan Facility, each of the Term Loan Parties has granted or will grant, as applicable, to the agent a first-priority security interest for the benefit of the Term Loan Lenders in substantially all of each Term Loan Party’s assets other than certain excluded assets and the ABL Priority Collateral (the “Term Priority Collateral”). In addition, the obligations of the Term Loan Parties under the Term Loan Facility are secured by second-priority liens on the ABL Priority Collateral (as described above under “ABL Facility”).

The loans under the Term Loan Facility may be prepaid at the Company’s option, subject to the payment of a prepayment premium in certain circumstances as provided in the Term Loan Facility. A prepayment prior to the first anniversary of the loan would have been required to have been made with a make-whole amount with the calculation of the make-whole amount as specified in the Term Loan Facility. If a prepayment is made after the first anniversary of the loan but prior to the second anniversary, such prepayment must be made at 106% of the principle amount, if a prepayment is made after the second anniversary but prior to the third anniversary, such prepayment must be made at 103% of the principle amount. After the third anniversary, if a prepayment is made, no prepayment premium is due. The Company is required to make principal payments in the amount of $625,000 per quarter. In addition, pursuant to the Term Loan Facility, the Company must prepay or offer to prepay, as applicable, term loans with the net cash proceeds of certain debt incurrences and asset sales, excess cash flow, and upon certain change of control transactions, subject in each case to certain exceptions.

The Term Loan Facility contains certain affirmative and negative covenants, including covenants that restrict the ability of the Term Loan Parties to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, the making of investments, entering into transactions with affiliates, the payment of dividends and the sale of assets. The Term Loan Facility also contains financial covenants requiring that the Company maintain an asset coverage ratio of at least 1.35 to 1.0 and that Liquidity (as defined in the Term Loan Facility) must not be less than $37.5 million (of which at least $20.0 million must be in cash or cash equivalents held in deposit accounts) as of the last day of any fiscal quarter, subject to certain exceptions and cure rights.

The weighted average interest rates on the outstanding borrowings under the Term Loan Facility for the three and six month periods ended June 30, 2019 were as follows:

	Three Months Ended			Six Months Ended
	June 30, 2019			June 30, 2019
Term Loan Facility	12.89	%		12.93	%

Debt Compliance

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At June 30, 2019, we were in compliance with all the financial covenants under our ABL Facility and the Term Loan Facility. Based on management’s current projections, we expect to be in compliance with all the covenants under our ABL Facility and Term Loan Facility for the next twelve months. A breach of any of these covenants, ratios or tests could result in a default under our indebtedness.

NOTE 8. OTHER INCOME

The table below presents comparative detailed information about our other income and expense, shown on the condensed consolidated statements of operations as “other income, net” for the periods indicated (in thousands):

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019				2018				2019				2018
Interest income	$	(195	)		$	(194	)		$	(517	)		$	(378	)
Other	(44		)		(558		)		(864		)		(1,381		)
Total	$	(239	)		$	(752	)		$	(1,381	)		$	(1,759	)

NOTE 9. INCOME TAXES

The U.S. Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017. The 2017 Tax Act is comprehensive tax reform legislation that contains significant changes to corporate taxation. Provisions on the enacted law include a permanent reduction of the corporate income tax rate from 35% to 21%, imposing a mandatory one-time tax on un-repatriated accumulated earnings of foreign subsidiaries, a partial limitation on the deductibility of business interest expense, a limitation on net operating losses to 80% of taxable income each year, a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a partial territorial system (along with rules that create a new U.S. minimum tax on earnings of foreign subsidiaries), and other related provisions to maintain the U.S. tax base.

We recognized the income tax effects of the 2017 Tax Act in accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) during 2017. SAB 118 provided SEC staff guidance for the application of ASC Topic 740, Income Taxes, and allowed for a measurement period of up to one year after the enactment date to finalize the recording of the related tax impacts. As such, our 2017 financial results reflected the provisional income tax effects of the 2017 Tax Act for which the accounting under ASC Topic 740 was incomplete but a reasonable estimate could be determined. We did not identify any items for which the income tax effects of the 2017 Tax Act could not be reasonably estimated as of December 31, 2017. Additional clarifying guidance and law corrections were issued by the U.S. government during 2018 related to the 2017 Tax Act, which provided further insight into properly accounting for the impacts of U.S. tax reform. During 2018, we finalized our accounting for this matter and concluded that no adjustments were required from our provisionally recorded amounts from 2017. We no longer have any provisionally recorded items related to the enactment of the 2017 Tax Act as of December 31, 2018. In addition, there were no material 2017 Tax Act changes or clarifications that affected our accounting for the six-month period ended June 30, 2019.

We are subject to U.S. federal income tax as well as income taxes in multiple state and foreign jurisdictions. Our effective tax rates for the three months ended June 30, 2019 and 2018 were 19.4% and (1.0)%, respectively, and 9.5% and (0.4)% for the six months ended June 30, 2019 and 2018, respectively. The variance between our effective rate and the U.S. statutory rate is due to the impact of permanent differences, and other tax adjustments, such as valuation allowances against deferred tax assets, and tax expense or benefit recognized for uncertain tax positions.    

We continued recording income taxes using a year-to-date effective tax rate method for the three and six months ended June 30, 2019 and 2018. The use of this method was based on our expectations that a small change in our estimated ordinary income could result in a large change in the estimated annual effective tax rate. We will re-evaluate our use of this method each quarter until such time as a return to the annualized effective tax rate method is deemed appropriate.

The Company assesses the realizability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. Due to the history of losses in recent years and the continued challenges affecting the oil and gas industry, management continues to believe it is more likely than not that we will not be able to realize our net deferred tax assets. No release of our deferred tax asset valuation allowance was made during the six months ended June 30, 2019.

As of June 30, 2019, we had no unrecognized tax benefits, net of federal tax benefit. All remaining unrecognized tax positions were recognized as of December 31, 2018 as a result of the statute of limitations lapse, and there are no unrecognized tax positions as of June 30, 2019.

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NOTE 10. COMMITMENTS AND CONTINGENCIES

Litigation

Various suits and claims arising in the ordinary course of business are pending against us. We conduct business throughout the continental United States and may be subject to jury verdicts or arbitrations that result in outcomes in favor of the plaintiffs. We are also exposed to various claims abroad. We continually assess our contingent liabilities, including potential litigation liabilities, as well as the adequacy of our accruals and our need for the disclosure of these items, if any. We establish a provision for a contingent liability when it is probable that a liability has been incurred and the amount is reasonably estimable. We have $2.6 million of other liabilities related to litigation that is deemed probable and reasonably estimable as of June 30, 2019. We do not believe that the disposition of any of these matters will result in an additional loss materially in excess of amounts that have been recorded.

