Delaware
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54-2091194
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
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801 Cherry Street, Suite 2100
Fort Worth, Texas
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76102
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016
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Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016 (Unaudited)
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Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2017 (Unaudited)
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Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 (Unaudited)
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•
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a decline in, or substantial volatility of, oil or natural gas prices, and any related changes in expenditures by our customers;
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•
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the effects of future acquisitions on our business;
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•
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changes in customer requirements in markets or industries we serve;
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•
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competition within our industry;
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•
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general economic and market conditions;
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•
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our access to current or future financing arrangements;
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June 30,
2017 |
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December 31,
2016 |
||||
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(Unaudited)
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||||
ASSETS
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|
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|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
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$
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34,244
|
|
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$
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98,875
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Restricted cash
|
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2,432
|
|
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2,429
|
|
||
Trade accounts receivable, net of allowance of $1,751 and $0, respectively
|
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150,475
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|
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108,655
|
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Accounts receivable - related parties
|
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22
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|
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31
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||
Income tax receivable
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1,270
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|
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1,271
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Inventories
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36,680
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35,691
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Prepaid expenses
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21,483
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15,575
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||
Other current assets
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3,942
|
|
|
2,003
|
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Total current assets
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250,548
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|
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264,530
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Property and equipment, net
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520,575
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488,848
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|
||
Deferred debt costs, net of amortization
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56
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|
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—
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Intangible assets, net of amortization
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3,339
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3,458
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Other assets
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11,848
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11,324
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||
Total assets
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$
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786,366
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$
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768,160
