Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
09 Noviembre 2016 - 4:02PM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number
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3235-0058
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Expires
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October 31, 2018
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Estimated average burden
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hours per response
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2.50
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SEC FILE NUMBER
001-08038
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CUSIP NUMBER
492914106
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One)
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☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended: September 30, 2016
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT
INFORMATION
Key Energy Services, Inc.
Full Name of Registrant
N/A
Former Name if
Applicable
1301 McKinney Street, Suite 1800
Address of Principal Executive Office
(Street and Number)
Houston, TX 77010
City,
State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
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☒
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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SEC 1344 (04-09)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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PART III NARRATIVE
State below in
reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As previously disclosed in filings by Key Energy Services, Inc. (the Company or Key) with the Securities and Exchange Commission (the
SEC), on October 24, 2016, the Company and certain of its domestic subsidiaries (collectively, and together with the Company, the Debtors) filed voluntary petitions (the Bankruptcy Petitions) for reorganization
under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
Also, as previously disclosed with the SEC, on October 18, 2016, the Company closed the sale of its Mexican businesses and related assets (collectively, the
Divested Businesses). The Company is still evaluating the impacts of the filing of the Bankruptcy Petitions and the sale of the Divested Businesses on the Companys financial statements and its disclosures, and these events have the
potential to impact the presentation of information and disclosures in the Companys Quarterly Report on Form 10-Q for the three months ended September 30, 2016 (the Form 10-Q). As a result, the Company is unable to file the Form
10-Q by the prescribed due date. The Company expects that it will file the Form 10-Q on or before the fifth calendar day following its prescribed due date, although there can be no assurance in this regard.
The Company expects to report revenues and net loss of approximately $102.4 million and $130.9 million, respectively, for the three months ended September 30,
2016, as compared to revenues and net loss of approximately $176.9 million and $640.2 million for the three months ended September 30, 2015. The Companys revenues declined in the current period relative to the prior year period due to lower
spending by its customers and lower prices for its services as a result of lower oil prices and reduced demand. The Companys net loss declined in the current period relative to the prior year period due primarily to the fact that the Company
recorded significant impairments in the 2015 third quarter.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification.
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Katherine I. Hargis
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713
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651-4446
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? Yes ☒ No ☐
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See disclosure under Part III above.
Cautionary Note to Investors Regarding Forward-Looking Statements
This Form 12b-25 filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not
historical in nature or that relate to future events and conditions are, or may be deemed to be, forward-looking statements. These forward-looking statements are based on Keys current expectations, estimates and projections and its
managements beliefs and assumptions concerning future events and financial trends affecting Keys financial condition and results of operations. In some cases, you can identify these statements by terminology such as may,
will, should, predicts, expects, believes, anticipates, projects, potential or continue or the negative of such terms and other comparable
terminology. These statements are only predictions and are subject to substantial risks and uncertainties and are not guarantees of performance. Future actions, events and conditions and future results of operations may differ materially from those
expressed in these statements. In evaluating those statements, you should carefully consider the risk factors set forth in Keys Annual Report on Form 10-K for the year ended December 31, 2015 and Exhibit 99.4 to Keys Current Report on
Form 8-K filed on August 25, 2016. Key undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 12b-25 except as required by law. All of Keys written and oral
forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements.
Key Energy Services, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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November 9, 2016
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By:
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/s/ Katherine I. Hargis
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Katherine I. Hargis
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Vice President,
Chief Legal Officer and Secretary
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representatives authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C.
1001).
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