Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 09, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | bas | |
Entity Registrant Name | BASIC ENERGY SERVICES INC | |
Entity Central Index Key | 1,109,189 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,757,664 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 34,338 | $ 46,732 |
Restricted cash | 28,677 | 0 |
Trade accounts receivable, net of allowance of $1,980 and $2,670, respectively | 95,801 | 102,127 |
Accounts receivable - related parties | 13 | 35 |
Income tax receivable | 1,273 | 1,828 |
Inventories | 34,529 | 36,944 |
Prepaid expenses | 14,035 | 13,851 |
Other current assets | 8,676 | 9,968 |
Total current assets | 217,342 | 211,485 |
Property and equipment, net | 713,817 | 846,290 |
Deferred debt costs, net of amortization | 1,591 | 3,420 |
Intangible assets, net of amortization | 59,232 | 66,745 |
Other assets | 11,066 | 10,241 |
Total assets | 1,003,048 | 1,138,181 |
Current liabilities: | ||
Accounts payable | 40,559 | 54,521 |
Accrued expenses | 87,846 | 59,380 |
Current portion of long-term debt, net | 954,812 | 48,651 |
Other current liabilities | 3,311 | 7,003 |
Total current liabilities | 1,086,528 | 169,555 |
Long-term debt, net | 40,555 | 828,664 |
Deferred tax liabilities | 663 | 5,066 |
Other long-term liabilities | 27,568 | 28,558 |
Commitments and contingencies | ||
Stockholders' (deficit) equity: | ||
Preferred stock; $0.01 par value; 5,000,000 shares authorized; none designated or issued at September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock; $0.01 par value; 80,000,000 shares authorized; 43,500,032 shares issued and 42,757,664 shares outstanding at September 30, 2016; 43,500,032 shares issued and 42,196,680 shares outstanding at December 31, 2015 | 435 | 435 |
Additional paid-in capital | 376,949 | 374,729 |
Retained deficit | (522,131) | (256,812) |
Treasury stock, at cost, 742,368 and 1,303,352 shares at September 30, 2016 and December 31, 2015, respectively | (7,519) | (12,014) |
Total stockholders' (deficit) equity | (152,266) | 106,338 |
Total liabilities and stockholders' equity | $ 1,003,048 | $ 1,138,181 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for trade accounts receivable | $ 1,980 | $ 2,670 |
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 43,500,032 | 43,500,032 |
Common stock, shares outstanding | 42,757,664 | 42,196,680 |
Treasury stock, shares | 742,368 | 1,303,352 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Total revenues | $ 141,610 | $ 189,247 | $ 391,970 | $ 644,564 |
Expenses: | ||||
Expenses | 116,271 | 154,930 | 332,951 | 506,815 |
General and administrative, including stock-based compensation of $2,238 and $3,298 in three months ended September 30, 2016 and 2015, and $7,355 and $10,537 in the nine months ended September 30, 2016 and 2015, respectively | 30,065 | 35,984 | 86,706 | 110,861 |
Restructuring costs | 10,470 | 0 | 10,470 | 0 |
Depreciation and amortization | 53,142 | 60,328 | 164,141 | 181,488 |
Goodwill impairment | 646 | 81,877 | 646 | 81,877 |
Loss (gain) on disposal of assets | (128) | 1,128 | 133 | 1,119 |
Total expenses | 210,466 | 334,247 | 595,047 | 882,160 |
Operating loss | (68,856) | (145,000) | (203,077) | (237,596) |
Other income (expense): | ||||
Interest expense | (23,953) | (17,242) | (67,188) | (50,945) |
Interest income | 14 | 7 | 23 | 17 |
Bargain purchase gain on acquisition | 662 | 0 | 662 | 0 |
Other income | 37 | 114 | 378 | 449 |
Loss before income taxes | (92,096) | (162,121) | (269,202) | (288,075) |
Income tax benefit (expense) | (1) | 56,479 | 3,883 | 101,514 |
Net loss | $ (92,097) | $ (105,642) | $ (265,319) | $ (186,561) |
Loss per share of common stock: | ||||
Basic (dollars per share) | $ (2.16) | $ (2.63) | $ (6.32) | $ (4.61) |
Diluted (dollars per share) | $ (2.16) | $ (2.63) | $ (6.32) | $ (4.61) |
Operating Segments | Completion and remedial services | ||||
Revenues: | ||||
Total revenues | $ 49,425 | $ 67,240 | $ 125,348 | $ 249,070 |
Expenses: | ||||
Expenses | 40,292 | 56,165 | 107,941 | 195,086 |
Depreciation and amortization | 18,383 | 21,163 | 56,782 | 63,518 |
Operating Segments | Fluid services | ||||
Revenues: | ||||
Total revenues | 47,178 | 62,631 | 142,919 | 200,138 |
Expenses: | ||||
Expenses | 39,268 | 47,706 | 119,053 | 150,218 |
Depreciation and amortization | 15,584 | 17,638 | 48,133 | 52,989 |
Operating Segments | Well servicing | ||||
Revenues: | ||||
Total revenues | 43,160 | 55,533 | 118,891 | 175,701 |
Expenses: | ||||
