Amended Quarterly Report (10-q/a)
May 25 2018 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q/A
Amendment No. 1
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018
OR
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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 Number:
001-38383
Quintana Energy Services Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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82-1221944
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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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1415 Louisiana Street, Suite 2900
Houston, TX 77002
(Address of principal executive offices)
(832)
518-4094
(registrants telephone number, including area code)
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 and posted on its corporate Web site, if any, 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 ☒ 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
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Accelerated filer
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Non-accelerated
filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth 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. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). Yes ☐ No ☒
The number of shares of the registrants common stock, par value $0.01 per share, outstanding at May 10, 2018, was
33,630,934.
Explanatory Note
This Amendment No. 1 (this Amendment) to our Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2018, originally filed with the Securities and Exchange Commission on May 10, 2018 (the Original Form
10-Q),
is being filed solely to furnish the exhibits listed in the Exhibit Index hereto, which provide certain items from the Original Form
10-Q
formatted in
Extensible Business Reporting Language (XBRL). This Amendment is being filed within the time period provided by Rule 405(a)(2) of Regulation
S-T.
No other changes have been made to the Original Form
10-Q
except for the furnishing of
the exhibits described above. This Amendment does not reflect subsequent events occurring after the date of the Original Form
10-Q
or modify or update any disclosures set forth in the Original Form
10-Q.
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Exhibit
Number
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Description
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2.1
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Master Reorganization Agreement,
dated as of February 8, 2018, by and among the Quintana Energy Services Inc., Quintana Energy Services LP, QES Holdco LLC and the other parties named therein (Incorporated by reference to Exhibit 2.1 of Quintana Energy Services Inc.s
Current Report on Form
8-K
filed on February 14, 2018).
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3.1
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Amended and Restated Certificate
of Incorporation of Quintana Energy Services Inc. (Incorporated by reference to Exhibit 3.1 of Quintana Energy Services Inc.s Quarterly Report on Form 10-Q, filed on May 10, 2018).
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3.2
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Amended and Restated Bylaws of Quintana
Energy Services Inc. (Incorporated by reference to Exhibit 3.3 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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4.1
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Second Amended and Restated Equity
Rights Agreement, dated February 13, 2018, by and among Quintana Energy Services Inc. and the other parties named therein (Incorporated by reference to Exhibit 4.1 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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4.2
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Registration Rights Agreement, dated
February 13, 2018, by and among Quintana Energy Services Inc. and the other parties named therein (Incorporated by reference to Exhibit 4.2 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.1
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Loan, Security and Guaranty Agreement,
dated February 13, 2018, by and among Quintana Energy Services Inc., Quintana Energy Services LP, the various borrowers thereto, Bank of America, N.A., as agent, joint lead arranger and sole bookrunner, ZB, N.A. DBA Amegy Bank, as joint lead
arranger, and Citibank, N.A., as joint lead arranger (Incorporated by reference to Exhibit 10.3 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.2+
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Quintana Energy Services Inc. 2018
Long Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.3+
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Quintana Energy Services Inc. Amended
and Restated Long-Term Incentive Plan (also referred to as the QES Legacy Long-Term Incentive Plan) (Incorporated by reference to Exhibit 10.2 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.4+
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Form of Phantom Unit Agreement under
the Quintana Energy Services Inc. Amended and Restated Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.10 of Quintana Energy Services Inc.s Registration Statement on Form
S-8
filed on
February 14, 2018).
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10.5+
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Form of Phantom Unit Agreement (Corporate
Executives) under the Quintana Energy Services Inc. Amended and Restated Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.11 of Quintana Energy Services Inc.s Registration Statement on Form
S-8
filed on February 14, 2018).
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10.6+
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Indemnification Agreement (D. Rogers
Herndon) (Incorporated by reference to Exhibit 10.4 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.7+
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Indemnification Agreement (Christopher
J. Baker) (Incorporated by reference to Exhibit 10.5 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.8+
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Indemnification Agreement (Keefer
M. Lehner) (Incorporated by reference to Exhibit 10.6 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.9+
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Indemnification Agreement (Max L.
Bouthillette) (Incorporated by reference to Exhibit 10.7 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.10+
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Indemnification Agreement (Dag Skindlo)
(Incorporated by reference to Exhibit 10.8 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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37
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Exhibit
number
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Description
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10.11+
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Indemnification Agreement (Gunnar
Eliassen) (Incorporated by reference to Exhibit 10.9 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.12+
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Indemnification Agreement (Rocky
L. Duckworth) (Incorporated by reference to Exhibit 10.10 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.13+
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Indemnification Agreement (Dalton
Boutté, Jr.) (Incorporated by reference to Exhibit 10.11 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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10.14+
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Indemnification Agreement (Corbin
J. Robertson, Jr.) (Incorporated by reference to Exhibit 10.12 of Quintana Energy Services Inc.s Current Report on Form
8-K
filed on February 14, 2018).
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31.1*
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Certification of Principal Executive Officer Pursuant to Rules
13a-14(a)
and
15d-14(a)
under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer Pursuant to Rules
13a-14(a)
and
15d-14(a)
under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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The schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K
and will be provided to the Securities and Exchange Commission upon request.
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Management contract or compensatory plan or arrangement
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38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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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QUINTANA ENERGY SERVICES INC.
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By:
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/s/ Keefer M. Lehner
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Keefer M. Lehner
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Executive Vice President and Chief Financial Officer
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Date: May 25, 2018
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