UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| Form 10-Q/A |
| (Amendment no. 1) |
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-32693
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BASIC ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 54-2091194 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 801 Cherry Street, Suite 2100, Fort Worth, Texas | 76102 |
| (Address of principal executive offices) | (Zip code) |
(817) 334-4100
(Registrant’s telephone number, including area code)
______________________________________________________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | BASX* | The OTCQX Best Market* |
* Until December 2, 2019, Basic Energy Services, Inc.’s common stock traded on the New York Stock Exchange under the symbol “BAS”. On December 3, 2019, Basic Energy Service, Inc.’s common stock began trading on the OTCQX® Best Market tier of the OTC Markets Group Inc. Deregistration under Section 12(b) of the Act became effective on March 16, 2020.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒No☐
There were 24,938,700 shares of the registrant’s common stock outstanding as of June 29, 2020.
EXPLANATORY NOTE
Basic Energy Services, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which was originally filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Quarterly Report”), solely to add this Explanatory Note, which was inadvertently omitted from the Quarterly Report, regarding the Company’s reliance on the order issued by the SEC on March 4, 2020 (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended, as modified by a subsequent order (Release No. 34-88465) issued by the SEC on March 25, 2020 (collectively, the “SEC Order”), which provides conditional relief to public companies that are unable to timely comply with filing deadlines due to circumstances related to the novel coronavirus (“COVID-19”) pandemic.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020, the Company determined to rely on the relief provided by the SEC Order to delay the filing of the Quarterly Report due to circumstances related to the COVID-19 pandemic. Specifically, the Company has experienced significant disruptions to its business, including limited access to facilities and key personnel as a result of shelter-in-place orders and necessary furloughs of employees. Due to large-scale travel bans and restrictions, border closures, quarantines, and shelter-in-place orders related to COVID-19, the demand for, and price of, oil decreased significantly, which triggered the need for the Company to conduct an interim quantitative impairment assessment of the Company’s long-lived assets and goodwill as of March 31, 2020. In addition, as a result of the disruptions related to the COVID-19 pandemic, the Company had limited resources to account for the integration of C&J Well Services, Inc., acquired by the Company on March 9, 2020.
Due to the reporting impacts and disruption to the Company’s business related to the COVID-19 pandemic, the Company was unable to complete the analyses described above in time to file its Quarterly Report by the original filing deadline. Accordingly, the Company relied on the SEC Order to postpone the filing of its Quarterly Report to provide additional time to finalize these assessments and related disclosure.
No other changes have been made to the Quarterly Report, except that Part II, Item 6 of the Quarterly Report is also being amended to refer to the Exhibit Index that is included herein for the purpose of including abbreviated officer certifications that are being filed herewith. This Amendment speaks as of the original filing date of the Quarterly Report and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, this Amendment should be read in conjunction with the Quarterly Report and the Company’s filings made with the SEC subsequent to the filing of the Quarterly Report.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
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| Exhibit No. | | Description |
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| 31.1# | | |
| 31.2# | | |
| 101.CAL# | | XBRL Calculation Linkbase Document |
| 101.DEF# | | XBRL Definition Linkbase Document |
| 101.INS# | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.LAB# | | XBRL Labels Linkbase Document |
| 101.PRE# | | XBRL Presentation Linkbase Document |
| 101.SCH# | | XBRL Schema Document |
# Filed with this report
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| BASIC ENERGY SERVICES, INC. | |
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| By: | /s/ Keith L. Schilling |
| Name: | Keith L. Schilling |
| Title: | President, Chief Executive Officer and |
| Director (Principal Executive Officer) |
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| By: | /s/ David S. Schorlemer |
| Name: | David S. Schorlemer |
| Title: | Executive Vice President, Chief Financial Officer, |
| Treasurer and Secretary (Principal Financial Officer and |
| Principal Accounting Officer) |
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Date: July 8, 2020
