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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Basic Energy Services Inc New | NYSE:BAS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.435 | 0 | 01:00:00 |
Delaware
|
54-2091194
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
801 Cherry Street, Suite 2100
|
|
Fort Worth, Texas
|
76102
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Class
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
New York Stock Exchange
|
Large Accelerated Filer ☐
|
Accelerated Filer ☑
|
|
Non-Accelerated filer ☐ (Do not check if a smaller reporting company)
|
Smaller reporting company ☐
|
Item 16. Form 10-K Summary
|
|
•
|
a decline in, or substantial volatility of, oil and natural gas prices, and any related changes in expenditures by our customers;
|
|
|
Cushing WTI Spot
|
|
Henry Hub Gas
|
||||
Period
|
|
Oil Price ($/Bbl.)
|
|
Spot Price ($/Mcf.)
|
||||
1/1/2012
|
|
$
|
94.11
|
|
|
$
|
2.75
|
|
1/1/2013
|
|
97.91
|
|
|
3.73
|
|
||
1/1/2014
|
|
93.26
|
|
|
4.39
|
|
||
1/1/2015
|
|
48.69
|
|
|
2.63
|
|
||
1/1/2016
|
|
43.14
|
|
|
2.52
|
|
||
Closing Price at 12/31/16
|
|
53.75
|
|
|
3.71
|
|
|
|
Market Area
|
|||||||||||||||||||
|
|
|
|
Mid-
|
|
|
|
Rocky
|
|
Permian
|
|
|
|
|
|||||||
|
|
Ark-La-Tex
|
|
Continent
|
|
Gulf Coast
|
|
Mountain
|
|
Basin
|
|
Appalachia
|
|
Total
|
|||||||
Pumping Units
|
|
9
|
|
|
158
|
|
|
3
|
|
|
52
|
|
|
59
|
|
|
—
|
|
|
281
|
|
Air/Foam Packages
|
|
—
|
|
|
12
|
|
|
—
|
|
|
24
|
|
|
11
|
|
|
—
|
|
|
47
|
|
Snubbing Units
|
|
16
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
36
|
|
Rental and Fishing Tool Stores
|
|
—
|
|
|
6
|
|
|
1
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
16
|
|
Coiled Tubing Units
|
|
2
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
|
Market Area
|
||||||||||||||||
|
|
Rocky
|
|
|
|
Permian
|
|
|
|
|
|
|
||||||
|
|
Mountain
|
|
Ark-La-Tex
|
|
Basin
|
|
Mid-Continent
|
|
Gulf Coast
|
|
Total
|
||||||
Fluid Service Trucks
|
|
131
|
|
|
117
|
|
|
457
|
|
|
83
|
|
|
152
|
|
|
940
|
|
Salt Water Disposal Wells
|
|
5
|
|
|
24
|
|
|
32
|
|
|
13
|
|
|
12
|
|
|
86
|
|
Fresh/Brine Water Stations
|
|
2
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
6
|
|
|
51
|
|
Fluid Storage Tanks
|
|
631
|
|
|
753
|
|
|
1,263
|
|
|
296
|
|
|
511
|
|
|
3,454
|
|
|
|
|
|
Market Area
|
|||||||||||||||||||||||||
|
|
Rated
|
|
Permian
|
|
Gulf
|
|
|
|
Mid -
|
|
Rocky
|
|
|
|
|
|
|
|
|
|||||||||
Rig Type
|
|
Capacity
|
|
Basin
|
|
Coast
|
|
Ark-La-Tex
|
|
Continent
|
|
Mountain
|
|
California
|
|
Appalachia
|
|
Inactive
|
|
Total
|
|||||||||
Swab
|
|
N/A
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
11
|
|
Light Duty
|
|
< 90 tons
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
11
|
|
Medium Duty
|
|
>
90 <125 tons
|
|
67
|
|
|
19
|
|
|
21
|
|
|
26
|
|
|
40
|
|
|
10
|
|
|
—
|
|
|
77
|
|
|
260
|
|
Heavy Duty
|
|
>
125 tons
|
|
76
|
|
|
17
|
|
|
5
|
|
|
4
|
|
|
12
|
|
|
—
|
|
|
6
|
|
|
15
|
|
|
135
|
|
24-Hour
|
|
>
125 tons
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Total
|
|
|
|
143
|
|
|
36
|
|
|
29
|
|
|
33
|
|
|
54
|
|
|
11
|
|
|
6
|
|
|
109
|
|
|
421
|
|
Name
|
|
Age
|
|
Position
|
T. M. “Roe” Patterson
|
|
42
|
|
President, Chief Executive Officer and Director
|
Alan Krenek
|
|
61
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
|
James F. Newman
|
|
52
|
|
Senior Vice President — Region Operations
|
William T. Dame
|
|
56
|
|
Vice President — Pumping Services
|
Douglas B. Rogers
|
|
53
|
|
Vice President — Marketing
|
Eric Lannen
|
|
51
|
|
Vice President — Human Resources
|
Lanny T. Poldrack
|
|
49
|
|
Vice President — Central Region and Tubular Division
|
John Cody Bissett
|
|
42
|
|
Vice President, Controller and Chief Accounting Officer
|
Brett J. Taylor
|
|
44
|
|
Vice President — Equipment and Manufacturing
|
Plan Category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) (2)
|
|
Weighted Average Exercise Price of Outstanding Options Warrants and Rights
(b)(3)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(excluding Securities Reflected in Column (a))
(c)(4)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
863,376
|
|
|
$
|
36.55
|
|
|
2,107,485
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
863,376
|
|
|
$
|
36.55
|
|
|
2,107,485
|
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
|
|
|
|
|
|
Total Number of
|
|
Approximate Dollar
|
||||||
|
|
|
|
|
|
Shares Purchased
|
|
Value of Shares
|
||||||
|
|
|
|
|
|
as Part of Publicly
|
|
that May Yet be
|
||||||
|
|
Total Number of
|
|
Average Price Paid
|
|
Announced
|
|
Purchased Under
|
||||||
Period
|
|
Shares Purchased
|
|
Per Share
|
|
Program
(1)
|
|
the Program
(1)
|
||||||
Predecessor Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||
January 1 — December 23
(2)
|
|
220,888
|
|
|
$
|
2.90
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
220,888
|
|
|
$
|
2.90
|
|
|
|
|
|
$
|
9,451
|
|
|
|
|
|
|
|
|
|
|
||||||
Successor Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||
December 24 — December 31
(2)
|
|
96,587
|
|
|
$
|
36.00
|
|
|
—
|
|
|
$
|
—
|
|
Total
|
|
96,587
|
|
|
$
|
36.00
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Basic Energy Services
|
|
Russell 2000 Index
|
|
Peer Group
|
||||||
December 23, 2016
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
|
$
|
100.00
|
|
December 31, 2016
|
|
$
|
98.19
|
|
|
$
|
98.95
|
|
|
$
|
100.02
|
|
January 31, 2017
|
|
$
|
113.53
|
|
|
$
|
99.29
|
|
|
$
|
99.17
|
|
February 28, 2017
|
|
$
|
109.39
|
|
|
$
|
101.11
|
|
|
$
|
89.06
|
|
March 15, 2017
|
|
$
|
91.94
|
|
|
$
|
100.83
|
|
|
$
|
81.55
|
|
|
|
Successor
|
|
Predecessor
|
||||||||||||||||
|
|
As of
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
|
As of December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
98,875
|
|
|
$
|
46,732
|
|
|
$
|
79,915
|
|
|
$
|
111,532
|
|
|
$
|
134,565
|
|
Property and equipment, net
|
|
488,848
|
|
|
846,290
|
|
|
1,007,969
|
|
|
928,037
|
|
|
943,766
|
|
|||||
Total assets
|
|
768,160
|
|
|
1,161,369
|
|
|
1,597,177
|
|
|
1,543,339
|
|
|
1,599,006
|
|
|||||
Long-term debt
|
|
184,752
|
|
|
838,368
|
|
|
882,572
|
|
|
846,691
|
|
|
844,906
|
|
|||||
Stockholders' equity
|
|
414,408
|
|
|
106,338
|
|
|
342,653
|
|
|
345,287
|
|
|
372,410
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Completion and remedial services
|
|
$
|
184.6
|
|
|
34
|
%
|
|
$
|
307.6
|
|
|
38
|
%
|
|
$
|
698.9
|
|
|
47
|
%
|
Fluid services
|
|
191.7
|
|
|
35
|
%
|
|
258.6
|
|
|
32
|
%
|
|
369.8
|
|
|
25
|
%
|
|||
Well servicing
|
|
164.0
|
|
|
30
|
%
|
|
217.2
|
|
|
27
|
%
|
|
361.7
|
|
|
24
|
%
|
|||
Contract drilling
|
|
7.2
|
|
|
1
|
%
|
|
22.2
|
|
|
3
|
%
|
|
60.9
|
|
|
4
|
%
|
|||
Total revenues
|
|
$
|
547.5
|
|
|
100
|
%
|
|
$
|
805.6
|
|
|
100
|
%
|
|
$
|
1,491.3
|
|
|
100
|