Expenses | 35,028 | 47,877 | 101,345 | 147,314 |
Depreciation and amortization | 13,491 | 15,061 | 41,669 | 45,582 |
Operating Segments | Contract drilling | ||||
Revenues: | ||||
Total revenues | 1,847 | 3,843 | 4,812 | 19,655 |
Expenses: | ||||
Expenses | 1,683 | 3,182 | 4,612 | 14,197 |
Depreciation and amortization | $ 3,109 | $ 3,536 | $ 9,603 | $ 10,601 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Stock-based compensation | $ 2,238 | $ 3,298 | $ 7,355 | $ 10,537 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Retained Deficit |
Beginning Balance (in shares) at Dec. 31, 2015 | 43,500,032 | ||||
Beginning Balance at Dec. 31, 2015 | $ 106,338 | $ 435 | $ 374,729 | $ (12,014) | $ (256,812) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuances of restricted stock | 0 | (5,135) | 5,135 | ||
Amortization of share-based compensation | 7,355 | 7,355 | |||
Purchase of treasury stock | (640) | (640) | |||
Net loss | (265,319) | (265,319) | |||
Ending Balance (in shares) at Sep. 30, 2016 | 43,500,032 | ||||
Ending Balance at Sep. 30, 2016 | $ (152,266) | $ 435 | $ 376,949 | $ (7,519) | $ (522,131) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (265,319) | $ (186,561) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 164,141 | 181,488 |
Goodwill impairment | 646 | 81,877 |
Bargain purchase gain on acquisition | (662) | 0 |
Accretion on asset retirement obligation | 109 | 99 |
Change in allowance for doubtful accounts | (690) | 261 |
Amortization of deferred financing costs | 6,085 | 2,831 |
Amortization of premium on notes | (209) | (194) |
Non-cash compensation | 7,355 | 10,537 |
Loss on disposal of assets | 133 | 1,119 |
Deferred income taxes | (4,403) | (101,366) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 7,038 | 122,234 |
Inventories | 3,274 | 5,658 |
Income tax receivable | 555 | 804 |
Prepaid expenses and other current assets | 1,245 | (1,729) |
Other assets | (837) | (535) |
Accounts payable | (13,962) | (3,687) |
Other liabilities | (4,770) | 4,133 |
Accrued expenses | 28,466 | (23,898) |
Net cash (used in) provided by operating activities | (71,805) | 93,071 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (22,907) | (47,288) |
Proceeds from sale of assets | 2,781 | 7,558 |
Payments for businesses, net of cash acquired | 0 | (16,730) |
Net cash used in investing activities | (20,126) | (56,460) |
Cash flows from financing activities: | ||
Payments of debt | (37,962) | (55,367) |
Proceeds from debt | 165,000 | 0 |
Change in restricted cash | (28,677) | |
Purchase of treasury stock | (640) | (4,626) |
Tax withholding from exercise of stock options | 0 | (3) |
Exercise of employee stock options | 0 | 727 |
Deferred loan costs and other financing activities | (18,184) | (1,285) |
Net cash provided by (used in) financing activities | 79,537 | (60,554) |
Net decrease in cash and equivalents | (12,394) | (23,943) |
Cash and cash equivalents - beginning of period | 46,732 | 79,915 |
Cash and cash equivalents - end of period | $ 34,338 | $ 55,972 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Basis of Presentation The accompanying unaudited consolidated financial statements of Basic Energy Services, Inc. and subsidiaries (“Basic” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in this Quarterly Report on Form 10-Q in accordance with GAAP and financial statement requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”). The notes to the consolidated financial statements (unaudited) should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation have been made in the accompanying unaudited financial statements. Nature of Operations Basic provides a wide range of well site services to oil and natural gas drilling and producing companies, including completion and remedial services, fluid services, well servicing and contract drilling. These services are primarily provided using Basic’s fleet of equipment. Basic’s operations are concentrated in the major United States onshore oil and gas producing regions in Texas, New Mexico, Oklahoma, Arkansas, Kansas, Louisiana, Wyoming, North Dakota, Colorado, Utah, Montana, West Virginia, Ohio, California, Kentucky and Pennsylvania. Risks and Uncertainties Voluntary Petitions Under Chapter 11 of the Bankruptcy Code On October 25, 2016, Basic and certain of its subsidiaries (collectively with Basic, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) to pursue a balance sheet restructuring pursuant to a Joint Prepackaged Chapter 11 Plan of the Debtors (as proposed, the “Prepackaged