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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)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
|
|
|
|
Non-accelerated filer
|
☐ (Do not check if a smaller reporting company)
|
Smaller reporting company
|
☐
|
•
|
a decline in, or substantial volatility of, oil or natural gas prices, and any related changes in expenditures by our customers;
|
•
|
the effects of future acquisitions on our business;
|
•
|
changes in customer requirements in markets or industries we serve;
|
•
|
competition within our industry;
|
•
|
general economic and market conditions;
|
•
|
our access to current or future financing arrangements;
|
•
|
our ability to replace or add workers at economic rates;
|
•
|
environmental and other governmental regulations;
|
•
|
our ability to obtain approval by the Bankruptcy Court of our Joint Prepackaged Chapter 11 Plan of Reorganization or any other plan of reorganization, including the treatment of the claims of our lenders and trade creditors, among others;
|
•
|
our ability to obtain approval with respect to motions in our Chapter 11 cases and the Bankruptcy Court’s rulings in our Chapter 11 cases and the outcome of our Chapter 11 cases in general;
|
•
|
the length of time we and our subsidiaries will operate under our Chapter 11 cases;
|
•
|
risks associated with third-party motions in our Chapter 11 cases, which may interfere with our ability to develop and consummate our Joint Prepackaged Chapter 11 Plan of Reorganization or other plan of reorganization;
|
•
|
the potential adverse effects of our Chapter 11 cases on our liquidity, results of operations or business prospects;
|
•
|
the ability to execute our business and restructuring plan; and
|
•
|
increased legal and advisor costs related to our Chapter 11 cases and other litigation and the inherent risks involved in a bankruptcy process.
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
34,338
|
|
|
$
|
46,732
|
|
Restricted cash
|
|
28,677
|
|
|
—
|
|
||
Trade accounts receivable, net of allowance of $1,980 and $2,670, respectively
|
|
95,801
|
|
|
102,127
|
|
||
Accounts receivable - related parties
|
|
13
|
|
|
35
|
|
||
Income tax receivable
|
|
1,273
|
|
|
1,828
|
|
||
Inventories
|
|
34,529
|
|
|
36,944
|
|
||
Prepaid expenses
|
|
14,035
|
|
|
13,851
|
|
||
Other current assets
|
|
8,676
|
|
|
9,968
|
|
||
Total current assets
|
|
217,342
|
|
|
211,485
|
|
||
Property and equipment, net
|
|
713,817
|
|
|
846,290
|
|
||
Deferred debt costs, net of amortization
|
|
1,591
|
|
|
3,420
|
|
||
Intangible assets, net of amortization
|
|
59,232
|
|
|
66,745
|
|
||
Other assets
|
|
11,066
|
|
|
10,241
|
|
||
Total assets
|
|
$
|
1,003,048
|
|
|
$
|
1,138,181
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
40,559
|
|
|
$
|
54,521
|
|
Accrued expenses
|
|
87,846
|
|
|
59,380
|
|
||
Current portion of long-term debt, net
|
|
954,812
|
|
|
48,651
|
|
||
Other current liabilities
|
|
3,311
|
|
|
7,003
|
|
||
Total current liabilities
|
|
1,086,528
|
|
|
169,555
|
|
||
Long-term debt, net
|
|
40,555
|
|
|
828,664
|
|
||
Deferred tax liabilities
|
|
663
|
|
|
5,066
|
|
||
Other long-term liabilities
|
|
27,568
|
|
|
28,558
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|||
Stockholders' (deficit) equity:
|
|
|
|
|
||||
Preferred stock; $0.01 par value; 5,000,000 shares authorized; none designated or issued at September 30, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock; $0.01 par value; 80,000,000 shares authorized; 43,500,032 shares issued and 42,757,664 shares outstanding at September 30, 2016; 43,500,032 shares issued and 42,196,680 shares outstanding at December 31, 2015
|
|
435
|
|
|
435
|
|
||
Additional paid-in capital
|
|
376,949
|
|
|
374,729
|
|
||
Retained deficit
|
|
(522,131
|
)
|
|
(256,812
|
)
|
||
Treasury stock, at cost, 742,368 and 1,303,352 shares at September 30, 2016 and December 31, 2015, respectively
|
|
(7,519
|
)
|
|
(12,014
|
)
|
||
Total stockholders' (deficit) equity
|
|
(152,266
|
)
|
|
106,338
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,003,048
|
|
|
$
|
1,138,181
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||||