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Current liabilities:
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|
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|
||||
Accounts payable
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$
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80,993
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|
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$
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47,959
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Accrued expenses
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57,457
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51,329
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||
Current portion of long-term debt, net
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46,456
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38,468
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Other current liabilities
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780
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2,065
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Total current liabilities
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185,686
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139,821
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Long-term debt, net
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207,487
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184,752
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Deferred tax liabilities
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389
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—
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Other long-term liabilities
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30,278
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29,179
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Commitments and contingencies
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Stockholders' equity:
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||||
Preferred stock; $0.01 par value; 5,000,000 shares authorized; none designated or issued at June 30, 2017 and December 31, 2016
|
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—
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—
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Common stock; $0.01 par value; 80,000,000 shares authorized; 26,095,434 shares issued and 26,027,213 shares outstanding at June 30, 2017; 26,095,431 shares issued and 25,998,844 shares outstanding at December 31, 2016
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261
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|
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261
|
|
||
Additional paid-in capital
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427,289
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417,624
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Accumulated deficit
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(62,567
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)
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—
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Treasury stock, at cost, 68,221 and 96,587 shares at June 30, 2017 and December 31, 2016, respectively
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(2,457
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)
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(3,477
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)
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||
Total stockholders' equity
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362,526
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|
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414,408
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Total liabilities and stockholders' equity
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$
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786,366
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|
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$
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768,160
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||||
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2017
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2016
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2017
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2016
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||||||||
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(Unaudited)
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(Unaudited)
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||||||||||||||
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(Successor)
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(Predecessor)
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(Successor)
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(Predecessor)
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||||||||
Revenues:
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||||||||
Completion and remedial services
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$
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107,385
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$