%
|
|
|
|
|
Segment
|
Completion & Remedial
|
|
Revenues
|
|
Profits %
|
2014:
|
|
|
|
|
First Quarter
|
|
$137,485
|
|
37%
|
Second Quarter
|
|
$164,366
|
|
38%
|
Third Quarter
|
|
$193,699
|
|
39%
|
Fourth Quarter
|
|
$203,367
|
|
38%
|
Full Year
|
|
$698,917
|
|
38%
|
2015:
|
|
|
|
|
First Quarter
|
|
$112,775
|
|
28%
|
Second Quarter
|
|
$69,055
|
|
17%
|
Third Quarter
|
|
$67,240
|
|
16%
|
Fourth Quarter
|
|
$58,480
|
|
15%
|
Full Year
|
|
$307,550
|
|
20%
|
2016:
|
|
|
|
|
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%
|
|
|
Weighted Average
|
|
|
|
Revenue Per
|
|
Segment Profits
|
|
|
|
|
Number of Fluid
|
|
|
|
Fluid Service
|
|
Per Fluid
|
|
Segment
|
Fluid Services
|
|
Service Trucks
|
|
Truck Hours
|
|
Truck
|
|
Service Truck
|
|
Profits %
|
2014:
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
1,006
|
|
607,200
|
|
$92
|
|
$26
|
|
28%
|
Second Quarter
|
|
1,015
|
|
630,900
|
|
$89
|
|
$25
|
|
28%
|
Third Quarter
|
|
1,025
|
|
645,800
|
|
$91
|
|
$26
|
|
29%
|
Fourth Quarter
|
|
1,043
|
|
661,900
|
|
$90
|
|
$26
|
|
28%
|
Full Year
|
|
1,022
|
|
2,545,800
|
|
$362
|
|
$102
|
|
28%
|
2015:
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
1,046
|
|
595,100
|
|
$71
|
|
$19
|
|
27%
|
Second Quarter
|
|
1,011
|
|
573,700
|
|
$63
|
|
$15
|
|
24%
|
Third Quarter
|
|
1,012
|
|
565,400
|
|
$62
|
|
$15
|
|
24%
|
Fourth Quarter
|
|
1,002
|
|
557,000
|
|
$58
|
|
$12
|
|
21%
|
Full Year
|
|
1,018
|
|
2,291,200
|
|
$254
|
|
$61
|
|
24%
|
2016:
|
|
|
|
|
|
|
|
|
|
|
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%
|
|
|
Weighted Average
|
|
|
|
Rig
|
|
Revenue
|
|
Profits
|
|
|
|
|
|
Number of
|
|
Rig
|
|
Utilization
|
|
Per Rig
|
|
Per Rig
|
|
Segment
|
|
Well Service
|
|
Rigs
|
|
Hours
|
|
Rate
|
|
Hour
|
|
Hour
|
|
Profits %
|
|
2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
425
|
|
217,400
|
|
|
73%
|
|
$417
|
|
$106
|
|
25%
|
Second Quarter
|
|
421
|
|
214,200
|
|
|
71%
|
|
$410
|
|
$116
|
|
28%
|
Third Quarter
|
|
421
|
|
217,500
|
|
|
71%
|
|
$405
|
|
$108
|
|
26%
|
Fourth Quarter
|
|
421
|
|
204,400
|
|
|
67%
|
|
$416
|
|
$97
|
|
23%
|
Full Year
|
|
422
|
|
853,500
|
|
|
71%
|
|
$412
|
|
$107
|
|
25%
|
2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
421
|
|
163,900
|
|
|
55%
|
|
$377
|
|
$69
|
|
18%
|
Second Quarter
|
|
421
|
|
154,700
|
|
|
51%
|
|
$351
|
|
$61
|
|
17%
|
Third Quarter
|
|
421
|
|
154,100
|
|
|
50%
|
|
$334
|
|
$50
|
|
14%
|
Fourth Quarter
|
|
421
|
|
120,000
|
|
|
39%
|
|
$324
|
|
$33
|
|
9%
|
Full Year
|
|
421
|
|
592,700
|
|
|
49%
|
|
$348
|
|
$54
|
|
15%
|
2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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%
|
|
|
Weighted Average
|
|
Rig
|
|
|
|
Profits
|
|
|
|
|
Number
|
|
Operating
|
|
Revenue
|
|
(Loss)
|
|
Segment
|
Contract Drilling
|
|
of Rigs
|
|
Days
|
|
Per Day
|
|
Per Day
|
|
Profits %
|
2014:
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
12
|
|
821
|
|
$16,500
|
|
$5,300
|
|
32%
|
Second Quarter
|
|
12
|
|
942
|
|
$16,300
|
|
$5,100
|
|
32%
|
Third Quarter
|
|
12
|
|
968
|
|
$16,800
|
|
$5,200
|
|
31%
|
Fourth Quarter
|
|
12
|
|
948
|
|
$16,600
|
|
$5,400
|
|
33%
|
Full Year
|
|
12
|
|
3,679
|
|
$16,600
|
|
$5,300
|
|
32%
|
2015:
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
12
|
|
674
|
|
$17,000
|
|
$5,900
|
|
34%
|
Second Quarter
|
|
12
|
|
280
|
|
$15,500
|
|
$3,000
|
|
20%
|
Third Quarter
|
|
12
|
|
252
|
|
$15,300
|
|
$2,600
|
|
17%
|
Fourth Quarter
|
|
12
|
|
155
|
|
$16,500
|
|
$400
|
|
3%
|
Full Year
|
|
12
|
|
1,361
|
|
$16,300
|
|
$4,000
|
|
25%
|
2016:
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
12
|
|
91
|
|
$16,500
|
|
-$600
|
|
(4)%
|
Second Quarter
|
|
12
|
|
91
|
|
$16,100
|
|
$1,000
|
|
6%
|
Third Quarter
|
|
12
|
|
92
|
|
$20,100
|
|
$1,800
|
|
9%
|
Fourth Quarter
|
|
12
|
|
139
|
|
$17,500
|
|
$800
|
|
(2)%
|
Full Year
|
|
12
|
|
413
|
|
$17,500
|
|
$800
|
|
2%
|
|
|
Obligations Due in
|
|
|
||||||||||||||||
|
|
Periods Ended December 31,
|
|
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
Thereafter
|
||||||||||
Term Loan Credit Agreement
|
|
$
|
164,175
|
|
|
$
|
1,650
|
|
|
$
|
3,300
|
|
|
$
|
159,225
|
|
|
$
|
—
|
|
Capital leases
|
|
82,283
|
|
|
39,345
|
|
|
41,815
|
|
|
1,123
|
|
|
—
|
|
|||||
Operating leases
|
|
17,500
|
|
|
4,805
|
|
|
7,259
|
|
|
3,647
|
|
|
1,789
|
|
|||||
Asset retirement obligation
|
|
2,436
|
|
|
548
|
|
|
477
|
|
|
531
|
|
|
880
|
|
|||||
Total
|
|
$
|
266,394
|
|
|
$
|
46,348
|
|
|
$
|
52,851
|
|
|
$
|
164,526
|
|
|
$
|
2,669
|
|
/s/ T. M. “Roe” Patterson
|
|
/s/ Alan Krenek
|
T. M. “Roe” Patterson
|
|
Alan Krenek
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31, 2016
|
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
98,875
|
|
|
|
$
|
46,732
|
|
Restricted cash
|
|
2,429
|
|
|
|
—
|
|
||
Trade accounts receivable, net of allowance of $0 and $2,670
|
|
108,655
|
|
|
|
102,127
|
|
||
Accounts receivable - related parties
|
|
31
|
|
|
|
35
|
|
||
Income tax receivable
|
|
1,271
|
|
|
|
1,828
|
|
||
Inventories
|
|
35,691
|
|
|
|
36,944
|
|
||
Prepaid expenses
|
|
15,575
|
|
|
|
13,851
|
|
||
Other current assets
|
|
2,003
|
|
|
|
9,968
|
|
||
Total current assets
|
|
264,530
|
|
|
|
211,485
|
|
||
Property and equipment, net
|
|
488,848
|
|
|
|
846,290
|
|
||
Deferred debt costs, net of amortization
|
|
—
|
|
|
|
3,420
|
|
||
Other intangible assets, net of amortization
|
|
3,458
|
|
|
|
66,745
|
|
||
Other assets
|
|
11,324
|
|
|
|
10,241
|
|
||
Total assets
|
|
$
|
768,160
|
|
|
|
$
|
1,138,181
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Accounts payable
|
|
$
|
47,959
|
|
|
|
$
|
54,521
|
|
Accrued expenses
|
|
51,329
|
|
|
|
59,380
|
|
||
Current portion of long-term debt, net of $1,657 discount at December 31, 2016
|
|
38,468
|
|
|
|
48,651
|
|
||
Other current liabilities
|
|
2,065
|
|
|
|
7,003
|
|
||
Total current liabilities
|
|
139,821
|
|
|
|
169,555
|
|
||
Long-term debt, net of discounts $17,344 and premium of $956 at December 31, 2016 and 2015 respectively
|
|
184,752
|
|
|
|
828,664
|
|
||
Deferred tax liabilities
|
|
—
|
|
|
|
5,066
|
|
||
Other long-term liabilities
|
|
29,179
|
|
|
|
28,558
|
|
||
Total liabilities
|
|
353,752
|
|
|
|
1,031,843
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||||
Predecessor common stock, $0.01 par value: 80,000,000 authorized, 43,500,032 shares issued and 41,196,680 shares outstanding at December 31, 2015
|
|
—
|
|
|
|
435
|
|
||
Predecessor paid-in capital
|
|
—
|
|
|
|
374,729
|
|
||
Predecessor treasury stock, at cost 1,303,352 shares at December 31, 2015
|
|
—
|
|
|
|
(12,014
|
)
|
||
Successor preferred stock, $0.01 par value: authorized 5,000,000 shares; zero outstanding at December 31, 2016
|
|
—
|
|
|
|
—
|
|
||
