10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 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

____________________________________________________________________________________________________

BASIC ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________

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)

(817) 334-4100

(Registrant’s telephone number, including area code)

______________________________________________________________________________________________________________________________________________ 

Securities registered pursuant to Section 12(b) of the Act:

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. 

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

Exhibit No.	Description
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.
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

ii

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.

BASIC ENERGY SERVICES, INC.
By:	/s/ Keith L. Schilling
Name:	Keith L. Schilling
Title:	President, Chief Executive Officer and
	Director (Principal Executive Officer)
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)

Date: July 8, 2020

iii

EX-31.1

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, Keith L. Schilling, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of Basic Energy Services, Inc. for the period ended March 31, 2020; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: July 8, 2020 

/s/ Keith L. Schilling

Keith L. Schilling

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO

RULE 13a-14(a) AND 15d-14(a) UNDER THE EXCHANGE ACT

I, David S. Schorlemer, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of Basic Energy Services, Inc. for the period ended March 31, 2020; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: July 8, 2020

/s/ David S. Schorlemer

David S. Schorlemer

Chief Financial Officer

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2020	Jun. 29, 2020
Cover [Abstract]
Entity Registrant Name	BASIC ENERGY SERVICES, INC.
Current Fiscal Year End Date	--12-31
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BASX*
Entity Central Index Key	0001109189
Entity Tax Identification Number	54-2091194
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Amendment Flag	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity File Number	001-32693
Entity Address, Address Line One	801 Cherry Street
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76102
City Area Code	817
Local Phone Number	334-4100
Entity Common Stock, Shares Outstanding		24,938,700