Completion and remedial services
|
|
$
|
49,425
|
|
|
$
|
67,240
|
|
|
$
|
125,348
|
|
|
$
|
249,070
|
|
Fluid services
|
|
47,178
|
|
|
62,631
|
|
|
142,919
|
|
|
200,138
|
|
||||
Well servicing
|
|
43,160
|
|
|
55,533
|
|
|
118,891
|
|
|
175,701
|
|
||||
Contract drilling
|
|
1,847
|
|
|
3,843
|
|
|
4,812
|
|
|
19,655
|
|
||||
Total revenues
|
|
141,610
|
|
|
189,247
|
|
|
391,970
|
|
|
644,564
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Completion and remedial services
|
|
40,292
|
|
|
56,165
|
|
|
107,941
|
|
|
195,086
|
|
||||
Fluid services
|
|
39,268
|
|
|
47,706
|
|
|
119,053
|
|
|
150,218
|
|
||||
Well servicing
|
|
35,028
|
|
|
47,877
|
|
|
101,345
|
|
|
147,314
|
|
||||
Contract drilling
|
|
1,683
|
|
|
3,182
|
|
|
4,612
|
|
|
14,197
|
|
||||
General and administrative, including stock-based compensation of $2,238 and $3,298 in three months ended September 30, 2016 and 2015, and $7,355 and $10,537 in the nine months ended September 30, 2016 and 2015, respectively
|
|
30,065
|
|
|
35,984
|
|
|
86,706
|
|
|
110,861
|
|
||||
Restructuring costs
|
|
10,470
|
|
|
—
|
|
|
10,470
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
53,142
|
|
|
60,328
|
|
|
164,141
|
|
|
181,488
|
|
||||
Goodwill impairment
|
|
646
|
|
|
81,877
|
|
|
646
|
|
|
81,877
|
|
||||
Loss (gain) on disposal of assets
|
|
(128
|
)
|
|
1,128
|
|
|
133
|
|
|
1,119
|
|
||||
Total expenses
|
|
210,466
|
|
|
334,247
|
|
|
595,047
|
|
|
882,160
|
|
||||
Operating loss
|
|
(68,856
|
)
|
|
(145,000
|
)
|
|
(203,077
|
)
|
|
(237,596
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(23,953
|
)
|
|
(17,242
|
)
|
|
(67,188
|
)
|
|
(50,945
|
)
|
||||
Interest income
|
|
14
|
|
|
7
|
|
|
23
|
|
|
17
|
|
||||
Bargain purchase gain on acquisition
|
|
662
|
|
|
—
|
|
|
662
|
|
|
—
|
|
||||
Other income
|
|
37
|
|
|
114
|
|
|
378
|
|
|
449
|
|
||||
Loss before income taxes
|
|
(92,096
|
)
|
|
(162,121
|
)
|
|
(269,202
|
)
|
|
(288,075
|
)
|
||||
Income tax benefit (expense)
|
|
(1
|
)
|
|
56,479
|
|
|
3,883
|
|
|
101,514
|
|
||||
Net loss
|
|
$
|
(92,097
|
)
|
|
$
|
(105,642
|
)
|
|
$
|
(265,319
|
)
|
|
$
|
(186,561
|
)
|
Loss per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(2.16
|
)
|
|
$
|
(2.63
|
)
|
|
$
|
(6.32
|
)
|
|
$
|
(4.61
|
)
|
Diluted
|
|
$
|
(2.16
|
)
|
|
$
|
(2.63
|
)
|
|
$
|
(6.32
|
)
|
|
$
|
(4.61
|
)
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|||||||||||
|
|
Common Stock
|
|
Paid-In
|
|
Treasury
|
|
Retained
|
|
Stockholders'
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stock
|
|
Deficit
|
|
Equity
|
|||||||||||
Balance - December 31, 2015
|
|
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
|
|
—
|
|
|
—
|
|
|
7,355
|
|
|
—
|
|
|
—
|
|
|
7,355
|
|
|||||
Purchase of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(265,319
|
)
|
|
(265,319
|
)
|
||||
Balance - September 30, 2016 (unaudited)
|
|
43,500,032
|
|
|
$
|
435
|
|
|
$
|
376,949
|
|
|
$
|
(7,519
|
)
|
|
$
|
(522,131
|
)
|
|
$
|
(152,266
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(265,319
|
)
|
|
$
|
(186,561
|
)
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
||||
(used in) provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
164,141
|
|
|
181,488
|
|
||
Goodwill impairment
|
|
646
|
|
|
81,877
|
|
||
Bargain purchase gain on acquisition
|
|
(662
|
)
|
|
—
|
|
||
Accretion on asset retirement obligation
|
|
109
|
|
|
99
|
|
||
Change in allowance for doubtful accounts
|
|
(690
|
)
|
|
261
|
|
||
Amortization of deferred financing costs
|
|
6,085
|
|
|
2,831
|
|
||
Amortization of premium on notes
|
|
(209
|
)
|
|
(194
|
)
|
||
Non-cash compensation
|
|
7,355
|
|
|
10,537
|
|
||
Loss on disposal of assets
|
|
133
|
|
|
1,119
|
|
||
Deferred income taxes
|
|
(4,403
|
)
|
|
(101,366
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Accounts receivable
|
|
7,038
|
|
|
122,234
|
|
||
Inventories
|
|
3,274
|
|
|
5,658
|
|
||
Income tax receivable
|
|
555
|
|
|
804
|
|
||
Prepaid expenses and other current assets
|
|
1,245
|
|
|
(1,729
|
)
|
||
Other assets
|
|
(837
|
)
|
|
(535
|
)
|
||
Accounts payable
|
|
(13,962
|
)
|
|
(3,687
|
)
|
||
Other liabilities
|
|
(4,770
|
)
|
|
4,133
|
|
||
Accrued expenses
|
|
28,466
|
|
|
(23,898