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36,228
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$
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187,817
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|
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$
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75,924
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Fluid services
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|
50,740
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45,491
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100,946
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95,741
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||||
Well servicing
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53,054
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36,824
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|
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101,672
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|
|
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75,731
|
|
||||
Contract drilling
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2,117
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|
|
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1,461
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4,880
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|
|
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2,965
|
|
||||
Total revenues
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213,296
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120,004
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395,315
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250,361
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|
||||
Expenses:
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||||
Completion and remedial services
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81,199
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32,860
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148,451
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67,648
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|
||||
Fluid services
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41,580
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|
|
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38,619
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|
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83,118
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|
|
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79,786
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|
||||
Well servicing
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41,796
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31,847
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82,712
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66,318
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||||
Contract drilling
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1,863
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1,368
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4,271
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2,929
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|
||||
General and administrative, including stock-based compensation of $6,275 and $2,277 in the three months ended June 30, 2017 and 2016 and $10,723 and $5,117 for the six months ended June 30, 2017 and 2016, respectively
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36,037
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27,078
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70,241
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|
|
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56,640
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|
||||
Depreciation and amortization
|
|
25,956
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54,847
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51,369
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110,999
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|
||||
(Gain) loss on disposal of assets
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(223
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)
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336
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(690
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)
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|
|
261
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|
||||
Total expenses
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228,208
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|
|
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186,955
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439,472
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|
|
|
384,581
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|
||||
Operating loss
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(14,912
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)
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|
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(66,951
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)
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(44,157
|
)