Self-Insurance Reserves

We maintain reserves for workers’ compensation and vehicle liability on our balance sheet based on our judgment and estimates using an actuarial method based on claims incurred. We estimate general liability claims on a case-by-case basis. We maintain insurance policies for workers’ compensation, vehicle liability and general liability claims. These insurance policies carry self-insured retention limits or deductibles on a per occurrence basis. The retention limits or deductibles are accounted for in our accrual process for all workers’ compensation, vehicular liability and general liability claims. The deductibles have a $5 million maximum per vehicular liability claim, and a $2 million maximum per general liability claim and a $1 million maximum per workers’ compensation claim. As of June 30, 2019 and December 31, 2018, we have recorded $54.1 million and $50.1 million, respectively, of self-insurance reserves related to workers’ compensation, vehicular liabilities and general liability claims. Partially offsetting these liabilities, we had $14.9 million and $13.1 million of insurance receivables as of June 30, 2019 and December 31, 2018, respectively. We believe that the liabilities we have recorded are appropriate based on the known facts and circumstances and do not expect further losses materially in excess of the amounts already accrued for existing claims.

Environmental Remediation Liabilities

For environmental reserve matters, including remediation efforts for current locations and those relating to previously disposed properties, we record liabilities when our remediation efforts are probable and the costs to conduct such remediation efforts can be reasonably estimated. As of each of June 30, 2019 and December 31, 2018, we have recorded $2.3 million and $2.2 million, respectively, for our environmental remediation liabilities. We believe that the liabilities we have recorded are appropriate based on the known facts and circumstances and do not expect further losses materially in excess of the amounts already accrued.

NOTE 11. LOSS PER SHARE

Basic loss per share is determined by dividing net loss attributable to Key by the weighted average number of common shares actually outstanding during the period. Diluted loss per common share is based on the increased number of shares that would be outstanding assuming conversion of potentially dilutive outstanding securities using the treasury stock and “as if converted” methods.

The components of our loss per share are as follows (in thousands, except per share amounts):

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019				2018				2019				2018
Basic and Diluted EPS Calculation:
Numerator
Net loss	$	(18,303	)		$	(16,895	)		$	(41,744	)		$	(41,858	)
Denominator
Weighted average shares outstanding	20,387				20,231				20,375				20,224
Basic and diluted loss per share	$	(0.90	)		$	(0.84	)		$	(2.05	)		$	(2.07	)

Restricted stock units (“RSUs”), stock options, and warrants are included in the computation of diluted earnings per share using the treasury stock method. Restricted stock awards are legally considered issued and outstanding when granted and are included in basic weighted average shares outstanding.

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The company has issued potentially dilutive instruments such as RSUs, stock options, and warrants. However, the company did not include these instruments in its calculation of diluted loss per share during the periods presented, because to include them would be anti-dilutive. The following table shows potentially dilutive instruments (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
RSUs	1,980			1,115			2,071			1,121
Stock options	71			163			74			163
Warrants	1,838			1,838			1,838			1,838
Total	3,889			3,116			3,983			3,122

No events occurred after June 30, 2019 that would materially affect the number of weighted average shares outstanding.

NOTE 12. SHARE-BASED COMPENSATION

Common Stock Awards

We recognized employee share-based compensation expense of $1.4 million and $0.3 million during the three months ended June 30, 2019 and 2018, respectively. We recognized employee share-based compensation expense of $2.1 million and $2.4 million during the six months ended June 30, 2019 and 2018, respectively. Our employee share-based awards, including common stock awards, stock option awards and phantom shares, vest in equal installments over a three-year period or which vest in a 40%-60% split respectively over a two-year period. Additionally, we recognized share-based compensation expense related to our outside directors of $0.1 million and $0.2 million during the three months ended June 30, 2019 and 2018, respectively. We recognized share-based compensation expense related to our outside directors of $0.2 million and $0.5 million during the six months ended June 30, 2019 and 2018, respectively. The unrecognized compensation cost related to our unvested share-based awards as of June 30, 2019 is estimated to be $5.4 million and is expected to be recognized over a weighted-average period of 1.3 years.

Stock Option Awards

As of June 30, 2019, all outstanding stock options are vested and there are no unrecognized costs related to our stock options.

Phantom Share Plan

We recognized compensation expense related to our phantom shares of negative $0.1 million and $0.5 million during the three months ended June 30, 2019 and 2018, respectively. We recognized compensation expense related to our phantom shares of less than $0.1 million and $0.8 million during the six months ended June 30, 2019 and 2018, respectively. The unrecognized compensation cost related to our unvested phantom shares as of June 30, 2019 is estimated to be $0.1 million and is expected to be recognized over a weighted-average period of 1.0 years.

NOTE 13. TRANSACTIONS WITH RELATED PARTIES

The Company has purchased or sold equipment or services from a few affiliates of certain directors. Additionally, the Company has a corporate advisory services agreement between with Platinum Equity Advisors, LLC (“Platinum”) pursuant to which Platinum provides certain business advisory services to the Company. The dollar amounts related to these related party activities are not material to the Company’s condensed consolidated financial statements.

NOTE 14. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities. These carrying amounts approximate fair value because of the short maturity of the instruments or because the carrying value is equal to the fair value of those instruments on the balance sheet date.

Term Loan Facility due 2021. Because the variable interest rates of these loans approximate current market rates, the fair values of the loans borrowed under this facility approximate their carrying values.

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NOTE 15. LEASES

We have operating leases for certain corporate offices and operating locations. We determine if a contract is a lease or contains an embedded lease at the inception of the contract. Operating lease right-of-use (“ROU”) assets are included in other current and other non-current assets, operating lease liabilities are included in other current and other non-current liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our risk adjusted incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease. Our leases have remaining lease terms of less than one year to five years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. Lease expense for lease payments is recognized on a straight-line basis over the non-cancelable term of the lease.

We recognized $0.7 million and $1.4 million of costs related to our operating leases during the three and six months ended June 30, 2019, respectively. As of June 30, 2019, our leases have a weighted average remaining lease term of 2.9 years and a weighted average discount rate of 7.3%.

The maturities of our operating lease liabilities as of June 30, 2019 are as follows (in thousands):

	June 30, 2019
Remainder of 2019	$	1,338
2020	2,676
2021	1,508
2022	493
2023	493
Thereafter	188
Total lease payments	6,696
Less imputed interest	(534		)
Total	$	6,162

NOTE 16. SEGMENT INFORMATION

Our reportable business segments are Rig Services, Fishing and Rental Services, Coiled Tubing Services and Fluid Management Services. We also have a “Functional Support” segment associated with overhead and other costs in support of our reportable segments. We evaluate the performance of our segments based on gross margin measures. All inter-segment sales pricing is based on current market conditions.

Rig Services

Our Rig Services include the completion of newly drilled wells, workover and recompletion of existing oil and natural gas wells, well maintenance, and the plugging and abandonment of wells at the end of their useful lives. We also provide specialty drilling services to oil and natural gas producers with certain of our larger rigs that are capable of providing conventional and horizontal drilling services. Our rigs encompass various sizes and capabilities, allowing us to service all types of wells. Many of our rigs are outfitted with our proprietary KeyView® technology, which captures and reports well site operating data and provides safety control systems. We believe that this technology allows our customers and our crews to better monitor well site operations, improves efficiency and safety, and adds value to the services that we offer.

