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spn-20210331x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



	FORM 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)


	Delaware		75-2379388
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)

	1001 Louisiana Street, Suite 2900		77002
	Houston, TX		(Zip Code)
	(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 654-2200

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


Title of each class	Trading symbol	Name of each exchange on which registered
None	N/A	None

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 x

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 x		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 x

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 x

The number of shares of the registrant’s Class A common stock outstanding on September 28, 2021 was 19,998,695.
‎

SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q for

the Quarterly Period Ended March 31, 2021

TABLE OF CONTENTS



		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements and Notes
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Unaudited Consolidated Statements of Changes in Stockholders' Equity (Deficit)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	42

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities	44
Item 6.	Exhibits	45

SIGNATURES		46

‎

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements and Notes


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(unaudited)
	Successor		Predecessor
ASSETS	March 31, 2021		December 31, 2020
Current assets:
Cash and cash equivalents	$	197,307	$	188,006
Restricted cash - current		16,751		-
Accounts receivable, net of allowance for doubtful accounts of $0 and $24,629 at March 31, 2021 and December 31, 2020, respectively		182,519		183,964
Income taxes receivable		-		8,891
Prepaid expenses		41,666		36,651
Inventory and other current assets		105,772		96,141
Assets held for sale		41,881		47,635
Total current assets		585,896		561,288

Property, plant and equipment, net		612,597		542,090
Operating lease right-of-use assets		45,965		50,192
Goodwill		-		138,677
Notes receivable		73,677		72,612
Restricted cash		80,056		80,178
Intangible and other long-term assets, net		25,649		56,042
Total assets	$	1,423,840	$	1,501,079

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	61,543	$	55,873
Accrued expenses		162,063		130,332
Income taxes payable		1,561		-
Current portion of decommissioning liabilities		358		3,765
Liabilities held for sale		1,177		4,079
Total current liabilities		226,702		194,049
Decommissioning liabilities		174,224		138,981
Operating lease liabilities		29,416		40,258
Deferred income taxes		54,473		5,288
Other long-term liabilities		72,969		125,356

Total non-current liabilities		331,082		309,883
Liabilities Subject to Compromise		-		1,335,794

Total liabilities		557,784		1,839,726

Stockholders’ equity (deficit):
Predecessor common stock $0.001 par value; Authorized - 25,000,000, Issued - 15,799,318, Outstanding - 14,826,906 at December 31, 2020		-		16
Successor Class A common stock $0.01 par value; Authorized - 50,000,000 shares 19,995,581 shares issued and outstanding at March 31, 2021		200		-
Additional paid-in capital		902,486		2,756,889
Predecessor Treasury stock at cost, 972,412 shares at December 31, 2020		-		(4,290)
Accumulated other comprehensive loss, net		-		(67,947)
Accumulated deficit		(36,630)		(3,023,315)
Total stockholders’ equity (deficit)		866,056		(338,647)
Total liabilities and stockholders’ equity (deficit)	$	1,423,840	$	1,501,079

See accompanying notes to unaudited condensed consolidated financial statements.



SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	Successor		Predecessor
	For the period February 3, 2021 through March 31,		For the Period January 1, 2021 through February 2,		Three Months Ended March 31,
	2021		2021		2020
Revenues:
Services	$	69,801	$	30,189	$	180,236
Rentals		32,915		15,123		100,105
Product sales		26,379		11,335		41,156
Total revenues		129,095		56,647		321,497
Costs and expenses:
Cost of services		58,473		25,182		140,199
Cost of rentals		14,280		6,724		40,043
Cost of sales		16,945		8,056		31,444
Cost of revenues (exclusive of depreciation, depletion, amortization and accretion)		89,698		39,962		211,686
Depreciation, depletion, amortization and accretion - services		28,516		5,564		23,159
Depreciation, depletion, amortization and accretion - rentals		13,466		2,834		12,820
Depreciation, depletion, amortization and accretion - sales		10,825		2,100		5,376
General and administrative expenses		20,937		12,164		65,157
Restructuring and other expenses		8,383		1,270		-
Reduction in value of assets		-		-		16,522
Loss from operations		(42,730)		(7,247)		(13,223)

Other income (expense):
Interest income (expense), net		215		204		(25,134)
Reorganization items, net		-		335,560		-
Other income (expense):		(2,845)		(2,104)		(4,232)
Income (loss) from continuing operations before income taxes		(45,360)		326,413		(42,589)
Income tax (expense) benefit		7,852		(59,901)		10,254
Net income (loss) from continuing operations		(37,508)		266,512		(32,335)
Income (loss) from discontinued operations, net of income tax		878		2,265		(47,129)
Net income (loss)	$	(36,630)	$	268,777	$	(79,464)

Income (loss) per share -basic
Net income (loss) from continuing operations	$	(1.87)	$	17.96	$	(2.18)
Income (loss) from discontinued operations		0.04		0.15		(3.18)
Net income (loss)	$	(1.83)	$	18.11	$	(5.36)

Income (loss) per share - diluted:
Net income (loss) from continuing operations	$	(1.87)	$	17.88	$	(2.18)
Income (loss) from discontinued operations		0.04		0.15		(3.18)
Net income (loss)	$	(1.83)	$	18.03	$	(5.36)

Weighted-average Class A shares outstanding - basic		19,996		14,845		14,809
Weighted-average Class A shares outstanding - diluted		19,996		14,905		14,809

See accompanying notes to condensed consolidated financial statements.

‎


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)
	Successor		Predecessor
	For the period February 3, 2021 through March 31, 2021		For the Period January 1, 2021 through February 2, 2021		Three Months Ended March 31, 2020
Net income (loss)		(36,630)		268,777		(79,464)
Change in cumulative translation adjustment, net of tax		-		67,947		(4,538)
Comprehensive income (loss)	$	(36,630)	$	336,724	$	(84,002)

See accompanying notes to unaudited condensed consolidated financial statements.

‎


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Successor		Predecessor
	For the period February 3, 2021 through March 31, 2021		For the Period January 1, 2021 through February 2, 2021		Three Months Ended March 31, 2020
Cash flows from operating activities:
Net income (loss)	$	(36,630)	$	268,777	$	(79,464)

Adjustments to reconcile net loss to net cash provided by ‎ operating activities:
Depreciation, depletion, amortization and accretion		52,807		10,498		41,355
Deferred income taxes		(5,051)		54,322		3,882
Amortization of debt acquisition costs		82		-		16,522
Reduction in value of assets held for sale		-		(2,654)		46,358
Assets held for sale		(71)		-		-
Right-of-use assets amortization		2,544		1,372		4,373
Reorganization items, net		-		(354,279)		-
Retirement and deferred compensation plans expense, net		(2,007)		260		3,584
Bad debt		(4,398)		(210)		-
Gain on sale of assets and businesses		(2,673)		58		-
Other reconciling items, net		(710)		(307)		1,776
Changes in operating assets and liabilities:
Accounts receivable		2,414		3,602		(3,448)
Prepaid expenses		(4,625)		(340)		4,129
Inventory and other current assets