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|
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(134,220
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(9,179
|
)
|
|
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(22,521
|
)
|
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(18,289
|
)
|
|
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(43,235
|
)
|
||||
Interest income
|
|
6
|
|
|
|
7
|
|
|
18
|
|
|
|
9
|
|
||||
Other income
|
|
144
|
|
|
|
244
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|
|
235
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|
|
|
340
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|
||||
Loss before income taxes
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(23,941
|
)
|
|
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(89,221
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)
|
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(62,193
|
)
|
|
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(177,106
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)
|
||||
Income tax benefit (expense)
|
|
—
|
|
|
|
(662
|
)
|
|
(374
|
)
|
|
|
3,884
|
|
||||
Net loss
|
|
$
|
(23,941
|
)
|
|
|
$
|
(89,883
|
)
|
|
$
|
(62,567
|
)
|
|
|
$
|
(173,222
|
)
|
Loss per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.92
|
)
|
|
|
$
|
(2.11
|
)
|
|
$
|
(2.41
|
)
|
|
|
$
|
(4.14
|
)
|
Diluted
|
|
$
|
(0.92
|
)
|
|
|
$
|
(2.11
|
)
|
|
$
|
(2.41
|
)
|
|
|
$
|
(4.14
|
)
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Treasury
|
|
Accumulated
|
|
Stockholders'
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Deficit
|
|
Equity
|
|||||||||||
Balance - December 31, 2016
|
|
26,095,431
|
|
|
$
|
261
|
|
|
$
|
417,624
|
|
|
$
|
(3,477
|
)
|
|
$
|
—
|
|
|
$
|
414,408
|
|
Issuance of stock
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
10,723
|
|
|
—
|
|
|
—
|
|
|
10,723
|
|
|||||
Treasury stock, net
|
|
—
|
|
|
—
|
|
|
(1,058
|
)
|
|
1,020
|
|
|
—
|
|
|
(38
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,567
|
)
|
|
(62,567
|
)
|
|||||
Balance - June 30, 2017 (unaudited)
|
|
26,095,434
|
|
|
$
|
261
|
|
|
$
|
427,289
|
|
|
$
|
(2,457
|
)
|
|
$
|
(62,567
|
)
|
|
$
|
362,526
|
|
|
|
Six Months Ended June 30,
|
|||||||
|
|
2017
|
|
|
2016
|
||||
|
|
(Successor)
|
|
|
(Predecessor)
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(62,567
|
)
|
|
|
$
|
(173,222
|
)
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
|
||||
used in operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
51,369
|
|
|
|
110,999
|
|
||
Accretion on asset retirement obligation
|
|
79
|
|
|
|
72
|
|
||
Change in allowance for doubtful accounts
|
|
1,751
|
|
|
|
(641
|
)
|
||
Amortization of deferred financing costs
|
|
19
|
|
|
|
4,486
|
|
||
Amortization of debt discounts
|
|
3,862
|
|
|
|
(138
|
)
|
||
Non-cash compensation
|
|
10,723
|
|
|
|
5,117
|
|
||
(Gain) loss on disposal of assets
|
|
(690
|
)
|
|
|
261
|
|
||
Deferred income taxes
|
|
389
|
|
|
|
(4,404
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||
Accounts receivable
|
|
(43,562
|
)
|
|
|
24,010
|
|
||
Inventories
|
|
(989
|
)
|
|
|
4,440
|
|
||
Income tax receivable
|
|
1
|
|
|
|
552
|
|
||
Prepaid expenses and other current assets
|
|
(5,958
|
)
|
|
|
294
|
|
||
Other assets
|
|
(524
|
)
|
|
|
(85
|
)
|
||
Accounts payable
|
|
26,841
|
|
|
|
(21,488
|
)
|
||
Other liabilities
|
|
(265
|
)
|
|
|
(8,338
|
)
|
||
Accrued expenses
|
|
6,128
|
|
|
|
16,077
|
|
||
Net cash used in operating activities
|
|
(13,393
|
)
|
|
|
(42,008
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(33,745
|
)
|
|
|
(11,561
|
)
|
||
Proceeds from sale of assets
|
|
4,976
|
|
|
|
1,451
|
|
||
Net cash used in investing activities
|
|
(28,769
|
)
|
|
|
(10,110
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||||
Payments of debt
|
|
(22,266
|
)
|
|
|
(25,422
|
)
|
||
Proceeds from debt
|
|
—
|
|
|
|
165,000
|
|
||
Change in restricted cash
|
|
(3
|
)
|
|
|
(30,196
|
)
|
||
Shares added to treasury stock as a result of net share settlements due to vesting of restricted stock
|
|
(38
|
)
|
|
|
(640
|
)
|
||
Deferred loan costs and other financing activities
|
|
(162
|
)
|
|
|
(17,256
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(22,469
|
)
|
|
|
91,486
|
|
||
Net (decrease) increase in cash and equivalents
|
|
(64,631
|
)
|
|
|
39,368
|
|
||
Cash and cash equivalents - beginning of period
|
|
$
|
98,875
|
|
|
|
46,732
|
|
|
Cash and cash equivalents - end of period
|
|
$
|
34,244
|
|
|
|
$
|
86,100
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Land
|
|
$
|
20,843
|
|
|
$
|
21,010
|
|
Buildings and improvements
|
|
40,026
|
|
|
39,588
|
|
||
Well service units and equipment
|
|
106,118
|
|
|
96,365
|
|
||
Frac equipment/test tanks
|
|
108,869
|
|
|
75,506
|
|
||
Pumping equipment
|
|
105,812
|
|
|
85,247
|
|
||
Fluid services equipment
|
|
68,074
|
|
|
57,359
|
|
||
Disposal facilities
|
|
49,900
|
|
|
47,507
|
|
||
Contract drilling equipment
|
|
11,051
|
|
|
12,257
|
|
||
Rental equipment
|
|
34,114
|
|
|
32,582
|
|
||
Light vehicles
|
|
16,059
|
|
|
12,722
|
|
||
Software
|
|
641
|
|
|
641
|
|
||
Other
|
|
3,969
|
|
|
3,885
|
|
||
Construction equipment
|
|
1,638
|
|
|
1,485
|
|
||
Brine and fresh water stations
|
|
2,786
|
|
|
2,694
|
|
||
|
|
569,900
|
|
|
488,848
|
|
||
Less accumulated depreciation and amortization