The completion and recompletion services provided by our rigs prepare wells for production, whether newly drilled, or recently extended through a workover operation. The completion process may involve selectively perforating the well casing to access production zones, stimulating and testing these zones, and installing tubular and downhole equipment. We typically provide a well service rig and may also provide other equipment to assist in the completion process. Completion services vary by well and our work may take a few days to several weeks to perform, depending on the nature of the completion.

The workover services that we provide are designed to enhance the production of existing wells and generally are more complex and time consuming than normal maintenance services. Workover services can include deepening or extending wellbores into new formations by drilling horizontal or lateral wellbores, sealing off depleted production zones and accessing previously bypassed production zones, converting former production wells into injection wells for enhanced recovery operations and conducting

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major subsurface repairs due to equipment failures. Workover services may last from a few days to several weeks, depending on the complexity of the workover.

Maintenance services provided with our rig fleet are generally required throughout the life cycle of an oil or natural gas well. Examples of these maintenance services include routine mechanical repairs to the pumps, tubing and other equipment, removing debris and formation material from wellbores, and pulling rods and other downhole equipment from wellbores to identify and resolve production problems. Maintenance services are generally less complicated than completion and workover related services and require less time to perform.

Our rig fleet is also used in the process of permanently shutting-in oil or natural gas wells that are at the end of their productive lives. These plugging and abandonment services generally require auxiliary equipment in addition to a well servicing rig. The demand for plugging and abandonment services is not significantly impacted by the demand for oil and natural gas because well operators are required by state regulations to plug wells that are no longer productive.

Fishing and Rental Services

We offer a full line of fishing services and rental equipment designed for use in providing drilling and workover services. Fishing services involve recovering lost or stuck equipment in the wellbore utilizing a broad array of “fishing tools.” Our rental tool inventory consists of drill pipe, tubulars, handling tools (including our patented Hydra-Walk^® pipe-handling units and services), pressure-control equipment, pumps, power swivels, reversing units and foam air units. We sold our well testing assets and our frac stack equipment used to support hydraulic fracturing operations and the associated flowback of frac fluids in the second quarter of 2017.

Demand for our fishing and rental services is closely related to capital spending by oil and natural gas producers, which is generally a function of oil and natural gas prices.

Coiled Tubing Services

Coiled Tubing Services involve the use of a continuous metal pipe spooled onto a large reel which is then deployed into oil and natural gas wells to perform various applications, such as wellbore clean-outs, nitrogen jet lifts, through-tubing fishing, and formation stimulations utilizing acid and chemical treatments. Coiled tubing is also used for a number of horizontal well applications such as milling temporary isolation plugs that separate frac zones, and various other pre- and post-hydraulic fracturing well preparation services.

Fluid Management Services

We provide transportation and well-site storage services for various fluids utilized in connection with drilling, completions, workover and maintenance activities. We also provide disposal services for fluids produced subsequent to well completion. These fluids are removed from the well site and transported for disposal in saltwater disposal wells owned by us or a third party. In addition, we operate a fleet of hot oilers capable of pumping heated fluids used to clear soluble restrictions in a wellbore. Demand and pricing for these services generally correspond to demand for our well service rigs.

Functional Support

Our Functional Support segment includes unallocated overhead costs associated with administrative support for our reporting segments.

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Financial Summary

The following tables set forth our unaudited segment information as of and for the three and six months ended June 30, 2019 and 2018 (in thousands):

As of and for the three months ended June 30, 2019
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Reconciling Eliminations				Total
Revenues from external customers	$	67,884			$	14,812			$	11,747			$	18,500			$	—			$	—			$	112,943
Intersegment revenues	166				287				—				32				—				(485		)		—
Depreciation and amortization	6,141				4,204				1,270				2,182				465				—				14,262
Other operating expenses	55,861				12,430				11,926				16,119				16,772				—				113,108
Operating income (loss)	5,882				(1,822		)		(1,449		)		199				(17,237		)		—				(14,427		)
Interest expense, net of amounts capitalized	26				6				14				10				8,464				—				8,520
Income (loss) before income taxes	5,867				(1,823		)		(1,461		)		185				(25,476		)		—				(22,708		)
Long-lived assets(1)	128,945				45,616				17,340				51,175				23,909				—				266,985
Total assets	178,747				59,541				27,949				63,880				58,610				14,788				403,515
Capital expenditures	983				—				1,151				1,898				3,290				—				7,322

As of and for the three months ended June 30, 2018
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Reconciling Eliminations				Total
Revenues from external customers	$	80,456			$	16,489			$	23,870			$	23,590			$	—			$	—			$	144,405
Intersegment revenues	191				556				10				346				—				(1,103		)		—
Depreciation and amortization	7,870				5,891				1,312				5,140				504				—				20,717
Other operating expenses	64,532				12,739				19,405				20,056				15,869				—				132,601
Operating income (loss)	8,054				(2,141		)		3,153				(1,606		)		(16,373		)		—				(8,913		)
Interest expense, net of amounts capitalized	—				—				—				—				8,573				—				8,573
Income (loss) before income taxes	8,090				(2,135		)		3,156				(1,577		)		(24,268		)		—				(16,734		)
Long-lived assets(1)	150,617				53,170				19,114				65,935				86,921				(66,425		)		309,332
Total assets	212,059				68,716				37,649				82,620				146,398				(57,939		)		489,503
Capital expenditures	4,282				414				841				653				1,539				—				7,729

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As of and for the six months ended June 30, 2019
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Reconciling Eliminations				Total
Revenues from external customers	$	132,910			$	29,399			$	22,420			$	37,487			$	—			$	—			$	222,216
Intersegment revenues	254				1,195				—				75				—				(1,524		)		—
Depreciation and amortization	12,130				8,354				2,526				4,623				925				—				28,558
Other operating expenses	110,442				23,990				23,481				32,556				32,928				—				223,397
Operating income (loss)	10,338				(2,945		)		(3,587		)		308				(33,853		)		—				(29,739		)
Interest expense, net of amounts capitalized	36				13				30				21				17,653				—				17,753
Income (loss) before income taxes	10,336				(2,947		)		(3,614		)		291				(50,177		)		—				(46,111		)
Long-lived assets(1)	128,945				45,616				17,340				51,175				23,909				—				266,985
Total assets	178,747				59,541				27,949				63,880				58,610				14,788				403,515
Capital expenditures	2,813				2,073				1,917				2,055				3,504				—				12,362

As of and for the six months ended June 30, 2018
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Reconciling Eliminations				Total
Revenues from external customers	$	150,760			$	30,324			$	42,293			$	46,344			$	—			$	—			$	269,721
Intersegment revenues	256				1,071				19				697				—				(2,043		)		—
Depreciation and amortization	15,657				11,645				2,484				10,319				968				—				41,073
Other operating expenses	124,099				24,772				32,724				40,695				33,096				—				255,386
Operating income (loss)	11,004				(6,093		)		7,085				(4,670		)		(34,064		)		—				(26,738		)
Interest expense, net of amounts capitalized	—				—				—				—				16,717				—				16,717
Income (loss) before income taxes	11,096				(6,080		)		7,088				(4,605		)		(49,195		)		—				(41,696		)
Long-lived assets(1)	150,617				53,170				19,114				65,935				86,921				(66,425		)		309,332
Total assets	212,059				68,716				37,649				82,620				146,398				(57,939		)		489,503
Capital expenditures	7,748				780				3,898				2,136				2,611				—				17,173