Successor common stock; $0.01 par value; 80,000,000 shares authorized; and 26,095,431 shares issued and 25,998,844 shares outstanding at December 31, 2016
|
|
261
|
|
|
|
—
|
|
||
Successor additional paid-in capital
|
|
417,624
|
|
|
|
—
|
|
||
Retained deficit
|
|
—
|
|
|
|
(256,812
|
)
|
||
Successor treasury stock, at cost 96,587 shares at December 31, 2016
|
|
(3,477
|
)
|
|
|
—
|
|
||
Total stockholders' equity
|
|
414,408
|
|
|
|
106,338
|
|
||
Total liabilities and stockholder's equity
|
|
$
|
768,160
|
|
|
|
$
|
1,138,181
|
|
|
|
Predecessor
|
||||||||||
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Completion and remedial services
|
|
$
|
184,567
|
|
|
$
|
307,550
|
|
|
$
|
698,917
|
|
Fluid services
|
|
191,725
|
|
|
258,597
|
|
|
369,774
|
|
|||
Well servicing
|
|
163,966
|
|
|
217,245
|
|
|
361,683
|
|
|||
Contract drilling
|
|
7,239
|
|
|
22,207
|
|
|
60,910
|
|
|||
Total revenues
|
|
547,497
|
|
|
805,599
|
|
|
1,491,284
|
|
|||
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
|
|
||||
Completion and remedial services
|
|
158,762
|
|
|
245,069
|
|
|
434,457
|
|
|||
Fluid services
|
|
161,535
|
|
|
196,155
|
|
|
265,105
|
|
|||
Well servicing
|
|
140,274
|
|
|
184,952
|
|
|
270,344
|
|
|||
Contract drilling
|
|
7,079
|
|
|
16,680
|
|
|
41,513
|
|
|||
General and administrative, including stock-based compensation of $17,675, $13,728, and $14,714 in 2016, 2015 and 2014, respectively
|
|
135,331
|
|
|
143,458
|
|
|
167,301
|
|
|||
Depreciation and amortization
|
|
218,205
|
|
|
241,471
|
|
|
217,480
|
|
|||
Restructuring costs
|
|
20,743
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of assets
|
|
1,014
|
|
|
1,602
|
|
|
1,974
|
|
|||
Goodwill impairment
|
|
646
|
|
|
81,877
|
|
|
34,703
|
|
|||
Total expenses
|
|
843,589
|
|
|
1,111,264
|
|
|
1,432,877
|
|
|||
Operating (loss) income
|
|
(296,092
|
)
|
|
(305,665
|
)
|
|
58,407
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|||||
Reorganization items, net
|
|
264,306
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
(96,625
|
)
|
|
(67,964
|
)
|
|
(67,042
|
)
|
|||
Interest income
|
|
26
|
|
|
26
|
|
|
40
|
|
|||
Bargain purchase gain on acquisition
|
|
662
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
|
467
|
|
|
528
|
|
|
775
|
|
|||
Loss before income taxes
|
|
(127,256
|
)
|
|
(373,075
|
)
|
|
(7,820
|
)
|
|||
Income tax (expense) benefit
|
|
3,883
|
|
|
131,330
|
|
|
(521
|
)
|
|||
Net loss
|
|
$
|
(123,373
|
)
|
|
$
|
(241,745
|
)
|
|
$
|
(8,341
|
)
|
Net loss available to common stockholders
|
|
$
|
(123,373
|
)
|
|
$
|
(241,745
|
)
|
|
$
|
(8,341
|
)
|
|
|
|
|
|
|
|
||||||
Loss per share of common stock:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
(2.94
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(0.20
|
)
|
Diluted
|
|
$
|
(2.94
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
Additional
|
|
|
|
Retained
|
|
Total
|
|||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Treasury
|
|
Earnings
|
|
Stockholders'
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
(Deficit)
|
|
Equity
|
|||||||||||
December 31, 2013 (Predecessor)
|
|
43,500,032
|
|
|
435
|
|
|
363,674
|
|
|
(12,096
|
)
|
|
(6,726
|
)
|
|
345,287
|
|
|||||
Issuances of restricted stock
|
|
—
|
|
|
—
|
|
|
(9,583
|
)
|
|
9,583
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of share based compensation
|
|
—
|
|
|
—
|
|
|
14,714
|
|
|
—
|
|
|
—
|
|
|
14,714
|
|
|||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,733
|
)
|
|
—
|
|
|
(12,733
|
)
|
|||||
Exercise of stock options / vesting of
restricted stock
|
|
—
|
|
|
—
|
|
|
1,115
|
|
|
2,611
|
|
|
—
|
|
|
3,726
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,341
|
)
|
|
(8,341
|
)
|
|||||
December 31, 2014 (Predecessor)
|
|
43,500,032
|
|
|
435
|
|
|
369,920
|
|
|
(12,635
|
)
|
|
(15,067
|
)
|
|
342,653
|
|
|||||
Issuances of restricted stock
|
|
—
|
|
|
—
|
|
|
(3,779
|
)
|
|
3,779
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of share based compensation
|
|
—
|
|
|
—
|
|
|
13,728
|
|
|
—
|
|
|
—
|
|
|
13,728
|
|
|||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,742
|
)
|
|
—
|
|
|
(5,742
|
)
|
|||||
Exercise of stock options / vesting of
restricted stock
|
|
—
|
|
|
—
|
|
|
(5,140
|
)
|
|
2,584
|
|
|
—
|
|
|
(2,556
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241,745
|
)
|
|
(241,745
|
)
|
|||||
December 31, 2015 (Predecessor)
|
|
43,500,032
|
|
|
435
|
|
|
374,729
|
|
|
(12,014
|
)
|
|
(256,812
|
)
|
|
106,338
|
|
|||||
Issuances of restricted stock
|
|
—
|
|
|
—
|
|
|
(5,135
|
)
|
|
5,135
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of share based compensation
|
|
—
|
|
|
—
|
|
|
17,675
|
|
|
—
|
|
|
—
|
|
|
17,675
|
|
|||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123,373
|
)
|
|
(123,373
|
)
|
|||||
Implementation of Prepackaged Plan and Application of Fresh Start Accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cancellation of Predecessor equity
|
|
(43,500,032
|
)
|
|
(435
|
)
|
|
(387,269
|
)
|
|
7,519
|
|
|
380,185
|
|
|
—
|
|
|||||
Issuances of Successor common stock and warrants
|
|
26,095,431
|
|
|
261
|
|
|
417,624
|
|
|
(3,477
|
)
|
|
—
|
|
|
414,408
|
|
|||||
Balance - December 31, 2016 (Successor)
|
|
26,095,431
|
|
|
$
|
261
|
|
|
$
|
417,624
|
|
|
$
|
(3,477
|
)
|
|
$
|
—
|
|
|
$
|
414,408
|
|
|
|
Predecessor
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(123,373
|
)
|
|
(241,745
|
)
|
|
(8,341
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
|
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
218,205
|
|
|
241,471
|
|
|
217,480
|
|
|
Goodwill impairment
|
|
646
|
|
|
81,877
|
|
|
34,703
|
|
|
Bargain purchase gain
|
|
(662
|
)
|
|
—
|
|
|
—
|
|
|
Accretion on asset retirement obligation
|
|
147
|
|
|
134
|
|
|
132
|
|
|
Change in allowance for doubtful accounts
|
|
(812
|
)
|
|
638
|
|
|
(1,643
|
)
|
|
Amortization of deferred financing costs
|
|
7,952
|
|
|
3,622
|
|
|
3,176
|
|
|
Amortization of premium on notes
|
|
(257
|
)
|
|
(261
|
)
|
|
(242
|
)
|
|
Non-cash compensation
|
|
27,723
|
|
|
13,728
|
|
|
14,714
|
|
|
Loss on disposal of assets
|
|
1,014
|
|
|
1,602
|
|
|
1,974
|
|
|
Deferred income taxes
|
|
(4,403
|
)
|
|
(131,171
|
)
|
|
87
|
|
|
Reorganization items, non-cash
|
|
(332,854
|
)
|
|
—
|
|
|
—
|
|
|
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(5,712
|
)
|
|
144,430
|
|
|
(41,143
|
)
|
|
Inventories
|
|
2,112
|
|
|
7,846
|
|
|
(9,798
|
)
|
|
Prepaid expenses and other current assets
|
|
(239
|
)
|
|
(740
|
)
|
|
(14,435
|
)
|
|
Other assets
|
|
(1,094
|
)
|
|
(767
|
)
|
|
(1,810
|
)
|
|
Accounts payable
|
|
(6,563
|
)
|
|
3,903
|
|
|
5,110
|
|
|
Income tax receivable
|
|
557
|
|
|
1,293
|
|
|
(204
|
)
|
|
Other liabilities
|
|
(4,449
|
)
|
|
1,109
|
|
|
11,303
|
|
|
Accrued expenses
|
|
70,573
|
|
|
(31,430
|
)
|
|
13,473
|
|
|