|
|
49,325
|
|
|
—
|
|
||
Property and equipment, net
|
|
$
|
520,575
|
|
|
$
|
488,848
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Fluid services equipment
|
|
$
|
60,419
|
|
|
$
|
29,372
|
|
Pumping equipment
|
|
26,979
|
|
|
12,806
|
|
||
Light vehicles
|
|
8,881
|
|
|
5,729
|
|
||
Contract drilling equipment
|
|
906
|
|
|
999
|
|
||
Well service units and equipment
|
|
—
|
|
|
—
|
|
||
Construction equipment
|
|
28
|
|
|
28
|
|
||
|
|
97,213
|
|
|
48,934
|
|
||
Less accumulated amortization
|
|
6,948
|
|
|
—
|
|
||
Property and equipment under capital lease, net
|
|
$
|
90,265
|
|
|
$
|
48,934
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Lease amortization expense
|
|
$
|
3,893
|
|
|
|
$
|
9,167
|
|
|
$
|
7,588
|
|
|
|
$
|
18,802
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Trade names
|
|
$
|
3,410
|
|
|
$
|
3,410
|
|
Other intangible assets
|
|
48
|
|
|
48
|
|
||
|
|
$
|
3,458
|
|
|
$
|
3,458
|
|
Less accumulated amortization
|
|
119
|
|
|
—
|
|
||
Intangible assets subject to amortization, net
|
|
$
|
3,339
|
|
|
$
|
3,458
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Intangible amortization expense
|
|
$
|
60
|
|
|
|
$
|
2,200
|
|
|
$
|
119
|
|
|
|
$
|
4,500
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Credit facilities:
|
|
|
|
|
||||
Term Loan
|
|
$
|
163,350
|
|
|
$
|
164,175
|
|
Capital leases and other notes
|
|
105,818
|
|
|
78,046
|
|
||
Unamortized discounts, premiums, and deferred debt costs
|
|
(15,225
|
)
|
|
(19,001
|
)
|
||
Total principal amount of debt instruments, net
|
|
253,943
|
|
|
223,220
|
|
||
Less current portion
|
|
46,456
|
|
|
38,468
|
|
||
Long-term debt
|
|
$
|
207,487
|
|
|
$
|
184,752
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Unamortized discount on Term Loan
|
|
$
|
10,308
|
|
|
$
|
11,401
|
|
Unamortized discount on Capital Leases - short-term
|
|
1,657
|
|
|
1,600
|
|
||
Unamortized discount on Capital Leases - long-term
|
|
3,173
|
|
|
6,000
|
|
||
Unamortized deferred debt costs
|
|
87
|
|
|
—
|
|
||
|
|
$
|
15,225
|
|
|
$
|
19,001
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Cash payments for interest
|
|
$
|
8,040
|
|
|
|
$
|
13,862
|
|
|
$
|
9,308
|
|
|
|
$
|
32,560
|
|
Commitment and other fees paid
|
|
170
|
|
|
|
599
|
|
|
187
|
|
|
|
1,272
|
|
||||
Amortization of debt issuance costs and discounts
|
|
2,321
|
|
|
|
1,426
|
|
|
3,881
|
|
|
|
4,348
|
|
||||
Change in accrued interest
|
|
(1,364
|
)
|
|
|
6,617
|
|
|
4,878
|
|
|
|
5,010
|
|
||||
Other
|
|
12
|
|
|
|
17
|
|
|
35
|
|
|
|
45
|
|
||||
|
|
$
|
9,179
|
|
|
|
$
|
22,521
|
|
|
$
|
18,289
|
|
|
|
$
|
43,235
|
|
|
Fair Value
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Hierarchy Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
Term Loan
|
3
|
|
$
|
153,042
|
|
|
$
|
156,901
|
|
|
$
|
152,838
|
|
|
$
|
152,838
|
|
|
|
Compensation expense for three months ended June 30, 2017
|
Compensation expense for six months ended June 30, 2017
|
Unrecognized compensation expense
|
Weighted average remaining life
|
Fair value of share based awards vested
|
||||||||
|
|
|
|
|
|
|||||||||
Restricted stock
|
|
$
|
5,212
|
|
$
|
8,828
|
|
$
|
40,444
|
|
2.2
|
$
|
101
|
|
Restricted stock options
|
|
$
|
1,063
|
|
$
|
1,896
|
|
$
|
10,089
|
|
9.6
|
$
|
—
|
|
|
|
|
|
|
|
Weighted
|
|
|
|||||
|
|
|
|
|
|
Average
|
|
|
|||||
|
|
|
|
Weighted
|
|
Remaining
|
|
Aggregate
|
|||||
|
|
Number of
|
|
Average
|
|
Contractual
|
|
Intrinsic
|
|||||
|
|
Options
|
|
Exercise
|
|
Term
|
|
Value
|
|||||
|
|
Granted
|
|
Price
|
|
(Years)
|
|
(000's)
|
|||||
Non-statutory stock options:
|
|
|
|
|
|
|
|
|
|||||
Outstanding, beginning of period
|
|
323,770
|
|
|
$
|
36.55
|
|
|
|
|
|
||
Options granted
|
|
320,532
|
|
|
41.90
|
|
|
|
|
|
|||
Options forfeited
|
|
(2,158
|
)
|
|
36.55
|
|
|
|
|
|
|||
Options exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding, end of period
|
|
642,144
|
|
|
$
|
39.22
|
|
|
9.6
|
|
$
|
—
|
|
Exercisable, end of period
|
|
1,080
|
|
|
$
|
36.55
|
|
|
9.5
|
|
$
|
—
|
|
Vested or expected to vest, end of period
|
|
642,144
|
|
|
$
|
39.22
|
|
|
9.6
|
|
$
|
—
|
|
|
|
|
|
Weighted Average
|
|||
|
|
Number of
|
|
Grant Date Fair
|
|||
Non-vested Units
|
|
Shares
|
|
Value Per Share
|
|||
Non-vested at beginning of period
|
|
539,606
|
|
|
$
|
36.55
|
|
Granted during period
|
|
828,022
|
|
|
41.46
|
|
|
Vested during period
|
|
(2,698
|
)
|
|
36.55
|
|
|
Forfeited during period
|
|
(2,698
|
)
|
|
36.55
|
|
|
Non-vested at end of period
|
|
1,362,232
|
|
|
$
|
39.53
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Numerator (both basic and diluted):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(23,941
|
)
|
|
|
$
|
(89,883
|
)
|
|
$
|
(62,567
|
)
|
|
|
$
|
(173,222
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic loss per share
|
|
26,011,369
|
|
|
|
42,602,128
|
|
|
26,005,409
|
|
|
|
41,869,855
|
|
||||
Denominator for diluted loss per share
|
|
26,011,369
|
|
|
|
42,602,128
|
|
|
26,005,409
|
|
|
|
41,869,855
|
|
||||
Basic loss per common share:
|
|
$
|
(0.92
|
)
|
|
|
$
|
(2.11
|
)
|
|
$
|
(2.41
|
)
|
|
|
$
|
(4.14
|
)
|
Diluted loss per common share:
|
|
$
|
(0.92
|
)
|
|
|
$
|
(2.11
|
)
|
|
$
|
(2.41
|
)
|
|
|
$
|
(4.14
|
)
|
|
Completion
|
|
|
|
|
|
||||||||||||
|
and Remedial
|
Fluid
|
Well
|
Contract
|
Corporate
|
|
||||||||||||
|