(1)	Long-lived assets include fixed assets, intangibles and other non-current assets.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW    

Key Energy Services, Inc., and its wholly owned subsidiaries provide a full range of well services to major oil companies and independent oil and natural gas production companies. Our services include rig-based and coiled tubing-based well maintenance and workover services, well completion and recompletion services, fluid management services, fishing and rental services, and other ancillary oilfield services. Additionally, certain of our rigs are capable of specialty drilling applications. We operate in most major oil and natural gas producing regions of the continental United States. An important component of the Company’s growth strategy is to make acquisitions that will strengthen its core services or presence in selected markets, and the Company also makes strategic divestitures from time to time. The Company expects that the industry in which it operates will experience consolidation, and the Company expects to explore opportunities and engage in discussions regarding these opportunities, which could include mergers, consolidations or acquisitions or further dispositions or other transactions, although there can be no assurance that any such activities will be consummated.

The following discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes as of and for the three and six months ended June 30, 2019 and 2018, included

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elsewhere herein, and the audited consolidated financial statements and notes thereto included in our 2018 Form 10-K and Part I, Item 1A. Risk Factors of our 2018 Form 10-K.

We provide information regarding four business segments: Rig Services, Fishing and Rental Services, Coiled Tubing Services and Fluid Management Services. We also have a “Functional Support” segment associated with overhead and other costs in support of our reportable segments. See “Note 16. Segment Information” in “Item 1. Financial Statements” of Part I of this report for a summary of our business segments.

PERFORMANCE MEASURES

The Baker Hughes U.S. rig count data, which is publicly available on a weekly basis, is often used as an indicator of overall Exploration and Production (“E&P”) company spending and broader oilfield activity. In assessing overall activity in the U.S. onshore oilfield service industry in which we operate, we believe that the Baker Hughes U.S. land drilling rig count is the best available barometer of E&P companies’ capital spending and resulting activity levels. Historically, our activity levels have been highly correlated with U.S. onshore capital spending by our E&P company customers as a group.

		WTI Cushing Oil(1)				NYMEX Henry Hub Natural Gas(1)				Average Baker Hughes U.S. Land Drilling Rigs(2)			Average AESC Well Service Active Rig Count(3)
2019:
First Quarter		$	54.82			$	2.92			1,023			1,295
Second Quarter		$	59.88			$	2.57			967			1,311
2018:
First Quarter		$	62.91			$	3.08			951			1,220
Second Quarter		$	68.07			$	2.85			1,021			1,297
Third Quarter		$	69.69			$	2.93			1,032			1,337
Fourth Quarter		$	59.97			$	3.77			1,050			1,316

(1)	Represents the average of the monthly average prices for each of the periods presented. Source: EIA and Bloomberg

(2)	Source: www.bakerhughes.com

(3)	Source: www.aesc.net

Internally, we measure activity levels for our well servicing operations primarily through our rig and trucking hours. Generally, as capital spending by E&P companies increases, demand for our services also rises, resulting in increased rig and trucking services and more hours worked. Conversely, when activity levels decline due to lower spending by E&P companies, we generally provide fewer rig and trucking services, which results in fewer hours worked.

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Rig activity occurs primarily on weekdays during daylight hours. Accordingly, we track rig activity on a “per working day” basis. Key’s working days per quarter, which exclude national holidays, are indicated in the table below. Our trucking activity tends to occur on a 24/7 basis. Accordingly, we track our trucking activity on a “per calendar day” basis. The following table presents our quarterly rig and trucking hours from 2018 through the second quarter of 2019:

		Rig Hours			Trucking Hours			Key’s  Working Days(1)
2019:
First Quarter		151,309			150,740			63
Second Quarter		154,017			144,996			63
Total 2019		305,326			295,736			126
2018:
First Quarter		175,232			214,194			63
Second Quarter		187,578			201,427			64
Third Quarter		180,943			184,310			63
Fourth Quarter		156,456			179,405			62
Total 2018		700,209			779,336			252

(1)	Key’s working days are the number of weekdays during the quarter minus national holidays.

MARKET AND BUSINESS CONDITIONS AND OUTLOOK    

Our core businesses depend on our customers’ willingness to make expenditures to produce, develop and explore for oil and natural gas in onshore U.S. basins. Industry conditions are influenced by numerous factors, such as oil and natural gas prices, the supply of and demand for oil and natural gas, domestic and worldwide economic conditions, political instability in oil producing countries, and available supply of and demand for the services we provide. Higher oil prices have historically spurred additional demand for our services as oil and gas producers increase spending on production, maintenance and drilling and completion of new wells.

Over the first nine months of 2018, strengthening oil prices led to improvement in demand for our services, particularly services associated with the completion of oil and natural gas wells, and we were able to increase prices for most of our service offerings. We did not, however, experience as substantial a change in demand for our services related to the maintenance of existing oil and gas wells, particularly conventional wells. During the fourth quarter of 2018, oil prices fell, we believe reducing demand for all of our services during a period when we also typically experience lower demand due to holidays and fewer daylight hours.

Over the first quarter of 2019, oil prices began to recover from the lows experienced in late 2018. However, we experienced a decline in revenues compared to the prior quarter and the corresponding period in 2018 due to seasonal effects including weather and lower demand for completion-driven services.

During the second quarter of 2019, we experienced a slight increase in activity due to seasonality and improved oil prices. However, many of our clients did not react as favorably as expected to improved oil prices with higher spending or increases in planned expenditures that would have increased demand for our services further.

We expect that due to improved commodity prices, demand for our services will increase over the remainder of 2019. Additionally, we believe that over the next several years the continued aging of horizontal wells will increase demand for well maintenance services as customers seek to maintain or increase production through accretive regular well maintenance at economically supportive oil prices. With increased demand for oilfield services broadly, and specifically in the services we offer, we expect the demand for qualified employees to also increase. An inability to attract and retain qualified employees to meet the needs of our customers may constrain our growth in 2019 and future periods or offset price increases due to increases in labor costs necessary to attract and retain employees.