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(71,805
|
)
|
|
93,071
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(22,907
|
)
|
|
(47,288
|
)
|
||
Proceeds from sale of assets
|
|
2,781
|
|
|
7,558
|
|
||
Payments for businesses, net of cash acquired
|
|
—
|
|
|
(16,730
|
)
|
||
Net cash used in investing activities
|
|
(20,126
|
)
|
|
(56,460
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Payments of debt
|
|
(37,962
|
)
|
|
(55,367
|
)
|
||
Proceeds from debt
|
|
165,000
|
|
|
—
|
|
||
Change in restricted cash
|
|
(28,677
|
)
|
|
|
|
||
Purchase of treasury stock
|
|
(640
|
)
|
|
(4,626
|
)
|
||
Tax withholding from exercise of stock options
|
|
—
|
|
|
(3
|
)
|
||
Exercise of employee stock options
|
|
—
|
|
|
727
|
|
||
Deferred loan costs and other financing activities
|
|
(18,184
|
)
|
|
(1,285
|
)
|
||
Net cash provided by (used in) financing activities
|
|
79,537
|
|
|
(60,554
|
)
|
||
Net decrease in cash and equivalents
|
|
(12,394
|
)
|
|
(23,943
|
)
|
||
Cash and cash equivalents - beginning of period
|
|
$
|
46,732
|
|
|
79,915
|
|
|
Cash and cash equivalents - end of period
|
|
$
|
34,338
|
|
|
$
|
55,972
|
|
•
|
The existing shares of Basic will be canceled, and reorganized Basic Energy Services, Inc. will issue (i) new common shares (the “New Common Shares”) and (ii)
seven
(
7
) year warrants (the “Warrants”) entitling their holders upon exercise thereof, on a pro rata basis, to
6%
of the total outstanding New Common Shares (after giving effect to the conversion of the New Convertible Notes (as defined below)) at a per share price based upon a total equity value of
$1,789,000,000
of the reorganized Company, which New Common Shares and Warrants will be distributed as set forth below;
|
•
|
In connection with a rights offering (the “Rights Offering”), which shall be open to participation by eligible holders of the Company’s 2019 Notes and 2022 Notes and backstopped by certain supporting holders of Unsecured Notes, the Company will issue
9%
paid-in-kind ("PIK") interest unsecured notes due 2019 in the aggregate principal amount of
$131,250,000
(the “New Convertible Notes”), mandatorily convertible into common stock within
36
months or sooner upon the occurrence of certain events;
|
•
|
The Company’s Amended and Restated Credit Agreement, dated as of November 26, 2014, as amended (the “ABL Credit Agreement”) will be amended or restated or replaced with similar financing;
|
•
|
The Company’s Term Loan Credit Agreement, dated as of February 17, 2016 (the “Term Loan Agreement”), will be amended and restated on identical terms, subject to certain agreed upon changes set forth in the Prepackaged Plan, and the lenders under the Term Loan Agreement have agreed under the Prepackaged Plan to waive payment of the Applicable Premium (as such term is defined in the Term Loan Agreement) triggered by the Chapter 11 filing;
|
•
|
The Unsecured Notes will be canceled and discharged and the holders of those Unsecured Notes will receive New Common Shares representing, in the aggregate,
99.5%
of the New Common Shares issued on the Effective Date, and which upon conversion of the New Convertible Notes (assuming such conversion occurs
36
months after the Effective
|
•
|
Each holder of existing equity interests in the Company will receive its pro rata share of (i) New Common Shares representing, in the aggregate,
0.5%
of the New Common Shares issued on the Effective Date, and which upon conversion of the New Convertible Notes (assuming such conversion occurs
36
months after the Effective Date) will comprise
0.26%
of the total outstanding New Common Shares (in each case subject to dilution by the proposed management incentive plan and the New Common Shares issued upon exercise of the Warrants) and (ii) the Warrants; and
|
•
|
Holders of allowed claims arising under the Company’s proposed debtor-in-possession credit facility (the “DIP Facility”), administrative expense claims, priority tax claims, other priority claims, other secured claims and general unsecured creditors of the Company will receive in exchange for their claims payment in full in cash or otherwise have their rights unimpaired under the Bankruptcy Code.