Net cash (used in) provided by operating activities
|
|
(151,489
|
)
|
|
95,539
|
|
|
224,536
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(32,689
|
)
|
|
(53,868
|
)
|
|
(236,295
|
)
|
|
Proceeds from sale of assets
|
|
3,284
|
|
|
8,109
|
|
|
39,835
|
|
|
Payments for other long-term assets
|
|
—
|
|
|
—
|
|
|
(879
|
)
|
|
Payments for businesses, net of cash acquired
|
|
—
|
|
|
(16,730
|
)
|
|
(16,090
|
)
|
|
Net cash used in investing activities
|
|
(29,405
|
)
|
|
(62,489
|
)
|
|
(213,429
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
||||
Proceeds from debt
|
|
165,000
|
|
|
8,816
|
|
|
16,000
|
|
|
Proceeds from Debtor-in-Possession Financing
|
|
38,390
|
|
|
—
|
|
|
—
|
|
|
Payments of debt
|
|
(84,881
|
)
|
|
(68,635
|
)
|
|
(47,894
|
)
|
|
Change in restricted cash
|
|
(2,429
|
)
|
|
—
|
|
|
—
|
|
|
Proceeds from Rights Offering
|
|
125,000
|
|
|
—
|
|
|
—
|
|
|
Change in treasury stock
|
|
2,837
|
|
|
(5,742
|
)
|
|
(12,733
|
)
|
|
Tax withholding from exercise of stock options
|
|
—
|
|
|
(3
|
)
|
|
(362
|
)
|
|
Exercise of employee stock options
|
|
—
|
|
|
727
|
|
|
4,646
|
|
|
Deferred loan costs and other financing activities
|
|
(10,880
|
)
|
|
(1,396
|
)
|
|
(2,381
|
)
|
|
Net cash provided by (used in) financing activities
|
|
233,037
|
|
|
(66,233
|
)
|
|
(42,724
|
)
|
|
Net increase (decrease) in cash and equivalents
|
|
52,143
|
|
|
(33,183
|
)
|
|
(31,617
|
)
|
|
Cash and cash equivalents - beginning of year
|
|
46,732
|
|
|
79,915
|
|
|
111,532
|
|
|
Cash and cash equivalents - end of year (2016: Successor; 2015 and 2014: Predecessor)
|
|
$
|
98,875
|
|
|
46,732
|
|
|
79,915
|
|
Enterprise value
|
$
|
525,000
|
|
Plus: Cash and cash equivalents and restricted cash
|
101,304
|
|
|
Plus: Non-operating assets
|
11,324
|
|
|
Fair value of invested capital
|
637,628
|
|
|
Less: Fair value of Term Loan
|
(152,838
|
)
|
|
Less: Fair value of Capital Leases
|
(70,382
|
)
|
|
Stockholders' equity at December 31, 2016
|
$
|
414,408
|
|
Shares outstanding at December 31, 2016
|
25,998,844
|
|
|
|
|
||
Per share value
|
$
|
15.94
|
|
Stock price
|
$14.66
|
|
Strike price
|
$55.25
|
|
Expected volatility
|
55.7
|
%
|
Expected dividend rate
|
—
|
|
Risk free interest rate
|
2.35
|
%
|
Expiration date
|
December 23, 2023
|
|
Enterprise Value
|
$
|
525,000
|
|
Plus: Cash and cash equivalents and restricted cash
|
101,304
|
|
|
Plus: Other non-operating assets
|
11,324
|
|
|
Fair Value of Invested Capital
|
637,628
|
|
|
Plus: Current liabilities, excluding current portion of long-term debt
|
101,353
|
|
|
Plus: Non-current liabilities
|
29,179
|
|
|
Reorganization Value of Successor Assets
|
$
|
768,160
|
|
|
|
As of December 31, 2016
|
||||||||||||||||
|
|
Predecessor Company
|
|
Reorganization Adjustments
|
|
|
Fresh Start Adjustments
|
|
|
Successor Company
|
||||||||
|
|
(in thousands, except share amounts)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
27,308
|
|
|
$
|
71,567
|
|
A
|
|
$
|
—
|
|
|
|
$
|
98,875
|
|
Restricted cash
|
|
8,391
|
|
|
(5,962
|
)
|
B
|
|
—
|
|
|
|
2,429
|
|
||||
Trade accounts receivable
|
|
108,655
|
|
|
—
|
|
|
|
—
|
|
|
|
108,655
|
|
||||
Accounts receivable - related parties
|
|
31
|
|
|
—
|
|
|
|
—
|
|
|
|
31
|
|
||||
Income tax receivable
|
|
1,271
|
|
|
—
|
|
|
|
—
|
|
|
|
1,271
|
|
||||
Inventories
|
|
35,691
|
|
|
—
|
|
|
|
—
|
|
|
|
35,691
|
|
||||
Prepaid expenses
|
|
15,575
|
|
|
—
|
|
|
|
—
|
|
|
|
15,575
|
|
||||
Other current assets
|
|
8,506
|
|
|
—
|
|
|
|
(6,503
|
)
|
M
|
|
2,003
|
|
||||
Total current assets
|
|
205,428
|
|
|
65,605
|
|
|
|
(6,503
|
)
|
|
|
264,530
|
|
||||
Property and equipment, net
|
|
667,239
|
|
|
—
|
|
|
|
(178,391
|
)
|
N
|
|
488,848
|
|
||||
Deferred debt costs, net of amortization
|
|
1,249
|
|
|
66
|
|
C
|
|
(1,315
|
)
|
O
|
|
—
|
|
||||
Other intangible assets, net of amortization
|
|
57,227
|
|
|
—
|
|
|
|
(53,769
|
)
|
P
|
|
3,458
|
|
||||
Other assets
|
|
11,324
|
|
|
—
|
|
|
|
—
|
|
|
|
11,324
|
|
||||
Total assets
|
|
$
|
942,467
|
|
|
$
|
65,671
|
|
|
|
$
|
(239,978
|
)
|
|
|
$
|
768,160
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities not subject to compromise:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
|
$
|
47,932
|
|
|
$
|
27
|
|
D
|
|
$
|
—
|
|
|
|
$
|
47,959
|
|
Accrued expenses
|
|
65,056
|
|
|
(13,879
|
)
|
E
|
|
152
|
|
|
|
51,329
|
|
||||
Current portion of long-term debt
|
|
76,865
|
|
|
(36,740
|
)
|
F
|
|
(1,657
|
)
|
Q
|
|
38,468
|
|
||||
Other current liabilities
|
|
2,065
|
|
|
—
|
|
|
|
—
|
|
|
|
2,065
|
|
||||
Total current liabilities
|
|
191,918
|
|
|
(50,592
|
)
|
|
|
(1,505
|
)
|
|
|
139,821
|
|
||||
Long-term liabilities not subject to compromise:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
|
39,570
|
|
|
162,525
|
|
G
|
|
(17,343
|
)
|
R
|
|
184,752
|
|
||||
Deferred tax liabilities
|
|
663
|
|
|
—
|
|
|
|
(663
|
)
|
S
|
|
—
|
|
||||
Other long-term liabilities
|
|
29,179
|
|
|
—
|
|
|
|
—
|
|
|
|
29,179
|
|
||||
Total liabilities not subject to compromise
|
|
261,330
|
|
|
111,933
|
|
|
|
(19,511
|
)
|
|
|
353,752
|
|
||||
Liabilities subject to compromise
|
|
979,437
|
|
|
(979,437
|
)
|
H
|
|
—
|
|
|
|
—
|
|
||||
Total liabilities
|
|
1,240,767
|
|
|
(867,504
|
)
|
|
|
(19,511
|
)
|
|
|
353,752
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Predecessor common stock, $0.01 par value:
|
|
435
|
|
|
(435
|
)
|
I
|
|
—
|
|
|
|
—
|
|
||||
Predecessor paid-in capital
|
|
387,269
|
|
|
—
|
|
|
|
(387,269
|
)
|
J
|
|
—
|
|
||||
Predecessor treasury stock
|
|
(7,519
|
)
|
|
7,519
|
|
L
|
|
—
|
|
|
|
—
|
|
||||
Successor preferred stock, $0.01 par value:
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||
Successor common stock; $0.01 par value;
|
|
—
|
|
|
261
|
|
I
|
|
—
|
|
|
|
261
|
|
||||
Successor additional paid-in capital
|
|
—
|
|
|
410,540
|
|
J
|
|
7,084
|
|
J
|
|
417,624
|
|
||||
Retained deficit
|
|
(678,485
|
)
|
|
518,767
|
|
K
|
|
159,718
|
|
T
|
|
—
|
|
||||
Successor treasury stock
|
|
—
|
|
|
(3,477
|
)
|
L
|
|
—
|
|
|
|
(3,477
|
)
|
||||
Total stockholders' equity
|
|
$
|
(298,300
|
)
|
|
$
|
933,175
|
|
|
|
$
|
(220,467
|
)
|
|
|
$
|
414,408
|
|
Total liabilities and stockholder's equity
|
|
$
|
942,467
|
|
|
$
|
65,671
|
|
|
|
$
|
(239,978
|
)
|
|
|
$
|
768,160
|
|
Record receipt of $125 million under the Rights Offering for New Convertible Notes deemed to have been converted to Successor Common Stock
|
$
|
125,000
|
|
Capital Lease Fees & Expenses
|
(62
|
)
|
|
Creditors' professional fees transferred to Fee Escrow Account
|
(6,630
|
)
|
|
Debtors' professional fees transferred to Fee Escrow Account
|
(9,526
|
)
|
|
Fees for establishing the Fee Escrow Account
|
(5
|
)
|
|
Payment of ABL Facility Claims on account of fees, charges, or other amounts payable under the ABL Credit Agreement.