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RESULTS OF OPERATIONS

The following table shows our consolidated results of operations for the three and six months ended June 30, 2019 and 2018, respectively (in thousands):

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2019				2018				2019				2018
REVENUES	$	112,943			$	144,405			$	222,216			$	269,721
COSTS AND EXPENSES:
Direct operating expenses	90,564				109,747				178,758				207,958
Depreciation and amortization expense	14,262				20,717				28,558				41,073
General and administrative expenses	22,544				22,854				44,639				47,428
Operating loss	(14,427		)		(8,913		)		(29,739		)		(26,738		)
Interest expense, net of amounts capitalized	8,520				8,573				17,753				16,717
Other income, net	(239		)		(752		)		(1,381		)		(1,759		)
Loss before income taxes	(22,708		)		(16,734		)		(46,111		)		(41,696		)
Income tax benefit (expense)	4,405				(161		)		4,367				(162		)
NET LOSS	$	(18,303	)		$	(16,895	)		$	(41,744	)		$	(41,858	)

Consolidated Results of Operations — Three Months Ended June 30, 2019 and 2018

Revenues

Our revenues for the three months ended June 30, 2019 decreased $31.5 million, or 21.8%, to $112.9 million from $144.4 million for the three months ended June 30, 2018, due to lower spending from our customers as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services. See “Segment Operating Results — Three Months Ended June 30, 2019 and 2018” below for a more detailed discussion of the change in our revenues.

Direct Operating Expenses

Our direct operating expenses decreased $19.2 million, to $90.6 million (80.2% of revenues), for the three months ended June 30, 2019, compared to $109.7 million (76.0% of revenues) for the three months ended June 30, 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $6.5 million, or 31.2%, to $14.3 million during the three months ended June 30, 2019, compared to $20.7 million for the three months ended June 30, 2018. This decrease is primarily due to assets becoming fully depreciated.

General and Administrative Expenses

General and administrative expenses decreased $0.3 million, to $22.5 million (20.0% of revenues), for the three months ended June 30, 2019, compared to $22.9 million (15.8% of revenues) for the three months ended June 30, 2018. The decrease is primarily due a decrease in facility costs.

Interest Expense, Net of Amounts Capitalized

Interest expense decreased $0.1 million, or 0.6%, to $8.5 million for the three months ended June 30, 2019, compared to $8.6 million for the same period in 2018.

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Other Income, Net

During the quarter ended June 30, 2019, we recognized other income, net, of $0.2 million, compared to other income, net, of $0.8 million for the quarter ended June 30, 2018.

The following table summarizes the components of other income, net for the periods indicated (in thousands):

	Three Months Ended
	June 30,
	2019				2018
Interest income	$	(195	)		$	(194	)
Other	(44		)		(558		)
Total	$	(239	)		$	(752	)

Income Tax Benefit (Expense)

We recorded an income tax benefit of $4.4 million on a pre-tax loss of $22.7 million in the three months ended June 30, 2019, compared to an income tax expense of $0.2 million on a pre-tax loss of $16.7 million in the three months ended June 30, 2018. Our effective tax rate was 19.4% for the three months ended June 30, 2019, compared to (1.0%) for the three months ended June 30, 2018. Our effective tax rates differ from the applicable U.S. statutory rates due to a number of factors, including the impact of permanent differences, and other tax adjustments, such as valuation allowances against deferred tax assets, and tax expense or benefit recognized for uncertain tax positions.

Segment Operating Results — Three Months Ended June 30, 2019 and 2018

The following table shows operating results for each of our segments for the three months ended June 30, 2019 and 2018 (in thousands):

For the three months ended June 30, 2019
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Total
Revenues from external customers	$	67,884			$	14,812			$	11,747			$	18,500			$	—			$	112,943
Operating expenses	62,002				16,634				13,196				18,301				17,237				127,370
Operating income (loss)	5,882				(1,822		)		(1,449		)		199				(17,237		)		(14,427		)

For the three months ended June 30, 2018
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Total
Revenues from external customers	$	80,456			$	16,489			$	23,870			$	23,590			$	—			$	144,405
Operating expenses	72,402				18,630				20,717				25,196				16,373				153,318
Operating income (loss)	8,054				(2,141		)		3,153				(1,606		)		(16,373		)		(8,913		)

Rig Services

Revenues for our Rig Services segment decreased $12.6 million, or 15.6%, to $67.9 million for the three months ended June 30, 2019, compared to $80.5 million for the three months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Rig Services segment were $62.0 million during the three months ended June 30, 2019, which represented a decrease of $10.4 million, or 14.4%, compared to $72.4 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels and a decrease in depreciation expense.

Fishing and Rental Services

Revenues for our Fishing and Rental Services segment decreased $1.7 million, or 10.2%, to $14.8 million for the three months ended June 30, 2019, compared to $16.5 million for the three months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

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Operating expenses for our Fishing and Rental Services segment were $16.6 million during the three months ended June 30, 2019, which represented a decrease of $2.0 million, or 10.7%, compared to $18.6 million for the same period in 2018. The decrease for this segment is primarily due to a decrease in depreciation expense and repair and maintenance expense.

Coiled Tubing Services

Revenues for our Coiled Tubing Services segment decreased $12.1 million, or 50.8%, to $11.7 million for the three months ended June 30, 2019, compared to $23.9 million for the three months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Coiled Tubing Services segment were $13.2 million during the three months ended June 30, 2019, which represented a decrease of $7.5 million, or 36.3%, compared to $20.7 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs and repair and maintenance expense due to a decrease in activity levels.

Fluid Management Services

Revenues for our Fluid Management Services segment decreased $5.1 million, or 21.6%, to $18.5 million for the three months ended June 30, 2019, compared to $23.6 million for the three months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Fluid Management Services segment were $18.3 million during the three months ended June 30, 2019, which represented a decrease of $6.9 million, or 27.4%, compared to $25.2 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels and a decrease in depreciation expense.

Functional Support

Operating expenses for Functional Support, which represent expenses associated with managing our reporting segments, decreased $0.9 million, or 5.3%, to $17.2 million (15.3% of consolidated revenues) for the three months ended June 30, 2019 compared to $16.4 million (11.3% of consolidated revenues) for the same period in 2018. The decrease is primarily due to a decrease in facility costs.

Consolidated Results of Operations — Six Months Ended June 30, 2019 and 2018

Revenues

Our revenues for the six months ended June 30, 2019 decreased $47.5 million, or 17.6%, to $222.2 million from $269.7 million for the six months ended June 30, 2018, due to lower spending from our customers primarily as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services. See “Segment Operating Results — Six Months Ended June 30, 2019 and 2018” below for a more detailed discussion of the change in our revenues.

Direct Operating Expenses

Our direct operating expenses decreased $29.2 million, to $178.8 million (80.4% of revenues), for the six months ended June 30, 2019, compared to $208.0 million (77.1% of revenues) for the six months ended June 30, 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased $12.5 million, or 30.5%, to $28.6 million during the six months ended June 30, 2019, compared to $41.1 million for the six months ended June 30, 2018. This decrease is primarily due to assets becoming fully depreciated.

General and Administrative Expenses

General and administrative expenses decreased $2.8 million, to $44.6 million (20.1% of revenues), for the six months ended June 30, 2019, compared to $47.4 million (17.6% of revenues) for the six months ended June 30, 2018. The decrease is primarily due to lower employee compensation costs due to reduced staffing levels, a decrease in facility costs and legal settlements.