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Customer relationships
|
|
$
|
91,719
|
|
|
$
|
92,660
|
|
Non-compete agreements
|
|
8,940
|
|
|
13,057
|
|
||
Trade names
|
|
1,939
|
|
|
1,939
|
|
||
Other intangible assets
|
|
2,096
|
|
|
2,086
|
|
||
|
|
104,694
|
|
|
109,742
|
|
||
Less accumulated amortization
|
|
45,462
|
|
|
42,997
|
|
||
Intangible assets subject to amortization, net
|
|
$
|
59,232
|
|
|
$
|
66,745
|
|
|
|
Completion
|
|
|
|
|
|
|
|
|
||||||||||
|
|
And Remedial
|
|
|
|
|
|
Contract
|
|
|
||||||||||
|
|
Services
|
|
Well Servicing
|
|
Fluid Services
|
|
Drilling
|
|
Total
|
||||||||||
Intangible assets subject to amortization, net
|
|
$
|
44,648
|
|
|
$
|
4,922
|
|
|
$
|
7,050
|
|
|
$
|
2,612
|
|
|
$
|
59,232
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Land
|
|
$
|
21,432
|
|
|
$
|
19,893
|
|
Buildings and improvements
|
|
74,424
|
|
|
73,599
|
|
||
Well service units and equipment
|
|
491,956
|
|
|
488,003
|
|
||
Frac equipment/test tanks
|
|
354,740
|
|
|
363,346
|
|
||
Pumping equipment
|
|
345,729
|
|
|
345,938
|
|
||
Fluid services equipment
|
|
268,187
|
|
|
268,249
|
|
||
Disposal facilities
|
|
161,598
|
|
|
166,371
|
|
||
Contract drilling equipment
|
|
112,628
|
|
|
112,068
|
|
||
Rental equipment
|
|
96,244
|
|
|
94,970
|
|
||
Light vehicles
|
|
65,369
|
|
|
67,521
|
|
||
Software
|
|
21,920
|
|
|
21,920
|
|
||
Other
|
|
16,006
|
|
|
16,672
|
|
||
Construction equipment
|
|
15,132
|
|
|
15,174
|
|
||
Brine and fresh water stations
|
|
15,836
|
|
|
13,761
|
|
||
|
|
2,061,201
|
|
|
2,067,485
|
|
||
Less accumulated depreciation and amortization
|
|
1,347,384
|
|
|
1,221,195
|
|
||
Property and equipment, net
|
|
$
|
713,817
|
|
|
$
|
846,290
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Fluid services equipment
|
|
$
|
112,048
|
|
|
$
|
129,459
|
|
Pumping equipment
|
|
37,864
|
|
|
43,573
|
|
||
Light vehicles
|
|
25,538
|
|
|
33,424
|
|
||
Contract drilling equipment
|
|
4,279
|
|
|
6,493
|
|
||
Well service units and equipment
|
|
335
|
|
|
541
|
|
||
Construction equipment
|
|
118
|
|
|
288
|
|
||
|
|
180,182
|
|
|
213,778
|
|
||
Less accumulated amortization
|
|
82,168
|
|
|
82,679
|
|
||
|
|
$
|
98,014
|
|
|
$
|
131,099
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Credit facilities:
|
|
|
|
|
||||
Term Loan, net of $15,642 unamortized debt issuance costs
|
|
$
|
148,946
|
|
|
$
|
—
|
|
7.75% Senior Notes due 2019 net of $2,953 and $3,931unamortized premium and debt issuance costs, respectively
|
|
472,047
|
|
|
471,068
|
|
||
7.75% Senior Notes due 2022 net of $4,290 and $4,816 unamortized debt issuance costs, respectively
|
|
295,710
|
|
|
295,184
|
|
||
Capital leases and other notes
|
|
78,664
|
|
|
111,063
|
|
||
Total principal amount of debt instruments, net
|
|
995,367
|
|
|
877,315
|
|
||
Less current portion
|
|
954,812
|
|
|
48,651
|
|
||
Long-term debt
|
|
$
|
40,555
|
|
|
$
|
828,664
|
|
•
|
The Term Loan Credit Agreement dated as of February 17, 2016, as amended, by and among Basic, as borrower, the lenders party thereto and U.S. Bank National Association, as administrative agent;
|
•
|
Amended and Restated Credit Agreement dated as of November 26, 2014, as amended, by and among Basic, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and l/c issuer;