|
(66
|
)
|
|
Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
|
(618
|
)
|
|
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
|
(41
|
)
|
|
Payment of closing fees & expenses for the Amended and Restated ABL Credit Agreement
|
(1,610
|
)
|
|
Payment of Debtor in Possession Facility Claims, Fees and Accrued Interest
|
(40,296
|
)
|
|
Payment of Fees and Expenses under Debtor in Possession Facility Order
|
(452
|
)
|
|
Payments to 2019 & 2022 Notes Indenture Trustees
|
(89
|
)
|
|
Release of restricted cash to unrestricted cash
|
5,962
|
|
|
Net Cash Receipts
|
$
|
71,567
|
|
Debtors' professional fees transferred to Fee Escrow Account
|
$
|
9,526
|
|
Creditors' professional fees transferred to Fee Escrow Account
|
6,630
|
|
|
Payment of Debtor in Possession Facility Claims
|
1,907
|
|
|
Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
|
618
|
|
|
Payment of Fees and Expenses under Debtor in Possession Facility Order
|
452
|
|
|
Payments to 2019 & 2022 Notes Indenture Trustees
|
89
|
|
|
Income tax withholding
|
(3,477
|
)
|
|
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
|
(1,866
|
)
|
|
Net Payment of Accrued Expenses
|
$
|
13,879
|
|
Outstanding principal amount of Term Loan
|
$
|
164,175
|
|
Accrued interest on Term Loan
|
1,866
|
|
|
Outstanding Unsecured Notes
|
775,000
|
|
|
Accrued interest on Unsecured Notes
|
38,396
|
|
|
Balance of Liabilities Subject to Compromise
|
979,437
|
|
|
|
|
||
To reinstate the outstanding principal amount of Term Loan under the Amended and Restated Term Loan Facility.
|
$
|
(164,175
|
)
|
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
|
(1,866
|
)
|
|
Record issuance of equity to holders of Unsecured Notes
|
(273,103
|
)
|
|
Recoveries pursuant to the Prepackaged Plan
|
(439,144
|
)
|
|
|
|
||
Net Gain on Debt Discharge
|
$
|
540,293
|
|
|
|
|
|
Shares Issued
|
|
Rights Offering
|
|
|
|
10,825,620
|
|
Stock to Predecessor shareholders
|
|
|
|
75,001
|
|
Management Incentive Plan (MIP)
|
|
|
|
269,810
|
|
Stock to Senior Note claimants
|
|
|
|
14,925,000
|
|
Total Successor Shares Issued
|
|
|
|
26,095,431
|
|
Net Gain on Debt discharge
|
|
$
|
540,293
|
|
Capital lease fees and expenses
|
|
(62
|
)
|
|
Fees for establishing the fee escrow account
|
|
(5
|
)
|
|
Issuance of warrants per terms of the Plan and the Warrant Agreement
|
|
(8,358
|
)
|
|
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
|
|
(42
|
)
|
|
Payment of closing fees and expenses for the Amended and Restated ABL Credit Agreement
|
|
(1,610
|
)
|
|
Record distribution of 0.5% of the 15 million shares of Successor Common Stock
(subject to dilution) to holders of Existing Equity Interests.
|
|
(1,372
|
)
|
|
Restricted stock amortization expense
|
|
(216
|
)
|
|
Record issuance of shares for initially vested RSUs under MIP
|
|
(9,861
|
)
|
|
Net retained earnings impact resulting from implementation of the Prepackaged Plan
|
|
$
|
518,767
|
|
|
Successor
|
Predecessor
|
||||
Land
|
$
|
21,010
|
|
$
|
22,135
|
|
Buildings and improvements
|
39,588
|
|
74,263
|
|
||
Well service units and equipment
|
96,365
|
|
349,001
|
|
||
Fracturing/test tanks
|
75,506
|
|
354,398
|
|
||
Pumping equipment
|
85,247
|
|
345,991
|
|
||
Fluid services equipment
|
57,359
|
|
265,599
|
|
||
Disposal facilities
|
47,507
|
|
161,220
|
|
||
Contract drilling equipment
|
12,257
|
|
112,289
|
|
||
Rental equipment
|
32,582
|
|
96,724
|
|
||
Light vehicles
|
12,722
|
|
65,434
|
|
||
Software
|
641
|
|
21,914
|
|
||
Other
|
3,885
|
|
13,533
|
|
||
Construction equipment
|
1,485
|
|
15,223
|
|
||
Brine and fresh water stations
|
2,694
|
|
16,035
|
|
||
|
488,848
|
|
1,913,759
|
|
||
Less accumulated depreciation and amortization
|
—
|
|
1,246,520
|
|
||
Total
|
$
|
488,848
|
|
$
|
667,239
|
|
Retained Deficit Adjustments
|
|
|
||
Eliminate historical loss from Predecessor
|
|
$
|
(678,485
|
)
|
Eliminate retained deficit due to Prepackaged Plan Effects upon emergence
|
|
518,767
|
|
|
Net retained deficit impact of fresh start accounting
|
|
$
|
(159,718
|
)
|
|
|
|
Predecessor
|
||
|
|
|
Period from January 1, 2016 to December 31, 2016
|
||
Net gain on debt discharge
|
|
|
$
|
540,293
|
|
Change in assets resulting from fresh start adjustments
|
|
(220,467
|
)
|
||
Professional fees
|
|
(19,693
|
)
|
||
Write-off of debt issuance costs
|
|
(23,319
|
)
|
||
Fair value of warrants issued to Predecessor stockholders
|
|
(8,358
|
)
|
||
Distribution of Successor Company equity to Predecessor Company equity holders
|
|
(1,372
|
)
|
||
DIP credit agreement financing costs
|
|
(669
|
)
|
||
Other costs
|
|
|
(2,109
|
)
|
|
Total
|
|
|
$
|
264,306
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Fair Value
|
|
December 31, 2016
|
|
|
December 31, 2015
|
||||||||||||
|
Hierarchy Level
|
|
Carrying Amount
|
|
Fair Value
|
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
7.75% Senior Notes due 2019, excluding premium
|
1
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
475,000
|
|
|
$
|
399,000
|
|
7.75% Senior Notes due 2022, excluding premium
|
1
|
|
—
|
|
|
—
|
|
|
|
300,000
|
|
|
238,500
|
|
||||
Term Loan
|
3
|
|
152,838
|
|
|
152,838
|
|
|
|
—
|
|
|
—
|
|
||||
Capital Leases
|
3
|
|
70,382
|
|
|
70,382
|
|
|
|
111,063
|
|
|
111,063
|
|
||||
Warrants
|
3
|
|
8,358
|
|
|
8,358
|
|
|
|
—
|
|
|
—
|
|
Buildings and improvements
|
20-30 years
|
Well service units and equipment
|
3-15 years
|
Fluid services equipment
|
5-10 years
|
Brine and fresh water stations
|
15 years
|
Fracturing/test tanks
|
10 years
|
Pumping equipment
|
5-10 years
|
Construction equipment
|
3-10 years
|
Contract drilling equipment
|
3-10 years
|
Disposal facilities
|
10-15 years
|
Vehicles
|
3-7 years
|
Rental equipment
|
2-15 years
|
Aircraft
|
10 years
|
Software and computers
|
3 years
|
|
Completion
|
||
|
and Remedial
|
||
|
Services
|
||
Balance as of December 31, 2015
|
$
|
—
|
|
Goodwill adjustments
|
646
|
|
|
Goodwill impairment
|
(646
|
)
|
|
Balance as of December 31, 2016
|
$
|
—
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31, 2016
|
|
|
December 31, 2015
|
||||
Customer relationships
|
|
$
|
—
|
|
|
|
$
|
92,660
|
|
Non-Compete agreements
|
|
—
|
|
|
|
13,057
|
|
||
Trade names
|
|
3,410
|
|
|
|
1,939
|
|
||
Other intangible assets
|
|
48
|
|
|
|
2,086
|
|
||
|
|
3,458
|
|
|
|
109,742
|
|
||
Less accumulated amortization
|
|
—
|
|
|
|
42,997
|
|
||
Intangible assets subject to amortization, net
|
|
$
|
3,458
|
|
|
|
$
|
66,745
|
|
|
Amortization
|
||
|
Expense
|
||
2017
|
$
|
237
|
|
2018
|
237
|
|
|
2019
|
237
|
|
|
2020
|
237
|
|
|
2021
|
237
|
|
|
Thereafter
|
2,273
|
|
|
|
$
|
3,458
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31,
|
|
|
December 31,
|
||||
|
|
2016
|
|
|
2015
|
||||
Land
|
|
$
|
21,010
|
|
|
|
$
|
19,893
|
|
Buildings and improvements
|
|
39,588
|
|
|
|
73,599
|
|
||
Well service units and equipment
|
|
96,365
|
|
|
|
488,003
|
|
||
Fracturing/test tanks
|
|
75,506
|
|
|
|
363,346
|
|
||
Pumping equipment
|
|
85,247
|
|
|
|
345,938
|
|
||
Fluid services equipment
|
|
57,359
|
|
|
|
268,249
|
|
||
Disposal facilities
|
|
47,507
|
|
|
|
166,371
|
|
||
Contract drilling equipment
|
|
12,257
|
|
|
|
112,068
|
|
||
Rental equipment
|
|
32,582
|
|
|
|
94,970
|
|
||
Light vehicles
|
|
12,722
|
|
|
|
67,521
|
|
||
Software
|
|
641
|
|
|
|
21,920
|
|
||
Other
|
|
3,885
|
|
|
|
16,672
|
|
||
Construction equipment
|
|
1,485
|
|
|
|
15,174
|
|
||
Brine and fresh water stations
|
|
2,694
|
|
|
|
13,761
|
|
||
|
|
488,848
|
|
|
|
2,067,485
|
|
||
Less accumulated depreciation and amortization
|
|
—
|
|
|
|
1,221,195
|
|
||
Property and equipment, net
|
|
$
|
488,848
|
|
|
|
$
|
846,290
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31,
|
|
|
December 31,
|
||||
|
|
2016
|
|
|
2015
|
||||
Fluid services equipment
|
|
$
|
29,372
|
|
|
|
$
|
129,459
|
|
Pumping equipment
|
|
12,806
|
|
|
|
43,573
|
|
||
Light vehicles
|
|
5,729
|
|
|
|
33,424
|
|
||
Contract drilling equipment
|
|
999
|
|
|
|
6,493
|
|
||
Well service units and equipment
|
|
—
|
|
|
|
541
|
|
||
Construction equipment
|
|
28
|
|
|
|
288
|
|
||
|
|
48,934
|
|
|
|
213,778
|
|
||
Less accumulated amortization
|
|
—
|
|
|
|
82,679
|
|
||
|
|
$
|
48,934
|
|
|
|
$
|
131,099
|
|
|
Closing Date
|
Total Cash Paid (net of cash acquired)
|
||
|
|
|
||
Pioneer Fishing and Rental, Inc.
