SHAREHOLDER FAQ (Updated March 26, 2008)
Q:
Describe the services that Boots & Coots provides.
A:
Boots & Coots is the preeminent well pressure control and firefighting company in the world. Our business is divided into two principal service segments: Response services and Well Intervention services.
Well Intervention Services. These services are designed to reduce the number or severity of critical well events to oil and gas operators. The scope of these services range from hydraulic workover / snubbing services to contingency planning and well plan reviews, to providing the integrated WELLSURE® risk management and SafeGuard programs, all of which significantly reduce the risk of a well blowout or high pressure situation or improve well productivity. While this segment provides predictable and discrete revenues, it also provides Boots & Coots the opportunity for response revenues in the event of a critical well incident. This segment also includes hot tapping and other specialized pressure control services such as the management and rental of pressure control equipment and tools.
Response
Services.
Response Services. The Response division has the capacity to supply necessary equipment, expertise and personnel, services, products, supplies and consulting as required by our customers to contain the oil and hazardous materials spills and discharges associated with oil and gas emergencies, and restore affected oil and gas wells to production. With the acquisition of Hydraulic Well Control, we’ve added hydraulic workover and snubbing services to assist our customers with wells operating under high formation or geological pressure.
Q: Can you
break down the specifics of the WELLSURE® and SafeGuard
programs?
A:
Boots & Coots' participation in the proprietary risk management
program, WELLSURE® provides oil and gas operators and insurance
underwriters a medium for effective management of well control
insurance policies. Boots & Coots has a significant market share in
this growing business. Because of Boots & Coots' extensive
experience with well control emergencies, the WELLSURE® program has
a unique ability to substantially reduce the likelihood and cost of
well control events through proactive risk management, contingency
planning, personnel training, safety inspections, engineering
consultation, general contracting, and loss mitigation. WELLSURE®
provides unique benefits to both oil and gas operators and well
insurance underwriters and offers Boots & Coots more predictable
revenue and a means to generate additional intervention and response
revenues. The Company generates WELLSURE® revenues via risk
management service fees that are a component of the well insurance
premiums paid by program participants.
As of the end of 2006, Boots & Coots had 89 clients in the WELLSURE® program.
SafeGuard
is a program designed for national oil and gas companies and large
international operators that combine the Company's technical resources
and response capabilities to assess and mitigate well control risks and
manage loss during and after a well control event. A typical program
outline provides for risk assessment related to the client's internal
planning processes, personnel, property and facilities, prevention
services including training, well plan review and prevention planning,
and the development of comprehensive audit and inspection programs. In
order to mitigate a potential loss, the client typically will purchase
fire fighting and blow out control equipment from Boots and Coots.
Boots and Coots provides response personnel "in country" to maintain
the equipment and provide initial response capability in the early
stages of a well control event. The Company will also provide "post
event" services including project management and engineering as well as
health, safety and environmental services.
Boots & Coots performs services under SafeGuard contracts in in North and West Africa, South America, the Middle East, Asia and Europe.
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Q: How
can I view the announcement of the Hydraulic Well Control (HWC)
acquisition?
A:
Go to November
21, 2005, Boots & Coots to Acquire Hydraulic Well Control
Release
or to March
6, 2006, Boots & Coots Closes Hydraulic Well Control
Acquisition Release.
Q:
Who is Hydraulic Well Control?
A: With unaudited 2005 revenues of
approximately $40 million, Hydraulic Well Control (HWC), a former
division of Oil States International, is one of the largest hydraulic
workover contractors in the world, typically performing more than 150
snubbing and workover jobs each year. With more than 200 highly
trained, safety driven professionals working worldwide, When acquired, HWC was operating 27
hydraulic workover units and four "Hot Tap" units throughout the world with international operations
based in Algeria, South America, the Middle East and West Africa. For
more information, visit the company's web site at www.hydraulicwellcontrol.com.
Q.
Why did Boots & Coots acquire HWC?
A: The acquisition of HWC benefits the
Company in several ways. First, it adds a group of core service
capabilities to each company that are a critical offering to our
customers. We utilize hydraulic workover / snubbing in a large
percentage of our well control kill and restoration jobs. Historically,
HWC has not been aligned with a well control company and consequently
has not been able to participate in this higher margin, critical work.
Through Boots & Coots' response services, we expect to be able to
contribute a significant portion of this premium work.
From
a business development perspective, HWC brings us closer to our
customers geographically. In addition to complementary locations in
Algeria and Venezuela, they provide us with a presence and on-site
facilities in Houma, Louisiana, West Africa, Egypt and Dubai. We intend
to be able to leverage this geographical presence and expand our
Safeguard and risk management services into these markets.
We
can also offer our customers a broader array of services on both
individual well proposals and long term service packages. By
capitalizing on complementary expanded service offerings, we expect to
be able to generate additional revenues for both companies.
Ultimately,
the acquisition significantly increases the critical mass of Boots
& Coots. Being a larger company will provide significant benefits
to both the Company and its shareholders. In addition to improved
liquidity in our stock, we expect greater financial flexibility and
improved access to capital markets.
As
global leaders in hydraulic workover / snubbing services, HWC will
greatly enhance our leadership position in the pressure control market.
Cleary stated, our vision is to become the largest and most capable
pressure control company in the world. This acquisition represents the
achievement of a significant milestone as we continue to move toward
that goal.
Q:
What will happen to HWC's headquarters in Houma, Louisiana?
A: HWC's services are complimentary with
little redundancy, so Boots & Coots intends to grow the Houma
location by adding local response and risk management capabilities in
that location. B&C anticipates additional US locations as it grows
the business geographically.
Q:
What did Boots & Coots pay for HWC?
A: Boots & Coots closed the HWC
transaction on March 3. Boots & Coots issued Oil States 26.5
million shares of common stock, which will represent approximately 45
percent of the total diluted shares outstanding, and subordinated
promissory notes with an aggregate balance of $21.2 million. Oil States
also had the right to designate three members to the Boots & Coots
board of directors, which was expanded to eight members. Oil States
has appointed the following members: Douglas Swanson, Cindy B. Taylor and Roberty G. Croyle.
Q:
How does the HWC acquisition lead to greater financial flexibility
for Boots & Coots?
A: Because of the increased asset base,
revenues and cash flow represented by HWC, Boots & Coots was able
to secure a $20 million senior banking facility. This facility enabled
the Company to pay off its existing senior and subordinated debts as
well as redeem its Series A and series C preferred stocks. The result
is a simplified capital structure with two classifications of debt
followed by common stock. The elimination of the Company's dividend
obligations to the preferred shareholders and improved cash flows will
reduce our interest and dividend obligations and enable us to enhance
our return to the owners of the common stock.
Q: How can I listen to the March 10 fourth quarter earnings call?
A:
To listen to a replay via the Web, click on the 2007 Earnings Webcast link on the Investor Relations home
page.
Q:
What is the beneficial ownership of directors and officers of the
Company?
A:
As of March 12, 2008, the executive officers and directors, which consist of nine individuals, collectively have a 2.6 percent beneficial ownership in the form of stocks and stock options.
Q:
Is the Company considering a stock buyback plan?
A: The
Company's primary business objectives are to continue growing its
revenue base, especially its Intervention segment, and to continue
strengthening its balance sheet. The Company plans to reinvest its
working capital in order to accomplish those objectives.
Q:
How many shares of common stock does Boots & Coots have issued
and outstanding?
A:
As of March 11, 2008, Boots & Coots had 125 million shares of common stock authorized and approximately 75.8 million outstanding.
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