Services
|
Services
|
Servicing
|
Drilling
|
and Other
|
Total
|
||||||||||||
Three Months Ended June 30, 2017 (Unaudited)
|
(Successor)
|
|
|
|
|
|
||||||||||||
Operating revenues
|
$
|
107,385
|
|
50,740
|
|
53,054
|
|
2,117
|
|
$
|
—
|
|
$
|
213,296
|
|
|||
Direct operating costs
|
(81,199
|
)
|
(41,580
|
)
|
(41,796
|
)
|
(1,863
|
)
|
—
|
|
$
|
(166,438
|
)
|
|||||
Segment profits
|
$
|
26,186
|
|
$
|
9,160
|
|
$
|
11,258
|
|
$
|
254
|
|
$
|
—
|
|
$
|
46,858
|
|
Depreciation and amortization
|
$
|
12,412
|
|
$
|
6,637
|
|
$
|
4,636
|
|
$
|
501
|
|
$
|
1,770
|
|
$
|
25,956
|
|
Capital expenditures (excluding acquisitions)
|
$
|
25,849
|
|
$
|
8,916
|
|
$
|
5,116
|
|
$
|
(36
|
)
|
$
|
1,004
|
|
$
|
40,849
|
|
Three Months Ended June 30, 2016 (Unaudited)
|
(Predecessor)
|
|
|
|
|
|
||||||||||||
Operating revenues
|
$
|
36,228
|
|
$
|
45,491
|
|
$
|
36,824
|
|
$
|
1,461
|
|
$
|
—
|
|
$
|
120,004
|
|
Direct operating costs
|
(32,860
|
)
|
(38,619
|
)
|
(31,847
|
)
|
(1,368
|
)
|
—
|
|
(104,694
|
)
|
||||||
Segment profits
|
$
|
3,368
|
|
$
|
6,872
|
|
$
|
4,977
|
|
$
|
93
|
|
$
|
—
|
|
$
|
15,310
|
|
Depreciation and amortization
|
$
|
18,954
|
|
$
|
16,145
|
|
$
|
13,886
|
|
$
|
3,201
|
|
$
|
2,661
|
|
$
|
54,847
|
|
Capital expenditures (excluding acquisitions)
|
$
|
935
|
|
$
|
3,031
|
|
$
|
2,303
|
|
$
|
—
|
|
$
|
1,526
|
|
$
|
7,795
|
|
Six Months Ended June 30, 2017 (Unaudited)
|
(Successor)
|
|
|
|
|
|
||||||||||||
Operating revenues
|
$
|
187,817
|
|
100,946
|
|
101,672
|
|
4,880
|
|
$
|
—
|
|
$
|
395,315
|
|
|||
Direct operating costs
|
(148,451
|
)
|
(83,118
|
)
|
(82,712
|
)
|
(4,271
|
)
|
—
|
|
$
|
(318,552
|
)
|
|||||
Segment profits
|
$
|
39,366
|
|
$
|
17,828
|
|
$
|
18,960
|
|
$
|
609
|
|
$
|
—
|
|
$
|
76,763
|
|
Depreciation and amortization
|
$
|
24,563
|
|
$
|
13,136
|
|
$
|
9,176
|
|
$
|
991
|
|
$
|
3,503
|
|
$
|
51,369
|
|
Capital expenditures (excluding acquisitions)
|
$
|
58,058
|
|
$
|
16,337
|
|
$
|
13,493
|
|
$
|
17
|
|
$
|
1,247
|
|
$
|
89,152
|
|
Identifiable assets
|
$
|
268,381
|
|
$
|
133,557
|
|
$
|
109,817
|
|
$
|
10,025
|
|
$
|
264,586
|
|
$
|
786,366
|
|
Six Months Ended June 30, 2016 (Unaudited)
|
(Predecessor)
|
|
|
|
|
|
||||||||||||
Operating revenues
|
$
|
75,924
|
|
$
|
95,741
|
|
$
|
75,731
|
|
$
|
2,965
|
|
$
|
—
|
|
$
|
250,361
|
|
Direct operating costs
|
(67,648
|
)
|
(79,786
|
)
|
(66,318
|
)
|
(2,929
|
)
|
—
|
|
(216,681
|
)
|
||||||
Segment profits
|
$
|
8,276
|
|
$
|
15,955
|
|
$
|
9,413
|
|
$
|
36
|
|
$
|
—
|
|
$
|
33,680
|
|
Depreciation and amortization
|
$
|
38,359
|
|
$
|
32,673
|
|
$
|
28,102
|
|
$
|
6,479
|
|
$
|
5,386
|
|
$
|
110,999
|
|
Capital expenditures (excluding acquisitions)
|
$
|
1,511
|
|
$
|
6,178
|
|
$
|
3,454
|
|
$
|
113
|
|
$
|
2,506
|
|
$
|
13,762
|
|
Identifiable assets
|
$
|
324,114
|
|
$
|
227,006
|
|
$
|
209,498
|
|
$
|
45,976
|
|
$
|
271,764
|
|
$
|
1,078,358
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||
Segment profits
|
|
$
|
46,858
|
|
|
|
$
|
15,310
|
|
|
$
|
76,763
|
|
|
|
$
|
33,680
|
|
General and administrative expenses
|
|
(36,037
|
)
|
|
|
(27,078
|
)
|
|
(70,241
|
)
|
|
|
(56,640
|
)
|
||||
Depreciation and amortization
|
|
(25,956
|
)
|
|
|
(54,847
|
)
|
|
(51,369
|
)
|
|
|
(110,999
|
)
|
||||
Gain (loss) on disposal of assets
|
|
223
|
|
|
|
(336
|
)
|
|
690
|
|
|
|
(261
|
)
|
||||
Operating loss
|
|
$
|
(14,912
|
)
|
|
|
$
|
(66,951
|
)
|
|
$
|
(44,157
|
)
|
|
|
$
|
(134,220
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Capital leases and notes issued for equipment
|
|
$
|
49,214
|
|
|
$
|
2,201
|
|
Asset retirement obligation additions (retirements)
|
|
—
|
|
|
(21
|
)
|
||
Change in accrued property and equipment
|
|
6,193
|
|
|
—
|
|
|
|
Six Months Ended June 30,
|
|||||||||||||
|
|
2017
|
|
|
2016
|
||||||||||
|
|
(Successor)
|
|
|
(Predecessor)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Completion and remedial services
|
|
$
|
187.8
|
|
|
47
|
%
|
|
|
$
|
75.9
|
|
|
30
|
%
|
Fluid services
|
|
$
|
100.9
|
|
|
26
|
%
|
|
|
$
|
95.8
|
|
|
38
|
%
|
Well servicing
|
|
$
|
101.7
|
|
|
26
|
%
|
|
|
$
|
75.7
|
|
|
31
|
%
|
Contract drilling
|
|
$
|
4.9
|
|
|
1
|
%
|
|
|
$
|
3.0
|
|
|
1
|
%
|
Total revenues
|
|
$
|
395.3
|
|
|
100
|
%
|
|
|
$
|
250.4
|
|
|
100
|
%
|
•
|
Completion and Remedial Services
— segment profits as a percent of revenues;
|
•
|
Well Servicing
— rig hours, rig utilization rate, revenue per rig hour, profits per rig hour and segment profits as a percent of revenues;
|
•
|
Fluid Services —
trucking hours, revenue per truck, segment profits per truck and segment profits as a percent of revenues; and
|
•
|
Contract Drilling
— rig operating days, revenue per drilling day, profits per drilling day and segment profits as a percent of revenues.
|
|
|
|
|
Segment
|
|||
|
|
Revenues
|
|
Profits %
|
|||
2016: (Predecessor)
|
|
|
|
|
|||
First Quarter
|
|
$
|
39,696
|
|
|
12
|
%
|
Second Quarter
|
|
$
|
36,228
|
|
|
9
|
%
|
Third Quarter
|
|
$
|
49,424
|
|
|
18
|
%
|
Fourth Quarter
|
|
$
|
59,219
|
|
|
14
|
%
|
Full Year
|
|
$
|
184,567
|
|
|
14
|
%
|
2017: (Successor)
|
|
|
|
|
|||
First Quarter
|
|
$
|
80,431
|
|
|
16
|
%
|
Second Quarter
|
|
$
|
107,385
|
|
|
24
|
%
|
|
|
Weighted
|
|
|
|
|
|
Segment
|
|
|
|||||||
|
|
Average
|
|
|
|
Revenue
|
|
Profits Per
|
|
|
|||||||
|
|
Number of
|
|
|
|
Per Fluid
|
|
Fluid
|
|
|