|
September 17, 2014
|
$
|
16,090
|
|
Total 2014
|
|
$
|
16,090
|
|
|
|
|
||
Harbor Resources, LLC
|
July 17, 2015
|
$
|
4,500
|
|
Aerion Rental, LLC
|
July 24, 2015
|
1,997
|
|
|
Grey Rock Pressure Pumping, LLC
|
August 31, 2015
|
10,233
|
|
|
Total 2015
|
|
$
|
16,730
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31,
|
|
|
December 31,
|
||||
|
|
2016
|
|
|
2015
|
||||
Credit Facilities:
|
|
|
|
|
|
||||
Term Loan
|
|
$
|
164,175
|
|
|
|
$
|
—
|
|
7.75% Senior Notes due 2019
|
|
—
|
|
|
|
475,000
|
|
||
7.75% Senior Notes due 2022
|
|
—
|
|
|
|
300,000
|
|
||
Capital leases and other notes
|
|
78,046
|
|
|
|
111,063
|
|
||
Unamortized discounts (premiums)
|
|
(19,001
|
)
|
|
|
(8,748
|
)
|
||
|
|
223,220
|
|
|
|
877,315
|
|
||
Less current portion
|
|
38,468
|
|
|
|
48,651
|
|
||
Long-term debt
|
|
$
|
184,752
|
|
|
|
$
|
828,664
|
|
•
|
incur indebtedness;
|
•
|
grant liens;
|
•
|
enter into sale and leaseback transactions;
|
•
|
make loans, capital expenditures, acquisitions and investments;
|
•
|
change the nature of business;
|
•
|
acquire or sell assets or consolidate or merge with or into other companies;
|
•
|
declare or pay dividends;
|
•
|
enter into transactions with affiliates;
|
•
|
enter into burdensome agreements;
|
•
|
prepay, redeem or modify or terminate other indebtedness;
|
•
|
change accounting policies and reporting practices;
|
•
|
amend organizational documents; and
|
•
|
use proceeds to fund any activities of or business with any person that is the subject of governmental sanctions.
|
|
|
Debt
|
|
Capital Leases
|
||||
2017
|
|
$
|
1,650
|
|
|
$
|
39,345
|
|
2018
|
|
1,650
|
|
|
33,646
|
|
||
2019
|
|
1,650
|
|
|
8,168
|
|
||
2020
|
|
1,650
|
|
|
1,123
|
|
||
2021
|
|
157,575
|
|
|
—
|
|
||
Thereafter
|
|
—
|
|
|
—
|
|
||
|
|
$
|
164,175
|
|
|
$
|
82,282
|
|
|
|
Predecessor
|
||||||||||
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash payments for interest
|
|
$
|
49,621
|
|
|
$
|
61,587
|
|
|
$
|
61,873
|
|
Commitment and other fees paid
|
|
2,898
|
|
|
2,484
|
|
|
2,767
|
|
|||
Amortization of debt issuance costs and premium on senior secured notes
|
|
9,295
|
|
|
3,362
|
|
|
2,934
|
|
|||
Change in accrued interest
|
|
34,719
|
|
|
563
|
|
|
(269
|
)
|
|||
Capitalized interest
|
|
—
|
|
|
(139
|
)
|
|
(349
|
)
|
|||
Other
|
|
92
|
|
|
107
|
|
|
86
|
|
|||
Total interest expense
|
|
$
|
96,625
|
|
|
$
|
67,964
|
|
|
$
|
67,042
|
|
|
Year ended
|
||
|
December 31, 2016
|
||
|
|
||
2017
|
$
|
4,805
|
|
2018
|
3,935
|
|
|
2019
|
3,324
|
|
|
2020
|
2,001
|
|
|
2021
|
1,646
|
|
|
Thereafter
|
1,789
|
|
|
Total
|
$
|
17,500
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31, 2016
|
|
|
December 31, 2015
|
||||
Compensation related
|
|
$
|
18,744
|
|
|
|
$
|
14,048
|
|
Workers' compensation self-insured risk reserve
|
|
6,956
|
|
|
|
7,481
|
|
||
Health self-insured risk reserve
|
|
3,753
|
|
|
|
3,935
|
|
||
Accrual for receipts
|
|
4,178
|
|
|
|
5,320
|
|
||
Ad valorem taxes
|
|
2,626
|
|
|
|
2,078
|
|
||
Sales tax
|
|
1,652
|
|
|
|
1,634
|
|
||
Insurance obligations
|
|
9,576
|
|
|
|
3,769
|
|
||
Professional fee accrual
|
|
946
|
|
|
|
729
|
|
||
Fuel accrual
|
|
958
|
|
|
|
693
|
|
||
Accrued interest
|
|
1,940
|
|
|
|
19,693
|
|
||
|
|
$
|
51,329
|
|
|
|
$
|
59,380
|
|
|
|
Predecessor Stock Option Awards
|
|||||||||
|
|
|
|
|
|
Weighted
|
|
|
|||
|
|
|
|
Weighted
|
|
Average
|
|
Aggregate
|
|||
|
|
Number of
|
|
Average
|
|
Remaining
|
|
Intrinsic
|
|||
|
|
Options
|
|
Exercise
|
|
Contractual
|
|
Value
|
|||
|
|
Granted
|
|
Price
|
|
Term (Years)
|
|
(000's)
|
|||
Non-statutory stock options:
|
|
|
|
|
|
|
|
|
|||
Outstanding, beginning of period
|
|
175,000
|
|
|
$
|
26.29
|
|
|
|
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Options forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options expired
|
|
(152,000
|
)
|
|
$
|
26.84
|
|
|
|
|
|
Outstanding, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.19
|
|
—
|
Exercisable, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.19
|
|
—
|
Vested or expected to vest, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.19
|
|
—
|
|
|
Predecessor Plan
|
|||||
|
|
|
|
Weighted Average
|
|||
|
|
Number of
|
|
Grant Date Fair
|
|||
|
|
Shares
|
|
Value Per Share
|
|||
Nonvested at beginning of period
|
|
1,967,376
|
|
|
$
|
14.34
|
|
Granted during period
|
|
790,263
|
|
|
2.73
|
|
|
Vested during period
|
|
(860,104
|
)
|
|
15.04
|
|
|
Forfeited during period
|
|
(9,044
|
)
|
|
24.05
|
|
|
Nonvested at end of period
|
|
1,888,491
|
|
|
$
|
9.12
|
|
|
|
|
|
|
|
Weighted
|
|
|
|||
|
|
|
|
Weighted
|
|
Average
|
|
Aggregate
|
|||
|
|
Number of
|
|
Average
|
|
Remaining
|
|
Intrinsic
|
|||
|
|
Options
|
|
Exercise
|
|
Contractual
|
|
Value
|
|||
|
|
Granted
|
|
Price
|
|
Term (Years)
|
|
(000's)
|
|||
Non-statutory stock options:
|
|
|
|
|
|
|
|
|
|||
Outstanding, beginning of period
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options granted
|
|
323,770
|
|
|
36.55
|
|
|
|
|
|
|
Options forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options expired
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Outstanding, end of period
|
|
323,770
|
|
|
$
|
36.55
|
|
|
9.98
|
|
—
|
Exercisable, end of period
|
|
—
|
|
|
|
|
|
|
|
—
|
|
Vested or expected to vest, end of period
|
|
323,770
|
|
|
$
|
36.55
|
|
|
9.98
|
|
—
|
|
|
|
|
Weighted Average
|
|||
|
|
Number of
|
|
Grant Date Fair
|
|||
|
|
Units
|
|
Value Per Unit
|
|||
Nonvested at beginning of period
|
|
—
|
|
|
$
|
—
|
|
Granted during period
|
|
809,416
|
|
|
36.55
|
|
|
Vested during period
|
|
(269,810
|
)
|
|
36.55
|
|
|
Forfeited during period
|
|
—
|
|
|
—
|
|
|
Nonvested at end of period
|
|
539,606
|
|
|
$
|
36.55
|
|
|
|
Predecessor
|
||||||||||
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator (both basic and diluted):
|
|
|
|
|
|
|
||||||
Net loss available to common stockholders
|
|
$
|
(123,373
|
)
|
|
$
|
(241,745
|
)
|
|
$
|
(8,341
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for basic earnings per share
|
|
41,998,669
|
|
|
40,505,429
|
|
|
41,165,940
|
|
|||
Denominator for diluted earnings per share
|
|
41,998,669
|
|
|
40,505,429
|
|
|
41,165,940
|
|
|||
|
|
|
|
|
|
|
||||||
Basic loss per common share:
|
|
$
|
(2.94
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
||||||
Diluted loss per common share:
|
|
$
|
(2.94
|
)
|
|
$
|
(5.97
|
)
|
|
$
|
(0.20
|
)
|
|
|
Predecessor
|
|||||||
|
|
Years ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
—
|
|
|
26,527
|
|
|
159,888
|
|
Unvested restricted stock
|
|
211,363
|
|
|
643,351
|
|
|
967,200
|
|
|
|
211,363
|
|
|
669,878
|
|
|
1,127,088
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
Capital leases issued for equipment
|
|
$
|
5,652
|
|
|
$
|
24,768
|
|
|
$
|
75,198
|
|