|
•
|
Indenture dated as of October 16, 2012, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2019 Notes; and
|
•
|
Indenture dated as of February 15, 2011, as amended, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2022 Notes.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash payments for interest
|
|
$
|
38,459
|
|
|
$
|
49,628
|
|
Commitment and other fees paid
|
|
2,280
|
|
|
1,818
|
|
||
Amortization of debt issuance costs and discount or premium on notes
|
|
5,876
|
|
|
2,637
|
|
||
Change in accrued interest
|
|
20,503
|
|
|
(3,076
|
)
|
||
Other
|
|
70
|
|
|
(62
|
)
|
||
|
|
$
|
67,188
|
|
|
$
|
50,945
|
|
|
|
|
|
|
|
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
|
|
175,000
|
|
|
$
|
26.29
|
|
|
|
|
|
||
Options expired
|
|
(152,000
|
)
|
|
26.84
|
|
|
|
|
|
|||
Outstanding, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.4
|
|
$
|
—
|
|
Exercisable, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.4
|
|
$
|
—
|
|
Vested or expected to vest, end of period
|
|
23,000
|
|
|
$
|
22.66
|
|
|
0.4
|
|
$
|
—
|
|
|
|
|
|
Weighted Average
|
|||
|
|
Number of
|
|
Grant Date Fair
|
|||
Nonvested Shares
|
|
Shares
|
|
Value Per Share
|
|||
Nonvested at beginning of period
|
|
1,967,376
|
|
|
$
|
14.34
|
|
Granted during period
|
|
790,263
|
|
|
2.73
|
|
|
Vested during period
|
|
(859,738
|
)
|
|
15.03
|
|
|
Forfeited during period
|
|
(8,511
|
)
|
|
23.97
|
|
|
Nonvested at end of period
|
|
1,889,390
|
|
|
$
|
9.13
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Unaudited)
|
|
(Unaudited)
|
||||||||||||
Numerator (both basic and diluted):
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(92,097
|
)
|
|
$
|
(105,642
|
)
|
|
$
|
(265,319
|
)
|
|
$
|
(186,561
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic loss per share
|
|
42,689,773
|
|
|
40,168,406
|
|
|
41,957,755
|
|
|
40,458,557
|
|
||||
Denominator for diluted loss per share
|
|
42,689,773
|
|
|
40,168,406
|
|
|
41,957,755
|
|
|
40,458,557
|
|
||||
Basic loss per common share:
|
|
$
|
(2.16
|
)
|
|
$
|
(2.63
|
)
|
|
$
|
(6.32
|
)
|
|
$
|
(4.61
|
)
|
Diluted loss per common share:
|
|
$
|
(2.16
|
)
|
|
$
|
(2.63
|
)
|
|
$
|
(6.32
|
)
|
|
$
|
(4.61
|
)
|
|
|
Completion
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
and Remedial
|
|
Fluid
|
|
Well
|
|
Contract
|
|
Corporate and
|
|
|
||||||||||||
|
|
Services
|
|
Services
|
|
Servicing
|
|
Drilling
|
|
Other
|
|
Total
|
||||||||||||
Three Months Ended September 30, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues
|
|
$
|
49,425
|
|
|
47,178
|
|
|
43,160
|
|
|
1,847
|
|
|
$
|
—
|
|
|
$
|
141,610
|
|
|||
Direct operating costs
|
|
(40,292
|
)
|
|
(39,268
|
)
|
|
(35,028
|
)
|
|
(1,683
|
)
|
|
—
|
|
|
$
|
(116,271
|
)
|
|||||
Segment profits
|
|
$
|
9,133
|
|
|
$
|
7,910
|
|
|
$
|
8,132
|
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
25,339
|
|
Depreciation and amortization
|
|
$
|
18,383
|
|
|
$
|
15,584
|
|
|
$
|
13,491
|
|
|
$
|
3,109
|
|
|
$
|
2,575
|
|
|
$
|
53,142
|
|
Capital expenditures (excluding acquisitions)
|
|
$
|
3,178
|
|
|
$
|
8,244
|
|
|
$
|
2,622
|
|
|
$
|
69
|
|
|
$
|
182
|
|
|
$
|
14,295
|
|
Three Months Ended September 30, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues
|
|
$
|
67,240
|
|
|
$
|
62,631
|
|
|
$
|
55,533
|
|
|
$
|
3,843
|
|
|
$
|
—
|
|
|
$
|
189,247
|
|
Direct operating costs
|
|
(56,165
|
)
|
|
(47,706
|
)
|
|
(47,877
|
)
|
|
(3,182
|
)
|
|
—
|
|
|
(154,930
|
)
|
||||||
Segment profits
|
|
$
|
11,075
|
|
|
$
|
14,925
|
|
|
$
|
7,656
|
|
|
$
|
661
|
|
|
$
|
—
|
|
|
$
|
34,317
|
|
Depreciation and amortization
|
|
$
|
21,163
|
|
|
$
|
17,638
|
|
|
$
|
15,061
|
|
|
$
|
3,536
|
|
|
$
|
2,930
|
|
|
$
|
60,328
|
|
Capital expenditures (excluding acquisitions)
|
|
$
|
4,575
|
|
|
$
|
6,851
|
|
|
$
|
3,421
|
|
|
$
|
1,353
|
|
|
$
|
683
|
|
|
$
|
16,883
|
|
Nine Months Ended September 30, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues
|
|
$
|
125,348
|
|
|
142,919
|
|
|
118,891
|
|
|
4,812
|
|
|
$
|
—
|
|
|
$
|
391,970
|
|
|||
Direct operating costs
|
|
(107,941
|
)
|
|
(119,053
|
)
|
|
(101,345
|
)
|
|
(4,612
|
)
|
|
—
|
|
|
$
|
(332,951
|
)
|
|||||
Segment profits
|
|
$
|
17,407
|
|
|
$
|
23,866
|
|
|
$
|
17,546
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
59,019
|
|
Depreciation and amortization
|
|
$
|
56,782
|
|
|
$
|
48,133
|
|
|
$
|
41,669
|
|
|
$
|
9,603
|
|
|
$
|
7,954
|
|
|
$
|
164,141
|
|
Capital expenditures (excluding acquisitions)
|
|
$
|
4,689
|
|
|
$
|
14,422
|
|
|
$
|
6,076
|
|
|
$
|
182
|
|
|
$
|
2,689
|
|
|
$
|
28,058
|
|
Identifiable assets
|
|
$
|
308,989
|
|
|
$
|
216,202
|
|
|
$
|
200,451
|
|
|
$
|
43,566
|
|
|
$
|
233,840
|
|
|
$
|
1,003,048
|
|
Nine Months Ended September 30, 2015 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues
|
|
$
|
249,070
|
|
|
$
|
200,138
|
|
|
$
|
175,701
|
|
|
$
|
19,655
|
|
|
$
|
—
|
|
|
$
|
644,564
|
|
Direct operating costs
|
|
(195,086
|
)
|
|
(150,218
|
)
|
|
(147,314
|
)
|
|
(14,197
|
)
|
|
—
|
|
|
(506,815
|
)
|
||||||
Segment profits
|
|
$
|
53,984
|
|
|
$
|
49,920
|
|
|
$
|
28,387
|
|
|
$
|
5,458
|
|
|
$
|
—
|
|
|
$
|
137,749
|
|
Depreciation and amortization
|
|
$
|
63,518
|
|
|
$
|
52,989
|
|
|
$
|
45,582
|
|
|
$
|
10,601
|
|
|
$
|
8,798
|
|
|
$
|
181,488
|
|
Capital expenditures (excluding acquisitions)
|
|
$
|
21,020
|
|
|
$
|
15,786
|
|
|
$
|
16,665
|
|
|
$
|
2,463
|
|
|
$
|
5,030
|
|
|
$
|
60,964
|
|
Identifiable assets
|
|
$
|
388,286
|
|
|
$
|
268,060
|
|
|
$
|
247,834
|
|
|
$
|
54,711
|
|
|
$
|
291,448
|
|
|
$
|
1,250,339
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment profits
|
|
$
|
25,339
|
|
|
$
|
34,317
|
|
|
$
|
59,019
|
|
|
$
|
137,749
|
|
General and administrative expenses
|
|
(30,065
|
)
|
|
(35,984
|
)
|
|
(86,706
|
)
|
|
(110,861
|
)
|
||||
Restructuring costs
|
|
(10,470
|
)
|
|
—
|
|
|
(10,470
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
|
(53,142
|
)
|
|
(60,328
|
)
|
|
(164,141
|
)
|
|
(181,488
|
)
|
||||
Gain (Loss) on disposal of assets
|
|
128
|
|
|
(1,128
|
)
|
|
(133
|
)
|
|
(1,119
|
)
|
||||
Goodwill impairment
|
|
(646
|
)
|
|
(81,877
|
)
|
|
(646
|
)
|
|
(81,877
|
)
|
||||
Operating loss
|
|
$
|
(68,856
|
)
|
|
$
|
(145,000
|
)
|
|
$
|
(203,077
|
)
|
|
$
|
(237,596
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
Capital leases issued for equipment
|
|
$
|
5,151
|
|
|
$
|
13,676
|
|
Asset retirement obligation additions (retirements)
|
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
Fair Value