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Interest Expense, Net of Amounts Capitalized

Interest expense increased $1.0 million, or 6.2%, to $17.8 million for the six months ended June 30, 2019, compared to $16.7 million for the same period in 2018. This increase is primarily related to the increase in the variable interest rate on our long-term debt.

Other Income, Net

During the six months ended June 30, 2019, we recognized other income, net, of $1.4 million, compared to other income, net, of $1.8 million for the six months ended June 30, 2018.

The following table summarizes the components of other income, net for the periods indicated (in thousands):

	Six Months Ended
	June 30,
	2019				2018
Interest income	$	(517	)		$	(378	)
Other	(864		)		(1,381		)
Total	$	(1,381	)		$	(1,759	)

Income Tax Benefit (Expense)

We recorded an income tax benefit of $4.4 million on a pre-tax loss of $46.1 million for the six months ended June 30, 2019, compared to an income tax expense of $0.2 million on a pre-tax loss of $41.7 million for the same period in 2018. Our effective tax rate was 9.5% for the six months ended June 30, 2019, compared to (0.4%) for the six months ended June 30, 2018. Our effective tax rates differ from the applicable U.S. statutory rates due to a number of factors, including the impact of permanent differences, and other tax adjustments, such as valuation allowances against deferred tax assets, and tax expense or benefit recognized for uncertain tax positions. 

Segment Operating Results — Six Months Ended June 30, 2019 and 2018

The following table shows operating results for each of our segments for the six months ended June 30, 2019 and 2018 (in thousands):

For the six months ended June 30, 2019
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Total
Revenues from external customers	$	132,910			$	29,399			$	22,420			$	37,487			$	—			$	222,216
Operating expenses	122,572				32,344				26,007				37,179				33,853				251,955
Operating income (loss)	10,338				(2,945		)		(3,587		)		308				(33,853		)		(29,739		)

For the six months ended June 30, 2018
	Rig Services				Fishing and Rental Services				Coiled Tubing Services				Fluid Management Services				Functional Support				Total
Revenues from external customers	$	150,760			$	30,324			$	42,293			$	46,344			$	—			$	269,721
Operating expenses	139,756				36,417				35,208				51,014				34,064				296,459
Operating income (loss)	11,004				(6,093		)		7,085				(4,670		)		(34,064		)		(26,738		)

Rig Services

Revenues for our Rig Services segment decreased $17.9 million, or 11.8%, to $132.9 million for the six months ended June 30, 2019, compared to $150.8 million for the six months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers as a result of lower oil prices and unfavorable weather. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Rig Services segment were $122.6 million for the six months ended June 30, 2019, which represented a decrease of $17.2 million, or 12.3%, compared to $139.8 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels and a decrease in depreciation expense.

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Fishing and Rental Services

Revenues for our Fishing and Rental Services segment decreased $0.9 million, or 3.1%, to $29.4 million for the six months ended June 30, 2019, compared to $30.3 million for the six months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Fishing and Rental Services segment were $32.3 million for the six months ended June 30, 2019, which represented a decrease of $4.1 million, or 11.2% compared to $36.4 million for the same period in 2018. The decrease for this segment is primarily due to the decrease in depreciation expense and repair and maintenance expense.

Coiled Tubing Services

Revenues for our Coiled Tubing Services segment decreased $19.9 million, or 47.0%, to $22.4 million for the six months ended June 30, 2019, compared to $42.3 million for the six months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Coiled Tubing Services segment were $26.0 million for the six months ended June 30, 2019, which represented a decrease of $9.2 million, or 26.1%, compared to $35.2 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs and repair and maintenance expense due to a decrease in activity levels.

Fluid Management Services

Revenues for our Fluid Management Services segment decreased $8.9 million, or 19.1%, to $37.5 million for the six months ended June 30, 2019, compared to $46.3 million for the six months ended June 30, 2018. The decrease for this segment is primarily due to lower spending from our customers on oil and gas well drilling and completion, as a result of lower oil prices. These market conditions resulted in reduced customer activity and a reduction in the price received for our services.

Operating expenses for our Fluid Management Services segment were $37.2 million for the six months ended June 30, 2019, which represented a decrease of $13.8 million, or 27.1%, compared to $51.0 million for the same period in 2018. This decrease is primarily a result of a decrease in employee compensation costs, fuel expense and repair and maintenance expense due to a decrease in activity levels and a decrease in depreciation expense.

Functional Support

Operating expenses for Functional Support, which represent expenses associated with managing our reporting segments, decreased $0.2 million, or 0.6%, to $33.9 million (15.2% of consolidated revenues) for the six months ended June 30, 2019 compared to $34.1 million (12.6% of consolidated revenues) for the same period in 2018. The decrease is primarily due to lower employee compensation costs due to reduced staffing levels, a decrease in facility costs and legal settlements.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition and Liquidity

As of June 30, 2019, we had total liquidity of $50.4 million which consists of $29.3 million cash and cash equivalents and $21.1 million of borrowing capacity available under our ABL Facility. This compares to total liquidity of $74.3 million which consisted of $50.3 million cash and cash equivalents and $24 million of borrowing capacity available under our ABL Facility as of December 31, 2018. Our working capital was $37.7 million as of June 30, 2019, compared to $55.0 million as of December 31, 2018. Our working capital decreased from the prior year end primarily as a result of a decrease in cash and cash equivalents, which was partially offset by a decrease in other accrued liabilities. As of June 30, 2019, we had no borrowings outstanding and $34.6 million in committed letters of credit outstanding under our ABL Facility.

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The following table summarizes our cash flows for the six months ended June 30, 2019 and 2018 (in thousands):

	Six Months Ended
	June 30,
	2019				2018
Net cash used in operating activities	$	(11,363	)		$	(15,258	)
Cash paid for capital expenditures	(12,362		)		(17,173		)
Proceeds received from sale of fixed assets	4,780				8,875
Repayments of long-term debt	(1,250		)		(1,250		)
Payment of deferred financing costs	(828		)		—
Other financing activities, net	(4		)		3
Net decrease in cash, cash equivalents and restricted cash	$	(21,027	)		$	(24,803	)

Cash used in operating activities was $11.4 million for the six months ended June 30, 2019 compared to cash used in operating activities of $15.3 million for the six months ended June 30, 2018. Cash used in operating activities for the six months ended June 30, 2019 was primarily related to net losses adjusted for noncash items. Cash used in operating activities for the six months ended June 30, 2018 was primarily related to changes in working capital.

Cash used in investing activities was $7.6 million for the six months ended June 30, 2019 compared to cash provided by investing activities of $8.3 million for the six months ended June 30, 2018. Cash outflows during these periods consisted of capital expenditures. Our capital expenditures are primarily related to the addition of new equipment and the ongoing maintenance of our equipment. Cash inflows during these periods consisted of proceeds from sales of fixed assets.

Cash used in financing activities was $2.1 million for the six months ended June 30, 2019 compared to cash used in financing activities of $1.2 million for the six months ended June 30, 2018. Financing cash outflows for the six months ended June 30, 2019 and June 30, 2018 primarily relate to the repayment of long-term debt. Financing cash outflows for the six months ended June 30, 2019 also include payment of deferred financing costs.