Plan”). The Debtors’ Chapter 11 Cases are being jointly administered under the caption In re Basic Energy Services, Inc. et al. (Case No. 16-12320). No trustee has been appointed, and the Debtors will continue to operate their businesses as “debtors in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. Basic expects to continue its operations without interruption during the pendency of the Chapter 11 Cases. To assure ordinary course operations, the Court approved on an interim basis a variety of “first day” motions seeking various relief and authorizing the Debtors to maintain their operations in the ordinary course. The Debtors expect to receive approval of the “first day” motions on a final basis on or before November 18, 2016. A summary of the key features of the Prepackaged Plan was included in Item 1.01 to our Current Report on Form 8-K filed on October 24, 2016. The subsidiary Debtors in the Chapter 11 Cases are Basic Energy Services GP, LLC; Basic Energy Services LP, LLC; Basic Energy Services, L.P.; Basic ESA, Inc.; Chaparral Service, Inc.; SCH Disposal, L.L.C.; Sledge Drilling Corp.; Admiral Well Service, Inc.; Basic Marine Services, Inc.; JS Acquisition LLC; Permian Plaza, LLC; Maverick Coil Tubing Services, LLC; First Energy Services Company; JetStar Holdings, Inc.; Xterra Fishing & Rental Tools Co.; Maverick Solutions, LLC; LeBus Oil Field Service Co.; Acid Services, LLC; Taylor Industries, LLC; Maverick Stimulation Company, LLC; Globe Well Service, Inc.; JetStar Energy Services, Inc.; Platinum Pressure Services, Inc.; Maverick Thru-Tubing Services, LLC; MCM Holdings, LLC; MSM Leasing, LLC; and The Maverick Companies, LLC. Restructuring Support Agreement On October 23, 2016, Basic and its Debtor subsidiaries entered into a Restructuring Support Agreement (the “RSA”) with 100% of the lenders under Basic’s Term Loan Credit Agreement (the “Consenting Term Loan Lenders”) and holders of over 80% (the “Consenting Noteholders,” and collectively with the Consenting Term Loan Lenders, the “Required Restructuring Support Parties”) of Basic’s 7.75% Senior Notes due 2019 (the “2019 Notes”) and Basic’s 7.75% Senior Notes due 2022 (the “2022 Notes,” and together with the 2019 Notes, the “Unsecured Notes”). Under the RSA, each of the Required Restructuring Support Parties agreed to, among other things: (i) vote any claim it holds against the Debtors to accept the Prepackaged Plan and not (a) change or withdraw (or cause to be changed or withdrawn) its vote to accept the Prepackaged Plan, (b) object to, delay, impede, or take any other action to interfere with, delay, or postpone acceptance, consummation, or implementation of the Prepackaged Plan, or (c) propose, file, support, or vote for any restructuring, sale of assets, workout, or plan of reorganization of the Debtors other than the Prepackaged Plan and (ii) subject to certain exceptions, limit its ability to transfer the indebtedness it holds. Under the RSA, the Debtors agreed to, among other things: (i) take all reasonably necessary and proper action and use reasonable best efforts to consummate the Debtors’ restructuring in accordance with the RSA; (ii) use reasonable best efforts to meet the milestones set forth in the RSA; (iii) act in good faith and use reasonable best efforts to support and complete successfully the related solicitation of votes to obtain sufficient acceptances of the Prepackaged Plan (the “Solicitation”); (iv) use reasonable best efforts to obtain any and all required regulatory approvals and third-party approvals of the Debtors’ restructuring; (v) not directly or indirectly seek or solicit any discussions relating to, or enter into any agreements relating to, any alternative proposals; (vi) not take any actions inconsistent with the RSA and any other related documents executed by the Debtors; (vii) provide draft copies of all material motions, applications, or other documents that the Debtors intend to file with the Court to the Required Restructuring Support Parties’ counsel at least three calendar days prior to the date when the Debtors intend to file such document, or as soon as reasonably practicable, but in no event later than one business day, where three calendar days’ notice is not reasonably practicable; and (viii) support and take all actions that are necessary and appropriate to facilitate approval of the disclosure statement related to the Solicitation (the “Disclosure Statement”), confirmation of the Prepackaged Plan and consummation of the Debtors’ restructuring in accordance with the RSA. The RSA is terminable by the Required Restructuring Support Parties or the Debtors under certain conditions. The termination provisions include the failure of a backstop agreement to be effective in accordance with its terms or the termination of such backstop agreement, as well as several milestone dates, including, among other things, with respect to (i) a failure by the Debtors to commence the Solicitation; (ii) a failure by the Debtors to commence chapter 11 proceedings and file the Prepackaged Plan and the Disclosure Statement; (iii) a failure by the Court to enter an order approving the Disclosure Statement; and (iv) a failure by the Court to enter an order confirming the Prepackaged Plan. The RSA and the obligations of all parties thereto may be terminated by mutual agreement by the Debtors and the Required Restructuring Support Parties. Proposed Joint Prepackaged Chapter 11 Plan of Reorganization Pursuant to the RSA, the Company commenced the Solicitation on October 24, 2016. In connection with the commencement of the Solicitation, the Disclosure Statement was distributed to certain creditors of the Company. Included in the Disclosure Statement is a proposed form of Prepackaged Plan. The Prepackaged Plan, which is subject to approval of the Court, anticipates that, among other things, on the effective date of the Prepackaged Plan (the “Effective Date”): • The existing shares of Basic will be canceled, and reorganized Basic Energy Services, Inc. will issue (i) new common shares (the “New Common Shares”) and (ii) seven ( 7 ) year warrants (the “Warrants”) entitling their holders upon exercise thereof, on a pro rata basis, to 6% of the total outstanding New Common Shares (after giving effect to the conversion of the New Convertible Notes (as defined below)) at a per share price based upon a total equity value of $1,789,000,000 of the reorganized Company, which New Common Shares and Warrants will be distributed as set forth below; • In connection with a rights offering (the “Rights Offering”), which shall be open to participation by eligible holders of the Company’s 2019 Notes and 2022 Notes and backstopped by certain supporting holders of Unsecured Notes, the Company will issue 9% paid-in-kind ("PIK") interest unsecured notes due 2019 in the aggregate principal amount of $131,250,000 (the “New Convertible Notes”), mandatorily convertible into common stock within 36 months or sooner upon the occurrence of certain events; • The Company’s Amended and Restated Credit Agreement, dated as of November 26, 2014, as amended (the “ABL Credit Agreement”) will be amended or restated or replaced with similar financing; • The Company’s Term Loan Credit Agreement, dated as of February 17, 2016 (the “Term Loan Agreement”), will be amended and restated on identical terms, subject to certain agreed upon changes set forth in the Prepackaged Plan, and the lenders under the Term Loan Agreement have agreed under the Prepackaged Plan to waive payment of the Applicable Premium (as such term is defined in the Term Loan Agreement) triggered by the Chapter 11 filing; • The Unsecured Notes will be canceled and discharged and the holders of those Unsecured Notes will receive New Common Shares representing, in the aggregate, 99.5% of the New Common Shares issued on the Effective Date, and which upon conversion of the New Convertible Notes (assuming such conversion occurs 36 months after the Effective Date) will comprise 51.22% of the total outstanding New Common Shares (in each case subject to dilution by the proposed management incentive plan and the New Common Shares issued upon exercise of the Warrants). Eligible holders of Unsecured Notes will also receive 100% of the subscription rights to acquire $125,000,000 in New Convertible Notes in accordance with Rights Offering procedures to be approved by the Court; • Each holder of existing equity interests in the Company will receive its pro rata share of (i) New Common Shares representing, in the aggregate, 0.5% of the New Common Shares issued on the Effective Date, and which upon conversion of the New Convertible Notes (assuming such conversion occurs 36 months after the Effective Date) will comprise 0.26% of the total outstanding New Common Shares (in each case subject to dilution by the proposed management incentive plan and the New Common Shares issued upon exercise of the Warrants) and (ii) the Warrants; and • Holders of allowed claims arising under the Company’s proposed