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Basis of Presentation
3 Months Ended
Mar. 31, 2020
Basis of Presentation [Abstract]  
Basis of Presentation

(1)Basis of Presentation

Certain information and footnote disclosures normally in financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC); however, management believes the disclosures that are made are adequate to make the information presented not misleading. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Superior Energy Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, and Management’s Discussion and Analysis of Financial Condition and Results of Operations herein.

The financial information of Superior Energy Services, Inc. and its subsidiaries (the Company) for the three months ended March 31, 2020 and 2019 has not been audited. However, in the opinion of management, all adjustments necessary to present fairly the results of operations for the periods presented have been included therein. Certain previously reported amounts have been reclassified to conform to the 2020 presentation. The results of operations for the first three months of the year are not necessarily indicative of the results of operations that might be expected for the entire year.

On December 18, 2019, the Company amended its articles of incorporation to effect a reverse stock split of the issued and outstanding shares of its common stock pursuant to which each 10 shares of the Company’s issued and outstanding common stock were combined into one share of the Company’s common stock, and the authorized number of the Company’s common stock was proportionally reduced to 25 million shares. Fractional shares of common stock resulting from the reverse stock split were settled in cash. All shares of common stock and per share data presented in the condensed consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all periods presented.

The Company evaluates events that occur after the balance sheet date but before the financial statements are issued for potential recognition or disclosure. Based on the evaluation, the Company determined that there were no material subsequent events, other than as described below, that required disclosure or recognition in these condensed consolidated financial statements.

 

Recent Developments

Combination

On December 18, 2019, the Company entered into a definitive merger agreement (as amended on February 20, 2020, the Merger Agreement) to divest its U.S. service rig, coiled tubing, wireline, pressure control, flowback, fluid management and accommodations service lines (the Superior Energy U.S. Business) and combine them with Forbes Energy Services Ltd. (Forbes) to create a new consolidation platform for U.S. completion, production and water solutions (the Combination).

While the Company and Forbes have worked diligently to complete the Combination, the significant reduction in crude oil prices caused primarily by the COVID-19 pandemic has resulted in a significant decline in demand for services provided by the Superior Energy U.S. Business and Forbes. While management continues to believe that the Company should be separated into two distinct companies as contemplated by the Combination, the COVID-19 pandemic and oil price decline have made it impractical to complete the Combination on the terms originally contemplated. As a result, the Company expects the Merger Agreement will be terminated in accordance with its terms on May 31, 2020.

Related Financing Transactions

As a condition of the Combination, SESI, L.L.C. (SESI), the Company’s wholly owned subsidiary, consummated an offer to exchange (the Exchange Offer) up to $635.0 million of SESI’s previously outstanding $800.0 million aggregate principal amount of 7.125% Senior Notes due 2021 (the Original Notes) for up to $635.0 million aggregate principal amount of SESI’s 7.125% Senior Notes due 2021 (the New Notes) and conducted a concurrent consent solicitation (the Consent Solicitation) to amend the liens covenant in the indenture (the Proposed Amendment) governing the Original Notes (the Original Notes Indenture) to permit the issuance of the 8.750% Senior Second Lien Secured Notes due 2026 (the Superior Secured Notes) to be issued by SESI upon the terms and subject to the conditions set forth in SESI’s offering memorandum and consent solicitation statement, dated as of January 6, 2020 (as amended by the press releases dated January 16, 2020, January 22, 2020, January 31, 2020, February 19, 2020 and February 20, 2020 issued by the Company and Supplement No. 1 to the Offering Memorandum and Consent Solicitation, dated as of January 31, 2020 (the Offering Memorandum)). A supplemental indenture by and among SESI, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee, related to the Proposed Amendment was executed on February 14, 2020.

The Exchange Offer expired at 5:00 p.m., New York City time, on February 21, 2020.