|||||||
|
|
Fluid Service
|
|
Trucking
|
|
Service
|
|
Service
|
|
Segment
|
|||||||
|
|
Trucks
|
|
Hours
|
|
Truck
|
|
Truck
|
|
Profits %
|
|||||||
2016: (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
985
|
|
|
521,500
|
|
|
$
|
51
|
|
|
$
|
10
|
|
|
18
|
%
|
Second Quarter
|
|
976
|
|
|
474,400
|
|
|
$
|
47
|
|
|
$
|
7
|
|
|
15
|
%
|
Third Quarter
|
|
962
|
|
|
499,900
|
|
|
$
|
49
|
|
|
$
|
8
|
|
|
17
|
%
|
Fourth Quarter
|
|
944
|
|
|
503,200
|
|
|
$
|
52
|
|
|
$
|
7
|
|
|
13
|
%
|
Full Year
|
|
966
|
|
|
1,999,000
|
|
|
$
|
199
|
|
|
$
|
31
|
|
|
16
|
%
|
2017: (Successor)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
First Quarter
|
|
935
|
|
|
484,300
|
|
|
$
|
54
|
|
|
$
|
9
|
|
|
17
|
%
|
Second Quarter
|
|
943
|
|
|
473,500
|
|
|
$
|
54
|
|
|
$
|
10
|
|
|
18
|
%
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Average
|
|
|
|
Rig
|
|
Revenue
|
|
|
|
|
||||||||
|
|
Number
|
|
|
|
Utilization
|
|
Per Rig
|
|
Profits Per
|
|
|
||||||||
|
|
of Rigs
|
|
Rig hours
|
|
Rate
|
|
Hour
|
|
Rig hour
|
|
Profits %
|
||||||||
2016: (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
|
421
|
|
|
108,400
|
|
|
36
|
%
|
|
$
|
321
|
|
|
$
|
44
|
|
|
11
|
%
|
Second Quarter
|
|
421
|
|
|
113,700
|
|
|
38
|
%
|
|
$
|
308
|
|
|
$
|
44
|
|
|
14
|
%
|
Third Quarter
|
|
421
|
|
|
136,600
|
|
|
45
|
%
|
|
$
|
313
|
|
|
$
|
60
|
|
|
19
|
%
|
Fourth Quarter
|
|
421
|
|
|
146,200
|
|
|
49
|
%
|
|
$
|
300
|
|
|
$
|
43
|
|
|
14
|
%
|
Full Year
|
|
421
|
|
|
504,900
|
|
|
42
|
%
|
|
$
|
310
|
|
|
$
|
47
|
|
|
14
|
%
|
2017: (Successor)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
421
|
|
|
157,600
|
|
|
52
|
%
|
|
$
|
307
|
|
|
$
|
49
|
|
|
16
|
%
|
Second Quarter
|
|
421
|
|
|
162,300
|
|
|
54
|
%
|
|
$
|
321
|
|
|
$
|
69
|
|
|
21
|
%
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|||||||
|
|
Average
|
|
Rig
|
|
|
|
|
|
|
|||||||
|
|
Number of
|
|
Operating
|
|
Revenue Per
|
|
Profits Per
|
|
Segment
|
|||||||
|
|
Rigs
|
|
Days
|
|
Drilling Day
|
|
Drilling Day
|
|
Profits %
|
|||||||
2016: (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
12
|
|
|
91
|
|
|
$
|
16.5
|
|
|
$
|
(0.6
|
)
|
|
(4
|
)%
|
Second Quarter
|
|
12
|
|
|
91
|
|
|
$
|
16.1
|
|
|
$
|
1
|
|
|
6
|
%
|
Third Quarter
|
|
12
|
|
|
92
|
|
|
$
|
20.1
|
|
|
$
|
1.8
|
|
|
9
|
%
|
Fourth Quarter
|
|
12
|
|
|
139
|
|
|
$
|
17.5
|
|
|
$
|
0.8
|
|
|
(2
|
)%
|
Full Year
|
|
12
|
|
|
413
|
|
|
$
|
17.5
|
|
|
$
|
0.8
|
|
|
2
|
%
|
2017: (Successor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
First Quarter
|
|
12
|
|
|
135
|
|
|
$
|
20.5
|
|
|
$
|
2.6
|
|
|
13
|
%
|
Second Quarter
|
|
11
|
|
|
91
|
|
|
$
|
23.3
|
|
|
$
|
2.8
|
|
|
12
|
%
|
|
|
Obligations Due in
|
|
|
||||||||||||||||
|
|
Periods Ended June 30,
|
|
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018 to 2019
|
|
2020 to 2021
|
|
Thereafter
|
||||||||||
Term Loan Credit Agreement
|
|
$
|
163,350
|
|
|
$
|
825
|
|
|
$
|
3,300
|
|
|
$
|
159,225
|
|
|
$
|
—
|
|
Capital leases and other financing arrangements
|
|
105,818
|
|
|
22,985
|
|
|
71,750
|
|
|
10,987
|
|
|
96
|
|
|||||
Operating leases
|
|
20,868
|
|
|
2,960
|
|
|
9,231
|
|
|
6,779
|
|
|
1,898
|
|
|||||
Asset retirement obligation
|
|
2,515
|
|
|
548
|
|
|
491
|
|
|
553
|
|
|
923
|
|
|||||
Total
|
|
$
|
292,551
|
|
|
$
|
27,318
|
|
|
$
|
84,772
|
|
|
$
|
177,544
|
|
|
$
|
2,917
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
|
2.1*
|
|
First Amended Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors, dated December 7, 2016 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on December 12, 2016)
|
2.2*
|
|
Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors, dated December 9, 2016 (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693) filed on December 12, 2016)
|
3.1*
|
|
Second Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
3.2*
|
|
Second Amended and Restated Bylaws of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
4.1*
|
|
Specimen Stock Certificate representing Common Stock of the Company (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
4.2*
|
|
Warrant Agreement between Basic, as issuer, and American Stock Transfer & Trust Company, LLC, as warrant agent, dated as of December 23, 2016. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12G (SEC File No. 000-30691) filed on December 23, 2016)
|
4.3*
|
|
Registration Rights Agreement, dated as of December 23, 2016, between Basic and certain stockholders (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
10.1*
|
|
Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693) filed on May 17, 2017)
|
10.2*
|
|
Basic Energy Services, Inc. Non-Employee Director Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-218224) filed on May 25, 2017)
|
10.3#
|
|
Form of Non-Employee Director Stock Award Agreement and Notice
|
|
|
|
31.1#
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2#
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1##
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2##
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.CAL#
|
|
XBRL Calculation Linkbase Document
|
101.DEF#
|
|
XBRL Definition Linkbase Document
|
101.INS#
|
|
XBRL Instance Document
|
101.LAB#
|
|
XBRL Labels Linkbase Document
|
101.PRE#
|
|
XBRL Presentation Linkbase Document
|
101.SCH#
|
|
XBRL Schema Document
|
|
|
|
|
BASIC ENERGY SERVICES, INC.