Asset retirement obligation additions
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
|
Completion and
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Remedial
|
|
Fluid
|
|
Well
|
|
Contract
|
|
Corporate
|
|
|
||||||||||||
|
|
Services
|
|
Services
|
|
Servicing
|
|
Drilling
|
|
and Other
|
|
Total
|
||||||||||||
Predecessor Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues
|
|
$
|
184,567
|
|
|
$
|
191,725
|
|
|
$
|
163,966
|
|
|
$
|
7,239
|
|
|
$
|
—
|
|
|
$
|
547,497
|
|
Direct operating costs
|
|
(158,762
|
)
|
|
(161,535
|
)
|
|
(140,274
|
)
|
|
(7,079
|
)
|
|
—
|
|
|
(467,650
|
)
|
||||||
Segment profits
|
|
$
|
25,805
|
|
|
$
|
30,190
|
|
|
$
|
23,692
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
79,847
|
|
Depreciation and amortization
|
|
$
|
87,736
|
|
|
$
|
57,119
|
|
|
$
|
48,703
|
|
|
$
|
6,304
|
|
|
$
|
18,343
|
|
|
$
|
218,205
|
|
Capital expenditures, (excluding acquisitions)
|
|
$
|
8,315
|
|
|
$
|
17,324
|
|
|
$
|
8,727
|
|
|
$
|
276
|
|
|
$
|
3,698
|
|
|
$
|
38,340
|
|
Successor identifiable assets
|
|
$
|
215,034
|
|
|
$
|
128,725
|
|
|
$
|
125,474
|
|
|
$
|
14,121
|
|
|
$
|
284,806
|
|
|
$
|
768,160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Predecessor Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues
|
|
$
|
307,550
|
|
|
$
|
258,597
|
|
|
$
|
217,245
|
|
|
$
|
22,207
|
|
|
$
|
—
|
|
|
$
|
805,599
|
|
Direct operating costs
|
|
(245,069
|
)
|
|
(196,155
|
)
|
|
(184,952
|
)
|
|
(16,680
|
)
|
|
—
|
|
|
(642,856
|
)
|
||||||
Segment profits
|
|
$
|
62,481
|
|
|
$
|
62,442
|
|
|
$
|
32,293
|
|
|
$
|
5,527
|
|
|
$
|
—
|
|
|
$
|
162,743
|
|
Depreciation and amortization
|
|
$
|
83,882
|
|
|
$
|
71,280
|
|
|
$
|
60,466
|
|
|
$
|
14,083
|
|
|
$
|
11,760
|
|
|
$
|
241,471
|
|
Capital expenditures, (excluding acquisitions)
|
|
$
|
22,384
|
|
|
$
|
19,950
|
|
|
$
|
18,732
|
|
|
$
|
2,431
|
|
|
$
|
6,323
|
|
|
$
|
69,820
|
|
Predecessor identifiable assets
|
|
$
|
365,574
|
|
|
$
|
257,036
|
|
|
$
|
233,293
|
|
|
$
|
51,930
|
|
|
$
|
230,348
|
|
|
$
|
1,138,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Predecessor Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating revenues
|
|
$
|
698,917
|
|
|
$
|
369,774
|
|
|
$
|
361,683
|
|
|
$
|
60,910
|
|
|
$
|
—
|
|
|
$
|
1,491,284
|
|
Direct operating costs
|
|
(434,457
|
)
|
|
(265,105
|
)
|
|
(270,344
|
)
|
|
(41,513
|
)
|
|
—
|
|
|
(1,011,419
|
)
|
||||||
Segment profits
|
|
$
|
264,460
|
|
|
$
|
104,669
|
|
|
$
|
91,339
|
|
|
$
|
19,397
|
|
|
$
|
—
|
|
|
$
|
479,865
|
|
Depreciation and amortization
|
|
$
|
74,924
|
|
|
$
|
64,445
|
|
|
$
|
55,131
|
|
|
$
|
12,773
|
|
|
$
|
10,207
|
|
|
$
|
217,480
|
|
Capital expenditures, (excluding acquisitions)
|
|
$
|
168,017
|
|
|
$
|
71,112
|
|
|
$
|
54,858
|
|
|
$
|
9,311
|
|
|
$
|
8,196
|
|
|
$
|
311,494
|
|
Predecessor identifiable assets
|
|
$
|
514,842
|
|
|
$
|
299,542
|
|
|
$
|
276,696
|
|
|
$
|
60,362
|
|
|
$
|
445,735
|
|
|
$
|
1,597,177
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment profits
|
|
$
|
79,847
|
|
|
$
|
162,743
|
|
|
$
|
479,865
|
|
General and administrative expenses
|
|
(135,331
|
)
|
|
(143,458
|
)
|
|
(167,301
|
)
|
|||
Depreciation and amortization
|
|
(218,205
|
)
|
|
(241,471
|
)
|
|
(217,480
|
)
|
|||
Loss on disposal of assets
|
|
(1,014
|
)
|
|
(1,602
|
)
|
|
(1,974
|
)
|
|||
Restructuring costs
|
|
(20,743
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
|
(646
|
)
|
|
(81,877
|
)
|
|
(34,703
|
)
|
|||
Operating (loss) income
|
|
$
|
(296,092
|
)
|
|
$
|
(305,665
|
)
|
|
$
|
58,407
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(151
|
)
|
|
$
|
151
|
|
State
|
|
521
|
|
|
(9
|
)
|
|
842
|
|
|||
Total
|
|
521
|
|
|
(160
|
)
|
|
993
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
Federal
|
|
(4,486
|
)
|
|
(127,482
|
)
|
|
(1,015
|
)
|
|||
State
|
|
82
|
|
|
(3,688
|
)
|
|
543
|
|
|||
Total
|
|
(4,404
|
)
|
|
(131,170
|
)
|
|
(472
|
)
|
|||
Total income tax expense (benefit)
|
|
$
|
(3,883
|
)
|
|
$
|
(131,330
|
)
|
|
$
|
521
|
|
|
|
Years ended December 31,
|
|||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||
Statutory federal income tax
|
|
$
|
(44,540
|
)
|
|
$
|
(130,576
|
)
|
|
$
|
(2,737
|
)
|
|
Meals and entertainment
|
|
522
|
|
|
684
|
|
|
825
|
|
||||
State taxes, net of federal benefit
|
|
(6,778
|
)
|
|
(3,698
|
)
|
|
1,093
|
|
||||
Valuation allowance
|
|
188,970
|
|
|
—
|
|
—
|
|
—
|
|
|||
Cancellation of debt income
|
|
(178,017
|
)
|
|
—
|
|
—
|
|
—
|
|
|||
Bankruptcy transaction costs
|
|
9,783
|
|
|
—
|
|
—
|
|
—
|
|
|||
Tax basis adjustments
|
|
17,981
|
|
|
—
|
|
—
|
|
—
|
|
|||
Goodwill impairment
|
|
—
|
|
|
2,833
|
|
|
1,380
|
|
||||
Changes in estimates and other
|
|
8,196
|
|
|
(573
|
)
|
|
(40
|
)
|
||||
|
|
$
|
(3,883
|
)
|
|
$
|
(131,330
|
)
|
|
$
|
521
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
December 31, 2016
|
|
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||||
Operating loss carryforward
|
|
$
|
208,973
|
|
|
|
$
|
130,826
|
|
Goodwill and intangibles
|
|
49,380
|
|
|
|
32,992
|
|
||
Accrued liabilities
|
|
12,351
|
|
|
|
14,028
|
|
||
Deferred debt costs
|
|
5,158
|
|
|
|
130,827
|
|
||
Deferred compensation
|
|
79
|
|
|
|
12,988
|
|
||
Receivables allowance
|
|
680
|
|
|
|
976
|
|
||
Asset retirement obligation
|
|
859
|
|
|
|
672
|
|
||
Inventory
|
|
167
|
|
|
|
164
|
|
||
Valuation Allowances
|
|
(189,185
|
)
|
|
|
(878
|
)
|
||
Total deferred tax assets
|
|
$
|
88,462
|
|
|
|
$
|
322,595
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||||
Property and equipment
|
|
(88,450
|
)
|
|
|
(195,211
|
)
|
||
Prepaid expenses
|
|
(12
|
)
|
|
|
(1,623
|
)
|
||
Total deferred tax liabilities
|
|
$
|
(88,462
|
)
|
|
|
$
|
(196,834
|
)
|
Net deferred tax liability
|
|
$
|
—
|
|
|
|
$
|
125,761
|
|
Recognized as:
|
|
|
|
|
|
||||
Deferred tax assets - current
|
|
—
|
|
|
|
13,484
|
|
||
Deferred tax liabilities - non-current
|
|
—
|
|
|
|
(18,550
|
)
|
||
Net deferred tax liabilities
|
|
$
|
—
|
|
|
|
$
|
(5,066
|
)
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
|
|
Charged to
|
|
Charged to
|
|
|
|
Balance at
|
||||||||||
|
|
Beginning of
|
|
Costs and
|
|
Other
|
|
Deductions
|
|
End of
|
||||||||||
Description
|
|
Period
|
|
Expenses (a)
|
|
Accounts (b)
|
|
(c)
|
|
Period
|
||||||||||
(in thousands)
|
||||||||||||||||||||
Successor Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Bad Debt
|
|
$
|
2,670
|
|
|
$
|
1,099
|
|
|
$
|
(1,858
|
)
|
|
$
|
(1,911
|
)
|
|
$
|
—
|
|
Predecessor Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Bad Debt
|
|
$
|
2,032
|
|
|
$
|
2,850
|
|
|
$
|
—
|
|
|
$
|
(2,212
|
)
|
|
$
|
2,670
|
|
Predecessor Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Bad Debt
|
|
$
|
3,675
|
|
|
$
|
1,244
|
|
|
—
|
|
|
$
|
(2,887
|
)
|
|
$
|
2,032
|
|
BASIC ENERGY SERVICES, INC.