If the Combination is not consummated by May 31, 2020 or is earlier terminated or abandoned, the New Notes issued in the Exchange Offer will be automatically exchanged for an equal principal amount of Original Notes to be issued as “Additional Notes” under the

Original Notes Indenture, which notes shall accrue interest from the Termination Exchange Date at a rate of 7.125% per year (the “Termination Exchange”). Accordingly, if the Termination Exchange occurs, (i) the 9.750% Senior Second Lien Secured Notes due 2025 will not be issued by Arita Energy, Inc., the 8.750% Senior Second Lien Secured Notes due 2026 will not be issued by SESI, the $6.35 million in cash constituting the total consent payment will not be made and the Proposed Amendment will not become operative and (ii) eligible holders of New Notes that were issued in exchange for Original Notes in the Exchange Offer will receive, pursuant to the Termination Exchange, an aggregate principal amount of Original Notes equal to the Exchange Consideration (as defined in the Offering Memorandum).

COVID-19 Pandemic and Market Conditions

The Company’s operations were disrupted due to the circumstances surrounding the COVID-19 pandemic including, but not limited to, suggested and mandated social distancing and stay at home orders, resulting in the Company having to modify its business practices. The Company experienced delays in the preparation of its financial statements as a result of the COVID-19 pandemic and availed itself of the SEC’s order (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the Exchange Act), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as amended by Release No. 34-88465 issued on March 25, 2020 to extend the original deadline of May 11, 2020 for the filing of this Quarterly Report. Management of the Company believes it has proactively addressed many of the known operational impacts of the COVID-19 pandemic to the extent possible and will strive to continue to do so, but there can be no guarantee the measures will be fully effective.

Furthermore, the oil and gas industry has experienced unprecedented price disruptions during 2020, due in part to significantly decreased demand as a result of the COVID-19 pandemic and the announcement by Saudi Arabia of a significant increase in its maximum crude oil production capacity as well as the announcement by Russia that previously agreed upon oil production cuts between members of the Organization of the Petroleum Exporting Countries and its broader partners (OPEC+) would expire on April 1, 2020. On April 12, 2020, members of OPEC+ agreed to certain production cuts; however, these cuts are not expected to be enough to offset near-term demand loss attributable to the COVID-19 pandemic. Activity declined in the face of depressed crude oil pricing, with the average U.S. land rig count dropping 25% in the first quarter of 2020 as compared to the first quarter of 2019. The global rig count has continued to decline during the beginning of the second quarter of 2020 as well. These market conditions have significantly impacted the Company’s business, with a more severe impact to the North American business in the first quarter of 2020. As customers continue to revise their capital budgets in order to adjust spending levels in response to lower commodity prices, the Company has experienced significant pricing pressure for its products and services. The Company expects such pricing pressure to continue during the remainder of 2020 if the economic climate in the United States and abroad continues to deteriorate.

Ransomware Attack

On March 31, 2020, the Company detected a ransomware attack on its network that temporarily disrupted access to some systems. The Company immediately took steps to isolate affected systems and contain disruption to the Company’s information technology infrastructure. The Company also implemented measures to prevent additional systems from being affected, including taking systems offline as a precaution. The Company engaged third party information technology experts to restore and recover those affected systems to full functionality as quickly as possible. The Company believes there has not been any material impact to its operating activities or its controls over financial reporting. The Company does not believe that this incident will have a long-term material adverse impact on its business, results of operations or financial condition. The Company has implemented enhanced security features and monitoring procedures to mitigate the likelihood of similar future events.

New York Stock Exchange Notice

On March 30, 2020, the Company received a written notice from the New York Stock Exchange (the NYSE) notifying the Company that it was not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual because the average global market capitalization of the Company’s common stock over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million (the $50 Million Standard).

In response to the significant volatility in the financial markets caused by the COVID-19 pandemic, on April 21, 2020, the SEC approved, with immediate effectiveness, the NYSE’s proposal to permit a longer cure period for NYSE-listed companies to regain compliance with the $50 Million Standard by tolling their respective compliance periods through June 30, 2020 (the Tolling Order). Under the NYSE rules, the Company would normally have 18 months to cure the noncompliance (the 18-Month Cure Period). However, in accordance with the Tolling Order, the Company’s 18-Month Cure Period will be paused through June 30, 2020, and will resume on July 1, 2020. On May 14, 2020, the Company submitted its plan (the Plan) to cure the deficiency and regain compliance with the $50 Million Standard.

If the NYSE accepts the Company’s Plan, the Company’s common stock will continue to be traded on the NYSE during the 18-Month Cure Period, as extended by the Tolling Order, subject to the Company’s compliance with the Plan and other continued listing requirements.