debtor-in-possession credit facility (the “DIP Facility”), administrative expense claims, priority tax claims, other priority claims, other secured claims and general unsecured creditors of the Company will receive in exchange for their claims payment in full in cash or otherwise have their rights unimpaired under the Bankruptcy Code. Upon the consummation of the Prepackaged Plan, all unvested existing management equity-based compensation plans will be canceled. Reorganized Basic expects to implement a management incentive plan pursuant to which certain officers and employees of reorganized Basic will be eligible to receive, in the aggregate, cash and/or shares and/or options to acquire shares of New Common Stock up to 10% of our total outstanding New Common Stock at the discretion of our reorganized Board of Directors. Backstop Agreement Basic entered into a backstop agreement (the “Backstop Agreement”) on October 25, 2016, pursuant to which the investors set forth in the Backstop Agreement (the “Investors”) agreed to backstop (the “Backstop Commitments”) the Rights Offering. Pursuant to the Backstop Commitments, each of the Investors, severally and not jointly, agreed to fully participate in the Rights Offering and purchase the New Convertible Notes in accordance with the percentages set forth in the Backstop Agreement to the extent unsubscribed under the Rights Offering. To compensate the Investors for the risk of their undertakings in the Backstop Agreement and as consideration for the Backstop Commitments, Basic plans to pay the Investors, subject to approval by the Court, in the aggregate, on the Effective Date, a backstop put premium in an amount equal to five percent of the aggregate amount of the Rights Offering, in the form of $6.25 million aggregate principal amount of New Convertible Notes. The Backstop Agreement is terminable by Basic and/or the Requisite Investors (as defined in the Backstop Agreement) under several conditions. The termination provisions include, among others, (i) the termination of the RSA, (ii) failure to meet certain milestone dates consistent with the RSA, or (iii) a material breach by either Basic or one or more of the Investors of any of the respective party’s undertakings, representations, warranties or covenants set forth in the Backstop Agreement that remains uncured for five business days after the breaching party receives written notice of such breach from the non-breaching party. Basic may be required to pay a termination fee in the amount of $6.25 million to non-defaulting Investors if the Backstop Agreement is terminated as a result of the board exercising its fiduciary duties and terminating the RSA, the Court enters an order refusing to confirm the Prepackaged Plan or an injunction is issued against consummation of the transaction. There will be no over-subscription privilege in the Rights Offering. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Basic and its wholly owned subsidiaries. Basic has no variable interest in any other organization, entity, partnership or contract. All intercompany transactions and balances have been eliminated. Accounting Estimates Preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from those estimates. Areas where critical accounting estimates are made by management include: • Depreciation and amortization of property and equipment and intangible assets • Impairment of property and equipment, goodwill and intangible assets • Allowance for doubtful accounts • Litigation and self-insured risk reserves • Fair value of assets acquired and liabilities assumed in an acquisition • Stock-based compensation • Income taxes |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The significant risks and uncertainties related to the Chapter 11 Cases raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. This assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $265.3 million for the nine months ended September 30, 2016, and a net loss of $241.7 million for the year ended December 31, 2015. We expect that our primary sources of liquidity will be from cash on hand, cash from operations and, until emergence from Chapter 11, financing under our DIP Facility. Our secured term lenders and certain of our noteholders have committed to provide up to $90.0 million under the DIP Facility, of which, we received $30.0 million on October 26, 2016. We are in active discussions with potential lenders to find a replacement for our prepetition $100.0 million asset-based revolving credit facility. For