Sources of Liquidity and Capital Resources

Based on management's current projections, we believe that our internally generated cash flows from operations, current reserves of cash and availability under our ABL Facility are sufficient to finance our cash requirements for current and future operations, budgeted capital expenditures, debt service and other obligations for the next twelve months.

At June 30, 2019, our annual debt maturities for our 2021 Term Loan Facility were as follows (in thousands):

Year	Principal Payments
2019	$	1,250
2020	2,500
2021	240,000
Total principal payments	$	243,750

ABL Facility

The Company and Key Energy Services, LLC, are borrowers (the “ABL Borrowers”) under an ABL Facility with the financial institutions party thereto from time to time as lenders (the “ABL Lenders”), Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”) and Bank of America, N.A., as sole collateral agent for the lenders. The ABL Facility provides for aggregate commitments from the ABL Lenders of $100 million, and matures on the earlier of (a) April 5, 2024 and (b) 6 months prior to the maturity date of the Term Loan Facility and other material debts, if any, as identified under the ABL Facility.

On April 5, 2019, the ABL Borrowers, as borrowers, the financial institutions party thereto as lenders and Bank of America, N.A. (the “ABL Agent”), as administrative agent for the lenders, entered into Amendment No. 1 (“Amendment No. 1”) to the ABL Facility, among the ABL Borrowers, the financial institutions party thereto from time to time as lenders, the ABL Agent and the co-collateral agents for the lenders, Bank of America, N.A. and Wells Fargo Bank, National Association. The amendment makes changes to, among other things, lower (i) the applicable margin for borrowings to (x) from between 2.50% and 4.50% to between 2.00% and 2.50% for LIBOR borrowings and (y) from 1.50% and 3.50% to between 1.00% and 1.50% for base rate borrowings, in each case depending on the ABL Borrowers’ fixed charge coverage ratio at such time, (ii) appoint the Bank of America, N.A. as sole collateral agent under the ABL Facility, (iii) extend the maturity of the credit facility from June 15, 2021 to the earlier of

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(x) April 5, 2024 and (y) 6 months prior to the maturity date of the ABL Borrowers’ term loan credit agreement and other material debts, as identified under the ABL Facility, (iv) increase the maximum amount of revolving loan commitment increases from $30 million to $50 million and (v) revise certain triggers applicable to the covenants under the ABL Facility.

The ABL Facility provides the ABL Borrowers with the ability to borrow up to an aggregate principal amount equal to the lesser of (i) the aggregate revolving commitments then in effect and (ii) the sum of (a) 85% of the value of eligible accounts receivable plus (b) 80% of the value of eligible unbilled accounts receivable, subject to a limit equal to the greater of (x) $35 million and (y) 25% of the commitments. The amount that may be borrowed under the ABL Facility is subject to increase or reduction based on certain segregated cash or reserves provided for by the ABL Facility. In addition, the percentages of accounts receivable and unbilled accounts receivable included in the calculation described above is subject to reduction to the extent of certain bad debt write-downs and other dilutive items provided in the ABL Facility.

Borrowings under the ABL Facility will bear interest, at the ABL Borrowers’ option, at a per annum rate equal to (i) LIBOR for 30, 60, 90, 180, or, with the consent of the ABL Lenders, 360 days, plus an applicable margin that varies from 2.0% to 2.5% depending on the Borrowers’ fixed charge coverage ratio at such time or (ii) a base rate equal to the sum of (a) the greatest of (x) the prime rate, (y) the federal funds rate, plus 0.50% or (z) 30-day LIBOR, plus 1.0% plus (b) an applicable margin that varies from 1.0% to 1.5% depending on the Borrowers’ fixed charge coverage ratio at such time. In addition, the ABL Facility provides for unused line fees of 1.00% to 1.25% per year, depending on utilization, letter of credit fees and certain other factors.

The ABL Facility may in the future be guaranteed by certain of the Company’s existing and future subsidiaries (the “ABL Guarantors,” and together with the ABL Borrowers, the “ABL Loan Parties”). To secure their obligations under the ABL Facility, each of the ABL Loan Parties has granted or will grant, as applicable, to the Administrative Agent a first-priority security interest for the benefit of the ABL Lenders in its present and future accounts receivable, inventory and related assets and proceeds of the foregoing (the “ABL Priority Collateral”). In addition, the obligations of the ABL Loan Parties under the ABL Facility are secured by second-priority liens on the Term Priority Collateral (as described below under “Term Loan Facility”).

The revolving loans under the ABL Facility may be voluntarily prepaid, in whole or in part, without premium or penalty, subject to breakage or similar costs.

The ABL Facility contains certain affirmative and negative covenants, including covenants that restrict the ability of the ABL Loan Parties to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, the making of investments, entering into transactions with affiliates, the payment of dividends and the sale of assets. The ABL Facility also contains a requirement that the ABL Borrowers comply, during certain periods with a fixed charge coverage ratio of 1.00 to 1.00.

As of June 30, 2019, we have no borrowings outstanding under the ABL Facility and $34.6 million of letters of credit outstanding with borrowing capacity of $21.1 million available subject to covenant constraints under our ABL Facility.

Term Loan Facility

On December 15, 2016, the Company entered into the Term Loan Facility among the Company, as borrower, certain subsidiaries of the Company named as guarantors therein, the financial institutions party thereto from time to time as Lenders (collectively, the “Term Loan Lenders”) and Cortland Capital Market Services LLC and Cortland Products Corp., as agent for the Lenders. The Term Loan Facility had an initial outstanding principal amount of $250 million.

The Term Loan Facility will mature on December 15, 2021, although such maturity date may, at the Company’s request, be extended by one or more of the Term Loan Lenders pursuant to the terms of the Term Loan Facility. Borrowings under the Term Loan Facility bear interest, at the Company’s option, at a per annum rate equal to (i) LIBOR for one, two, three, six, or, with the consent of the Term Loan Lenders, 12 months, plus 10.25% or (ii) a base rate equal to the sum of (a) the greatest of (x) the prime rate, (y) the Federal Funds rate, plus 0.50% and (z) 30-day LIBOR, plus 1.0% plus (b) 9.25%.

The Term Loan Facility is guaranteed by certain of the Company’s existing and future subsidiaries (the “Term Loan Guarantors,” and together with the Company, the “Term Loan Parties”). To secure their obligations under the Term Loan Facility, each of the Term Loan Parties has granted or will grant, as applicable, to the Agent a first-priority security interest for the benefit of the Term Loan Lenders in substantially all of each Term Loan Party’s assets other than certain excluded assets and the ABL Priority Collateral (the “Term Priority Collateral”). In addition, the obligations of the Term Loan Parties under the Term Loan Facility are secured by second-priority liens on the ABL Priority Collateral (as described above under “ABL Facility”).