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Hierarchy Level
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
7.75% Senior Notes due 2019, excluding premium
|
1
|
|
$
|
475,000
|
|
|
$
|
175,750
|
|
|
$
|
475,000
|
|
|
$
|
399,000
|
|
7.75% Senior Notes due 2022, excluding premium
|
1
|
|
$
|
300,000
|
|
|
$
|
111,500
|
|
|
$
|
300,000
|
|
|
$
|
238,500
|
|
Term Loan
|
3
|
|
$
|
164,600
|
|
|
$
|
160,283
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
||||||
Completion and remedial services
|
|
$
|
125.3
|
|
|
32
|
%
|
|
$
|
249.1
|
|
|
39
|
%
|
Fluid services
|
|
$
|
143.0
|
|
|
36
|
%
|
|
$
|
200.1
|
|
|
31
|
%
|
Well servicing
|
|
$
|
119.0
|
|
|
31
|
%
|
|
$
|
175.7
|
|
|
27
|
%
|
Contract drilling
|
|
$
|
4.8
|
|
|
1
|
%
|
|
$
|
19.7
|
|
|
3
|
%
|
Total revenues
|
|
$
|
392.0
|
|
|
100
|
%
|
|
$
|
644.6
|
|
|
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 %
|
|||
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
|
%
|
|
|
Weighted
|
|
|
|
|
|
Segment
|
|
|
|||||||
|
|
Average
|
|
|
|
Revenue
|
|
Profits Per
|
|
|
|||||||
|
|
Number of
|
|
|
|
Per Fluid
|
|
Fluid
|
|
|
|||||||
|
|
Fluid Service
|
|
Trucking
|
|
Service
|
|
Service
|
|
Segment
|
|||||||
|
|
Trucks
|
|
Hours
|
|
Truck
|
|
Truck
|
|
Profits %
|
|||||||
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
|
%
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Average
|
|
|
|
Rig
|
|
Revenue
|
|
|
|
|
||||||||
|
|
Number
|
|
|
|
Utilization
|
|
Per Rig
|
|
Profits Per
|
|
|
||||||||
|
|
Of Rigs
|
|
Rig hours
|
|
Rate
|
|
Hour
|
|
Rig hour
|
|
Profits %
|
||||||||
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
|
%
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|||||||
|
|
Average
|
|
Rig
|
|
|
|
|
|
|
|||||||
|
|
Number of
|
|
Operating
|
|
Revenue Per
|
|
Profits Per
|
|
Segment
|
|||||||
|
|
Rigs
|
|
Days
|
|
Drilling Day
|
|
Drilling Day
|
|
Profits %
|
|||||||
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
|
%
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
|
|
|
|
|
|
Total Number of
|
|
Approximate Dollar
|
||||||
|
|
|
|
|
|
Shares Purchased
|
|
Value of Shares
|
||||||
|
|
|
|
Average Price
|
|
as Part of Publicly
|
|
that May Yet be
|
||||||
|
|
Total Number of
|
|
Paid
|
|
Announced
|
|
Purchased Under
|
||||||
Period
|
|
Shares Purchased
|
|
Per Share
|
|
Program (1)
|
|
the Program (1)
|
||||||
July 1 — July 31 (2)
|
|
199
|
|
|
$
|
1.36
|
|
|
—
|
|
|
|
|
|
August 1 — August 31 (2)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
September 1 — September 30 (2)
|
|
178
|
|
|
$
|
0.56
|
|
|
—
|
|
|
|
|
|
Total
|
|
377
|
|
|
$
|
0.98
|
|
|
—
|
|
|
$
|
9,451
|
|
•
|
Term Loan Credit Agreement dated as of February 17, 2016, as amended, by and among Basic, as borrower, the lenders party thereto and U.S. Bank National Association, as administrative agent;
|
•
|
Amended and Restated Credit Agreement dated as of November 26, 2014, as amended, by and among Basic, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and l/c issuer;
|
•
|
Indenture dated as of February 15, 2011, as amended, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2019 Notes; and
|
•
|
Indenture dated as of October 16, 2012, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2022 Notes.