|
|
|
|
By:
|
/s/ T. M. “Roe” Patterson
|
|
Name: T. M. “Roe” Patterson
|
|
Title: President, Chief Executive Officer and
|
|
Director
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ T. M. "Roe" Patterson
|
|
President, Chief Executive Officer and
|
|
March 31, 2017
|
T.M. "Roe" Patterson
|
|
Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Alan Krenek
|
|
Senior Vice President,
|
|
March 31, 2017
|
Alan Krenek
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Chief Financial Officer,
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Treasurer and Secretary
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(Principal Financial Officer)
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/s/ John Cody Bissett
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Vice President, Controller and
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March 31, 2017
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John Cody Bissett
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Chief Accounting Officer
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(Principal Accounting Officer)
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/s/ Timothy H. Day
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Chairman of the Board
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March 31, 2017
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Timothy H. Day
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s/ John Jackson
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Director
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March 31, 2017
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John Jackson
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/s/ James D. Kern
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Director
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March 31, 2017
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James D. Kern
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/s/ Samuel E. Langford
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Director
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March 31, 2017
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Samuel E. Langford
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/s/ Julio Quintana
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Director
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March 31, 2017
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Julio Quintana
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/s/ Anthony J. DiNello
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Director
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March 31, 2017
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Anthony J. DiNello
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Exhibit No.
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Description
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2.1*
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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 Form 8-K (SEC File No. 001-32693), filed on December 12, 2016)
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2.2*
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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 Form 8-K (SEC File No. 001-32693) filed December 12, 2016)
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3.1*
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Amended and Restated Certificate of Incorporation of the Company, dated September 22, 2005. (Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1/A (SEC File No. 333-127517), filed on September 28, 2005)
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3.2*
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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)
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3.3*
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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)
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4.1* †
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Specimen Stock Certificate representing Common Stock of the Company (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
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4.2* †
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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 Form 8-A12G (SEC File No. 001-32693) filed on December 23, 2016)
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4.3* †
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Registration Rights Agreement, dated as of December 23, 2016, between Basic and certain stockholders (Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form 8-A12B (SEC File No. 001-32693) filed on December 23, 2016)
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10.1*
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Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 27, 2015)
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10.2* †
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Amendment No. 1 to Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 23, 2016)
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10. 3* †
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Form of Performance-Based Award Agreement (Executive and Senior Management) (effective March 2015). (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 23, 2015)
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10.4* †
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Form of Performance-Based Award Agreement 2016 Performance-Based Phantom Stock Grants (Executive and Senior Management) (effective March 2016) (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 30, 2016)
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10.5* †
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Form of Key Employee Retention Bonus agreement (Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693), filed on July 29, 2016)
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10.6* †
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Form of Key Employee Incentive Bonus agreement (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q (SEC File No. 001-32693), filed on July 29, 2016)
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10.7* †
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Basic Energy Services, Inc. Management Incentive Plan, effective as of December 23, 2016 (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 (SEC File No. 333-215319) filed on December 23, 2016)
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10.8* †
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Form of Time-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on December 27, 2016)
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10.9* †
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Form of Time-Based Stock Option Award Agreement (Incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on December 27, 2016)
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10.10* †
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Employment Agreement of Alan Krenek, effective as of December 31, 2006. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on January 4, 2007)
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10.11* †
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Amended and Restated Employment Agreement of James F. Newman, effective as of November 24, 2008. (Incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K (SEC File No. 001-32693), filed on March 1, 2010)
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10.12* †
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Amendment to Amended and Restated Employment Agreement of James F. Newman, effective as of November 1, 2013. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on December 2, 2013)
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10.27*
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Amendment No. 2 to Term Loan Credit Agreement dated as of April 27, 2016, among Basic as borrower, U.S. Bank National Association, as administrative agent and the lenders party thereto (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 11, 2016)
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10.28*
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Amendment No. 3 to Term Loan Credit Agreement dated as of May 10, 2016, among Basic as borrower, U.S. Bank National Association, as administrative agent and the lenders party thereto (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on May 11, 2016)
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10.29*
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Temporary Limited Waiver and Consent dated as of August 31, 2016, among Basic, the guarantors party thereto, the lenders party thereto and U.S. Bank National Association (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 7, 2016)
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10.30*
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Temporary Limited Waiver and Consent dated as of September 1, 2016, among Basic, the guarantors party thereto, the lenders party thereto and U.S. Bank National Association (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 7, 2016)
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10.31*
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Temporary Limited Waiver dated as of September 13, 2016, among Basic, the guarantors party thereto, the lenders under the Term Loan Credit Agreement and U.S. Bank National Association (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 15, 2016)
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10.32*
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Temporary Limited Waiver dated as of September 14, 2016, among Basic, the guarantors party thereto, the lenders under the Amended and Restated Credit Agreement and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 15, 2016)
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10.33*
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Forbearance dated as of September 14, 2016, among Basic, the guarantors party thereto and holders of Basic’s unsecured senior notes (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 15, 2016)
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10.34*
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First Amendment to Temporary Limited Waiver and Consent dated as of September 28, 2016, among Basic, the guarantors party thereto, lenders under the Term Loan Credit Agreement and U.S. Bank National Association (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 30, 2016)
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10.35*
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First Amendment to Temporary Limited Waiver dated as of September 28, 2016, among Basic, the guarantors party thereto, lenders under the Amended and Restated Credit Agreement and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on September 30, 2016)
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10.36*
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First Amendment to Forbearance Agreement dated as of September 28, 2016, among Basic, the guarantors party thereto and the holders of Basic’s unsecured senior notes (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8‑K (SEC File No. 001-32693), filed on September 30, 2016)
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10.37*
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Second Amendment to Temporary Limited Waiver dated as of October 14, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on October 18, 2016)
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10.38*
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Third Amendment to Temporary Limited Waiver dated as of October 17, 2016, among Basic, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on October 18, 2016)
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10.39*
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Second Amendment to Temporary Limited Waiver and Consent dated as of October 16, 2016, among Basic, the guarantors party thereto, the lenders party thereto and U.S. Bank National Association (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on October 18, 2016)
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10.40*
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Second Amendment to Forbearance Agreement dated as of October 16, 2016, among Basic, the guarantors party thereto and the holders of Basic’s unsecured senior notes (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on October 18, 2016)
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10.41*
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Restructuring Support Agreement, dated as of October 23, 2016, among the Debtors, the certain consenting lenders under the Term Loan Credit Agreement and certain consenting holders of Basic’s unsecured senior notes (Incorporated by reference to Exhibit B of the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors dated October 24, 2016 filed as Exhibit T3E.1 of the Form T-3 filed by Basic Energy Services, Inc. with the SEC on October 24, 2016)
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10.42*
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Form of Backstop Agreement (Incorporated by reference to Exhibit E of the Restructuring Support Agreement included as Exhibit B to the Disclosure Statement for Joint Prepackaged Chapter 11 Plan of Basic Energy Services, Inc. and its Affiliated Debtors dated October 24, 2016 filed as Exhibit T3E.1 of the Form T-3 filed by Basic Energy Services, Inc. with the SEC on October 24, 2016)
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10.43
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Superpriority Secured Debtor-in-Possession Term Loan Credit Agreement, dated as of October 27, 2016, among Basic Energy Services, Inc., as the Borrower, the subsidiaries of the Borrower, as Guarantors, U.S. Bank National Association, as Administrative Agent and the Lenders party thereto.
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