|
|
|
|
By:
|
/s/ T.M. "Roe" Patterson
|
Name:
|
T. M. “Roe” Patterson
|
Title:
|
President, Chief Executive Officer and
|
|
Director (Principal Executive Officer)
|
|
|
By:
|
/s/ Alan Krenek
|
Name:
|
Alan Krenek
|
Title:
|
Senior Vice President, Chief Financial Officer, Treasurer
|
|
and Secretary (Principal Financial Officer)
|
|
|
By:
|
/s/ John Cody Bissett
|
Name:
|
John Cody Bissett
|
Title:
|
Vice President, Controller and Chief Accounting Officer
|
|
(Principal Accounting Officer)
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
|
2.1*
|
|
First Amended Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors, dated December 7, 2016 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on December 12, 2016)
|
2.2*
|
|
Findings of Fact, Conclusions of Law, and Order Approving the Debtors’ Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors, dated December 9, 2016 (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693) filed on December 12, 2016)
|
3.1*
|
|
Second Amended and Restated Certificate of Incorporation of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
3.2*
|
|
Second Amended and Restated Bylaws of Basic Energy Services, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
4.1*
|
|
Specimen Stock Certificate representing Common Stock of the Company (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
4.2*
|
|
Warrant Agreement between Basic, as issuer, and American Stock Transfer & Trust Company, LLC, as warrant agent, dated as of December 23, 2016. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12G (SEC File No. 000-30691) filed on December 23, 2016)
|
4.3*
|
|
Registration Rights Agreement, dated as of December 23, 2016, between Basic and certain stockholders (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
|
10.1*
|
|
Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (SEC File No. 001-32693) filed on May 17, 2017)
|
10.2*
|
|
Basic Energy Services, Inc. Non-Employee Director Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (SEC File No. 333-218224) filed on May 25, 2017)
|
10.3#
|
|
Form of Non-Employee Director Stock Award Agreement and Notice
|
|
|
|
31.1#
|
|
Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
31.2#
|
|
Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
|
32.1##
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2##
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.CAL#
|
|
XBRL Calculation Linkbase Document
|
101.DEF#
|
|
XBRL Definition Linkbase Document
|
101.INS#
|
|
XBRL Instance Document
|
101.LAB#
|
|
XBRL Labels Linkbase Document
|
101.PRE#
|
|
XBRL Presentation Linkbase Document
|
101.SCH#
|
|
XBRL Schema Document
|
Participant Name
|
|
Date of Grant:
|
|
and Address:
|
|
Number of Covered Shares:
|
|
|
|
Vesting Commencement Date:
|
|
Vesting Date
|
Nonforfeitable Percentage
|
1
st
anniversary of the Vesting Commencement Date
|
100% shall vest
|
Name:
|
________________________________________
|
Address:
|
________________________________________
________________________________________
|
Social Security No.:
|
________________________________________
|
Taxable Year:
|
________________________________________
|
Signature of Spouse (if any) |
Signature of Taxpayer |
|
|
/s/ T. M. “Roe” Patterson
|
T. M. “Roe” Patterson
|
Chief Executive Officer
|
|
|
/s/ Alan Krenek
|
Alan Krenek
|
Chief Financial Officer
|
|
|
/s/ T. M. “Roe” Patterson
|
T. M. “Roe” Patterson
|
Chief Executive Officer
|
|
|
/s/ Alan Krenek
|
Alan Krenek
|
Chief Financial Officer
|