additional information, please see “Risk Factors” in Part II, Item 1A of this Quarterly Report, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in Part I, Item 2 of this Quarterly Report and Note 16. Subsequent Events to these consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In 2015 , Basic acquired substantially all of the assets of the following business, which was accounted for using the purchase method of accounting. The following table summarizes the values for the acquisition at the date of acquisition (in thousands): Total Cash Paid Closing Date (net of cash acquired) Harbor Resources, LLC July 17, 2015 $ 4,500 Aerion Rental, LLC July 24, 2015 1,997 Grey Rock Pressure Pumping, LLC August 31, 2015 10,233 Total 2015 $ 16,730 The operations of the acquisitions listed above are included in Basic’s consolidated statement of operations as of each respective closing date. The provisional values used with respect to Harbor Resources, LLC (“Harbor”), Aerion Rental, LLC (“Aerion”) and Grey Rock Pressure Pumping, LLC (“Grey Rock”) were finalized during the third quarter of 2016 . The pro forma effect of the acquisitions completed during 2015 were not material, either individually or when aggregated, to the reported results of operations. Basic has not made any acquisitions during the first nine months of 2016 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets During the years 2016 and 2015, as a result of the Company’s assessment of goodwill, we impaired all existing goodwill. During the quarter ended September 30, 2016 the Company recognized $646,000 of goodwill as a result of finalizing the 2015 acquisitions of Aerion and Harbor, which was impaired in the same quarter. The Company also recognized a bargain purchase gain of $662,000 upon finalizing the acquisition of Grey Rock, (see Note 3. Acquisitions to these consolidated financial statements ). After the impairment of $646,000 , the Company had no additions to goodwill during the nine months ended September 30, 2016 . Basic’s intangible assets were as follows (in thousands): September 30, 2016 December 31, 2015 Customer relationships $ 91,719 $ 92,660 Non-compete agreements 8,940 13,057 Trade names 1,939 1,939 Other intangible assets 2,096 2,086 104,694 109,742 Less accumulated amortization 45,462 42,997 Intangible assets subject to amortization, net $ 59,232 $ 66,745 Amortization expense for the three months ended September 30, 2016 and 2015 was approximately $2.0 million and $2.2 million , respectively. Amortization expense for the nine months ended September 30, 2016 and 2015 was approximately $6.5 million and $6.7 million , respectively. Intangible assets, net of accumulated amortization allocated to reporting units as of September 30, 2016 , were as follows (in thousands): Completion And Remedial Contract Services Well Servicing Fluid Services Drilling Total Intangible assets subject to amortization, net $ 44,648 $ 4,922 $ 7,050 $ 2,612 $ 59,232 Customer relationships are amortized over a 15 -year life, non-compete agreements are amortized over a five -year life, and other intangible assets are amortized over a 15 -year life. |
Property And Equipment
Property And Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): September 30, 2016 December 31, 2015 Land $ 21,432 $ 19,893 Buildings and improvements 74,424 73,599 Well service units and equipment 491,956 488,003 Frac equipment/test tanks 354,740 363,346 Pumping equipment 345,729 345,938 Fluid services equipment 268,187 268,249 Disposal facilities 161,598 166,371 Contract drilling equipment 112,628 112,068 Rental equipment 96,244 94,970 Light vehicles 65,369 67,521 Software 21,920 21,920 Other 16,006 16,672 Construction equipment 15,132 15,174 Brine and fresh water stations 15,836 13,761 2,061,201 2,067,485 Less accumulated depreciation and amortization 1,347,384 1,221,195 Property and equipment, net $ 713,817 $ 846,290 Basic is obligated under various capital leases for certain vehicles and equipment that expire at various dates during the next five years . The gross amount of property and equipment and related accumulated amortization recorded under capital leases and included above consisted of the following (in thousands): September 30, 2016 December 31, 2015 Fluid services equipment $ 112,048 $ 129,459 Pumping equipment 37,864 43,573 Light vehicles 25,538 33,424 Contract drilling equipment 4,279 6,493 Well service units and equipment 335 541 Construction equipment 118 288 180,182 213,778 Less accumulated amortization 82,168 82,679 $ 98,014 $ 131,099 Amortization of assets held under capital leases of approximately $8.6 million and $10.2 million for the three months ended September 30, 2016 and 2015 , respectively and $27.4 million and $31.4 million for the nine months ended September 30, 2016 and 2015 , respectively, is included in depreciation and amortization expense in the consolidated statements of operations. |