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
|
3.1*
|
|
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)
|
3.2*
|
|
Amended and Restated Bylaws of the Company, effective as of March 9, 2010. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 15, 2010)
|
4.1*
|
|
Specimen Stock Certificate Representing Common Stock of the Company. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A (SEC File No. 333-127517), filed on November 4, 2005)
|
4.2*
|
|
Indenture dated as of February 15, 2011, among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee. (Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on February 18, 2011)
|
4.3*
|
|
Form of 7.75% Senior Note due 2019. (Included as Exhibit A to Exhibit 4.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on February 18, 2011)
|
4.4*
|
|
First Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of February 15, 2011 among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on August 10, 2011)
|
4.5*
|
|
Indenture dated as of October 16, 2012, among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (SEC File No. 001-32693), filed on October 26, 2012)
|
4.6*
|
|
Form of 7.75% Senior Note due 2022. (Included as Exhibit A to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (SEC File No. 001-32693), filed on October 26, 2012)
|
10.1*
|
|
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 9, 2016)
|
10.2*
|
|
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 9, 2016)
|
10.3*
|
|
Temporary Limited Waiver dated as of September 13, 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 15, 2016)
|
10.4*
|
|
Temporary Limited Waiver dated as of September 14, 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 September 15, 2016)
|
10.5*
|
|
Forbearance dated as of September 14, 2016, among Basic, the guarantors party thereto and certain noteholders (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)
|
10.6*
|
|
First Amendment to Temporary Limited Waiver and Consent dated as of September 28, 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 30, 2016)
|
10.7*
|
|
First Amendment to Temporary Limited Waiver dated as of September 28, 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 September 30, 2016)
|
10.8*
|
|
First Amendment to Forbearance Agreement dated as of September 28, 2016, among Basic, the guarantors party thereto and certain noteholders (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)
|
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
|
|
|
|
3.1*
|
|
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)
|
3.2*
|
|
Amended and Restated Bylaws of the Company, effective as of March 9, 2010. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on March 15, 2010)
|
4.1*
|
|
Specimen Stock Certificate Representing Common Stock of the Company. (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1/A (SEC File No. 333-127517), filed on November 4, 2005)
|
4.2*
|
|
Indenture dated as of February 15, 2011, among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee. (Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on February 18, 2011)
|
4.3*
|
|
Form of 7.75% Senior Note due 2019. (Included as Exhibit A to Exhibit 4.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on February 18, 2011)
|
4.4*
|
|
First Supplemental Indenture dated as of August 5, 2011 to Indenture dated as of February 15, 2011 among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, N.A., as Trustee. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (SEC File No. 001-32693), filed on August 10, 2011)
|
4.5*
|
|
Indenture dated as of October 16, 2012, among Basic Energy Services, Inc. as Issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (SEC File No. 001-32693), filed on October 26, 2012)
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4.6*
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|
Form of 7.75% Senior Note due 2022. (Included as Exhibit A to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A (SEC File No. 001-32693), filed on October 26, 2012)
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10.1*
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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 9, 2016)
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10.2*
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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 9, 2016)
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10.3*
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|
Temporary Limited Waiver dated as of September 13, 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 15, 2016)
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10.4*
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|
Temporary Limited Waiver dated as of September 14, 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 September 15, 2016)
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10.5*
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|
Forbearance dated as of September 14, 2016, among Basic, the guarantors party thereto and certain noteholders (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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10.6*
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|
First Amendment to Temporary Limited Waiver and Consent dated as of September 28, 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 30, 2016)
|
10.7*
|
|
First Amendment to Temporary Limited Waiver dated as of September 28, 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 September 30, 2016)
|
10.8*
|
|
First Amendment to Forbearance Agreement dated as of September 28, 2016, among Basic, the guarantors party thereto and certain noteholders (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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31.1#
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Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act
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31.2#
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|
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
|
1 Year Basic Energy Services Chart |
1 Month Basic Energy Services Chart |
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