--12-31TX00008868352019FYtrue 0000886835 2019-01-01 2019-12-31 0000886835 2019-06-30 0000886835 2020-06-01 iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31,
2019
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Transition Period from
to
Commission File No.
001-34037
Commission Company Name: SUPERIOR ENERGY SERVICES INC
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1001 Louisiana Street, Suite 2900
Houston, TX
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Address of principal executive offices)
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Registrant’s telephone number, including area code: (713)
654-2200
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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Common Stock, $.001 par value
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
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No
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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
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No
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). Yes
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No
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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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Smaller reporting company
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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.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act). Yes
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No
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At June 30, 2019, the aggregate market value of the registrant’s voting stock held by
non-affiliates
of the registrant was $205.4 million. At June 1, 2020 there were 15,798,919 shares of the registrant’s common stock outstanding.
Superior Energy Services, Inc. (the Company, we, us or our) filed its Annual Report on Form
10-K
for the fiscal year ended December 31, 2019 (the Form
10-K)
with the U.S. Securities and Exchange Commission (the SEC) on February 28, 2020. The Company is filing this Amendment No. 1 to the Form
10-K
(the Form
10-K/A
or this Amendment) solely for the purpose of including the Part III information. This information was previously omitted from the original Form
10-K
in reliance on General Instruction G(3) to Form
10-K,
which permits the information in Part III to be incorporated in the Form
10-K
by reference from the Company’s definitive proxy statement or an amendment to the
Form10-K
if such statement or amendment is filed with the SEC no later than 120 days after the Company’s fiscal
year-end.
The Company is filing this Form
10-K/A
to include Part III information because the Company did not file a definitive proxy statement containing such information within 120 days after the end of the fiscal year covered by the Form
10-K.
This Form
10-K/A
hereby amends and restates in their entirety Items 10 through 14 of Part III of the Form
10-K.
The Company is also relying on the
45-day
extension provided by an order issued on March 4, 2020 by the SEC 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 (as amended, the Order) to delay the filing of this Form
10-K/A
after April 30, 2020, which is the original filing deadline (the Original Filing Deadline) for filing the Part III information. On April 28, 2020, the Company filed the Current Report on Form
8-K
with the SEC to indicate its intention to rely on the Order for the extension of the filing of this Form
10-K/A.
Consistent with our statements made in the Form
8-K,
the Company was unable to file this Form
10-K/A
until the date hereof because the Company’s operations have experienced disruptions due to the circumstances surrounding the
COVID-19
pandemic including, but not limited to, suggested and mandated social distancing and stay home orders. These mandates and the resulting office closures and staff reductions have severely limited access to the Company’s facilities by the Company’s financial reporting and accounting staff as well as other advisors involved in the preparation of this Form
10-K/A
and impacted the Company’s ability to fulfill required preparation and review processes and procedures with respect to this Form
10-K/A.
In light of the impact of the factors described above, the Company was unable to compile and review certain information necessary to permit the Company to timely file this
10-K/A
by the Original Filing Deadline without unreasonable effort and expense.
Pursuant to Rule
12b-15
under the Exchange Act, this Form
10-K/A
also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(b) of Part IV is amended and restated to include the currently dated certifications as exhibits to this Form
10-K/A.
Because no financial statements have been amended by or included in this Form
10-K/A
and this Form
10-K/A
does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K,
paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as expressly noted in this Form
10-K/A,
this Form
10-K/A
does not reflect events occurring after the original filing of the Form
10-K
or modify or update in any way any of the other disclosures contained in the Form
10-K
including, without limitation, the financial statements. Accordingly, this Form
10-K/A
should be read in conjunction with the Company’s Form
10-K
and the Company’s other filings with the SEC.
FORWARD-LOOKING STATEMENTS
This Form
10-K/A
and other documents filed by us with the SEC contain, and future oral or written statements or press releases by us and our management may contain, forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements other than statements of historical fact included in this Form
10-K/A
or such other materials regarding our financial position, financial performance, liquidity, strategic alternatives, market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by our management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties that could cause our actual results to differ materially from such statements. Such risks and uncertainties include, but are not limited to:
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the conditions in the oil and gas industry;
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the effects of public health threats, pandemics and epidemics, like the recent
COVID-19
pandemic, and the adverse impact thereof on our business, financial condition, results of operations and liquidity, including, but not limited to, our growth, operating costs, supply chain, labor availability, logistical capabilities, customer demand and industry demand generally, margins, utilization, cash position, taxes, the price of our securities, the ability to access capital markets;
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the ability of the members of OPEC+ to agree on and to maintain crude oil price and production controls;
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our outstanding debt obligations and the potential effect of limiting our ability to fund future growth;
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necessary capital financing may not be available at economic rates or at all;
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volatility of our common stock;
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operating hazards, including the significant possibility of accidents resulting in personal injury or death, or property damage for which we may have limited or no insurance coverage or indemnification rights;
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we may not be fully indemnified against losses incurred due to catastrophic events;
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claims, litigation or other proceedings that require cash payments or could impair financial condition;
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credit risk associated with our customer base;
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the effect of regulatory programs and environmental matters on our operations or prospects;
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the impact that unfavorable or unusual weather conditions could have on our operations;
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the potential inability to retain key employees and skilled workers;
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political, legal, economic and other risks and uncertainties associated with our international operations;
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laws, regulations or practices in foreign countries could materially restrict our operations or expose us to additional risks;
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potential changes in tax laws, adverse positions taken by tax authorities or tax audits impacting our operating results;
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changes in competitive and technological factors affecting our operations;
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risks associated with the uncertainty of macroeconomic and business conditions worldwide;
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potential impacts of cyber-attacks on our operations;
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counterparty risks associated with reliance on key suppliers;
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challenges with estimating our potential liabilities related to our oil and natural gas property; and
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risks associated with potential changes of the Bureau of Ocean Energy Management security and bonding requirements for offshore platforms.
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These risks and other uncertainties related to our business are described in detail in Part I, Item 1A of the Form
10-K.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Investors are cautioned that many of the assumptions on which our forward-looking statements are based are likely to change after such statements are made, including for example the market prices of oil and gas and regulations affecting oil and gas operations, which we cannot control or anticipate. Further, we may make changes to our business strategies and plans (including our capital spending and capital allocation plans) at any time and without notice, based on any changes in the above-listed factors, our assumptions or otherwise, any of which could or will affect our results.