Long-Term Debt and Interest Exp
Long-Term Debt and Interest Expense | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Interest Expense | Long-Term Debt and Interest Expense Long-term debt consisted of the following (in thousands): September 30, 2016 December 31, 2015 Credit facilities: Term Loan, net of $15,642 unamortized debt issuance costs $ 148,946 $ — 7.75% Senior Notes due 2019 net of $2,953 and $3,931unamortized premium and debt issuance costs, respectively 472,047 471,068 7.75% Senior Notes due 2022 net of $4,290 and $4,816 unamortized debt issuance costs, respectively 295,710 295,184 Capital leases and other notes 78,664 111,063 Total principal amount of debt instruments, net 995,367 877,315 Less current portion 954,812 48,651 Long-term debt $ 40,555 $ 828,664 Term Loan Credit Agreement On February 17, 2016, the Company entered into the Term Loan Credit Agreement (as subsequently amended, the “Term Loan Agreement”) with a syndicate of lenders and U.S. Bank National Association, as administrative agent for the lenders. The Term Loan Agreement includes two categories of borrowings (collectively, the “Term Loans”): (a) the closing date term loan borrowings in an aggregate amount of $165.0 million on the closing date, and (b) a delayed draw term loan borrowing in an aggregate principal amount not to exceed $15.0 million . The making of the Term Loans is subject to the satisfaction of certain conditions precedent, including, with respect to the delayed draw term loans, the consent of the lenders providing the delayed draw term loans. On February 26, 2016, the Company satisfied the conditions precedent to the making of the closing date term loans, and the proceeds of the closing date term loans were deposited into an escrow account, pending satisfaction of certain conditions. On the closing date, 49.1% of the proceeds of the closing date term loans were released upon Basic causing not less than 49.1% of the term loan priority collateral to become subject to a perfected lien in favor of the administrative agent. On May 31, 2016, an additional 26% , and on June 30, 2016, an additional 10% of the proceeds of the closing date term loans were released upon Basic causing not less than 85% of the term loan priority collateral to become subject to a perfected lien in favor of the administrative agent. On August 31, 2016, upon the satisfaction of predetermined conditions related to perfection of collateral, the remaining proceeds of the Term Loans deposited in the escrow account were to be released subject to the Company causing not less than 95% of the term loan priority collateral to become subject to a perfected lien in favor of the administrative agent. However, the deadline for such conditions were subsequently extended on September 15, 2016, to a commercially reasonable period of time, pursuant to the Temporary Limited Waiver and Consent agreements described below. Each Term Loan bears interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to 13.50% . In addition, Basic was responsible for the applicable lenders’ fees, including a closing payment equal to 7.00% of the aggregate principal amount of commitments of each lender under the Term Loan Agreement as of the effective date, and administrative agent fees. On August 31, 2016, the Company entered into a Temporary Limited Waiver and Consent (the “First Limited Waiver and Consent”) to the Term Loan Agreement. Pursuant to the First Limited Waiver and Consent, the Lenders temporarily waived the event of default under the Term Loan Agreement requiring Basic to cause not less than 95% of the term loan priority collateral to become subject to a perfected, first priority lien in favor of the administrative agent for the benefit of the secured parties to the Term Loan Agreement on or prior to August 31, 2016. Also pursuant to the First Limited Waiver and Consent, the administrative agent and the lenders consented to the sale by Basic Energy Services, LP to the Texas Department of Transportation of a 0.513 acre tract of land situated in Howard County, Texas and the related partial release of lien that would