The loans under the Term Loan Facility may be prepaid at the Company’s option, subject to the payment of a prepayment premium in certain circumstances as provided in the Term Loan Facility. A prepayment prior to the first anniversary of the loan would have been required to have been made with a make-whole amount with the calculation of the make-whole amount as specified in the Term Loan Facility. If a prepayment is made after the first anniversary of the loan but prior to the second anniversary, such prepayment must be made at 106% of the principle amount, if a prepayment is made after the second anniversary but prior to the third anniversary, such prepayment must be made at 103% of the principle amount. After the third anniversary, if a prepayment

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is made, no prepayment premium is due. The Company is required to make principal payments in the amount of $625,000 per quarter. In addition, pursuant to the Term Loan Facility, the Company must prepay or offer to prepay, as applicable, term loans with the net cash proceeds of certain debt incurrences and asset sales, excess cash flow, and upon certain change of control transactions, subject in each case to certain exceptions.

The Term Loan Facility contains certain affirmative and negative covenants, including covenants that restrict the ability of the Term Loan Parties to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, the making of investments, entering into transactions with affiliates, the payment of dividends and the sale of assets. The Term Loan Facility also contains financial covenants requiring that the Company maintain an asset coverage ratio of at least 1.35 to 1.0 and that Liquidity (as defined in the Term Loan Facility) must not be less than $37.5 million (of which at least $20.0 million must be in cash or cash equivalents held in deposit accounts) as of the last day of any fiscal quarter, subject to certain exceptions and cure rights.

Debt Compliance

At June 30, 2019, we were in compliance with all the financial covenants under our ABL Facility and the Term Loan Facility. Based on management’s current projections, we expect to be in compliance with all the covenants under our ABL Facility and Term Loan Facility for the next twelve months. A breach of any of these covenants, ratios or tests could result in a default under our indebtedness.

Capital Expenditures

During the six months ended June 30, 2019, our capital expenditures totaled $12.4 million. Our current capital expenditure plan for 2019 contemplates spending of approximately $20 million for the full year, subject to market conditions. This is primarily related to the addition of new equipment needed and the ongoing maintenance of our equipment. Our capital expenditure program for 2019 is subject to market conditions, including activity levels, commodity prices, industry capacity and specific customer needs as well as cash flows, including cash generated from asset sales. Our focus for 2019 has been the maximization of our current equipment fleet, but we may choose to increase our capital expenditures in the remainder of 2019 to expand our presence in a market. We currently anticipate funding our 2019 capital expenditures through a combination of cash on hand, operating cash flow, proceeds from sales of assets and borrowings under our ABL Facility. Should our operating cash flows or activity levels prove to be insufficient to fund our currently planned capital spending levels, management expects that it will adjust our capital spending plans accordingly. We may also incur capital expenditures for strategic investments and acquisitions.

Off-Balance Sheet Arrangements

At June 30, 2019 we did not, and we currently do not, have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative disclosures about market risk from those disclosed in our 2018 Form 10-K. More detailed information concerning market risk can be found in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 2018 Form 10-K.

ITEM 4.     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, management performed, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on this evaluation, management concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the second quarter of 2019 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

We are subject to various suits and claims that have arisen in the ordinary course of business. We do not believe that the disposition of any of our ordinary course litigation will result in a material adverse effect on our consolidated financial position, results of operations or cash flows. For additional information on legal proceedings, see “Note 10. Commitments and Contingencies” in “Item 1. Financial Statements” of Part I of this report, which is incorporated herein by reference.

ITEM 1A.	RISK FACTORS

As of the date of this filing, there have been no material changes in the risk factors previously disclosed in Part I, “Item 1A. Risk Factors” of our 2018 Form 10-K, other than as set forth below:

If we cannot meet the New York Stock Exchange’s (the “NYSE”) continued listing requirements, the NYSE may delist our common stock which could negatively affect our company, the price of our common stock and your ability to sell our common stock.

The continued listing of our common stock on the NYSE is subject to our compliance with NYSE requirements. On June 28, 2019, we disclosed that we received a notice from the NYSE that we were not in compliance with the NYSE continued listing standard set forth in Rule 802.01B of the NYSE Listed Company Manual because, over a period of 30 consecutive trading days, the average market capitalization of our common stock was below $50 million and Key’s stockholders’ equity was less than $50 million as of March 31, 2019 (the “Market Capitalization Listing Requirement”). If we do not regain compliance with the Market Capitalization Listing Requirement, our common stock will be subject to the NYSE’s suspension and delisting procedures.

We have submitted to the NYSE a plan demonstrating how we intend to regain compliance with the Market Capitalization Listing Requirement. If our plan is accepted, the NYSE will monitor our attempt to implement our plan over the next 18 months, and our failure to achieve the initiatives and goals included in the plan may result in our being subject to a NYSE trading suspension at the time any initiative or goal is not met.

A suspension or delisting could adversely affect our relationships with our business partners, suppliers, customers and potential customers and our ability to attract and retain employees by means of equity compensation. If our common stock ultimately were to be delisted for any reason, trading of our common stock thereafter would be conducted on the over-the-counter market, or in the so-called “pink sheets.” As a consequence, our stockholders would likely find it more difficult to dispose of, or to obtain accurate quotations as to the prices of, our common stock. Such a delisting could further negatively impact us by (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; and (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

During the three months ended June 30, 2019, we repurchased the shares shown in the table below to satisfy tax withholding obligations upon the vesting of restricted stock awarded to certain of our employees:

Period		Number of Shares Purchased			Average Price Paid per Share(1)
April 1, 2019 to April 30, 2019		978			$	4.09
May 1, 2019 to May 31, 2019		—			—
June 1, 2019 to June 30, 2019		—			—
Total		978			$	4.09

(1)	The price paid per share with respect to the tax withholding repurchases was determined using the closing prices on the applicable vesting date.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.	OTHER INFORMATION

None.

ITEM 6.	EXHIBITS

The Exhibit Index, which follows the signature pages to this report and is incorporated by reference herein, sets forth a list of exhibits to this report.

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No. 1 to Loan Agreement dated as of April 5, 2019 among Key Energy Services, Inc. and Key Energy Services, LLC, as borrowers, the financial institutions party thereto as lenders and Bank of America, N.A., as administrative agent for the lenders. (incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 5, 2019 File No. 001-08038).
10.2		Amended and Restated Employment Agreement, dated May 7, 2019, between the Company and Katherine I. Hargis (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019 File No. 001-08038).
10.3		Change of Control Agreement, dated May 7, 2019, between the Company and Louis Coale (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019 File No. 001-08038).
10.4		Key Energy Services, Inc. 2019 Equity and Cash Incentive Plan (incorporated herein by reference to Annex A of the Company’s Schedule 14A Proxy Statement filed with the SEC on March 15, 2019, File No. 001-08038).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		Interactive Data File.

*	Filed herewith
**	Furnished herewith

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SIGNATURE

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 thereunto duly authorized.

Date:	August 9, 2019			By:	/s/ J. MARSHALL DODSON
					J. Marshall Dodson
					Senior Vice President and Chief Financial Officer (As duly authorized officer and Principal Financial Officer)

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