have otherwise resulted in a violation the Term Loan Agreement. On September 1, 2016, the Company entered into a Temporary Limited Waiver and Consent (the “Second Limited Waiver and Consent”) to the Term Loan Agreement. Pursuant to the Second Limited Waiver and Consent, the lenders temporarily waived the event of default under the Term Loan Agreement requiring Basic and its consolidated subsidiaries to maintain unrestricted cash balances and cash equivalents of not less than $50,000,000 as of any date. On September 13, 2016, the Company entered into a Temporary Limited Waiver and Consent (the “Third Limited Waiver”) to the Term Loan Agreement. Pursuant to the Third Limited Waiver, among other provisions, the lenders (i) extended the temporary waiver of the collateral coverage event of default and the liquidity event of default, (ii) temporarily waived the event of default pursuant to Section 8.01(e) of the Term Loan Agreement that would otherwise occur on September 14, 2016 at the expiration of the Company’s grace period with respect to the Company’s failure to make an interest payment on August 15, 2016 under the 2019 Notes and (iii) consented to Basic’s execution and delivery of a Control Agreement and the depositing of certain pledged cash with Bank of America, N.A. to secure a credit card program and acknowledge that such actions shall not constitute a default or event of default under the Term Loan Agreement or any related loan document. On September 28, 2016, the Company entered into the First Amendment to Temporary Limited Waiver and Consent with respect to the Third Limited Waiver (the “Term Loan Waiver Amendment”). The Term Loan Waiver Amendment extended the termination of the Third Limited Waiver to the earliest to occur of (i) the occurrence or existence of any event of default under the Term Loan Agreement, other than certain events of default specified in the Third Limited Waiver, (ii) notice from the administrative agent or the required lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined in the Third Limited Waiver), (iii) the later of October 16, 2016 or such later date as the required lenders and Basic may agree in their respective sole discretion or (iv) as of any date the unrestricted cash balances and cash equivalents of Basic and its consolidated subsidiaries is less than certain levels specified therein. On October 16, 2016, the Company entered into the Second Amendment to Temporary Limited Waiver and Consent, which extended the temporary limited waiver period to the earliest to occur of (i) the occurrence or existence of any event of default under the Term Loan Agreement, other than certain events of default specified in the Term Loan Waiver, (ii) notice from the administrative agent under the Term Loan Agreement or certain required lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined therein), (iii) the later of October 24, 2016 or such later date as certain required lenders and Basic may agree in their respective sole discretion or (iv) at any time prior to the execution of a restructuring support agreement by and among the parties to the Term Loan Waiver in connection with the commencement of an insolvency proceeding involving Basic and its affiliates, the unrestricted cash balances and cash equivalents of Basic and its consolidated subsidiaries is less than $6,500,000 . ABL Credit Facility On February 26, 2016, in connection with the initial closing date of the Term Loan Agreement, the Company entered into an amendment to its existing $250 million revolving credit facility (as so amended, the “Modified ABL Facility”) with a syndicate of lenders and Bank of America, N.A., as administrative agent for the lenders, which, among other things: (i) reduced the maximum aggregate commitments thereunder from $250 million to $100 million ; (ii) revised the maturity date to the earliest to occur of November, 2019 and August, 2018 if a specified refinancing of 2019 Notes has not been completed by August, 2018; (iii) modified the borrowing base calculation; (iv) permitted Basic to incur Term Loans under the new Term Loan Agreement in an aggregate principal amount not to exceed $180 million , and enter into and permitted to exist other obligations and liens relating to the Term Loan Agreement; and (v) redefined the collateral under the Modified ABL Facility to exclude term loan priority collateral, and released and discharged the administrative agent’s security interests in and liens on such collateral. On September 14, 2016, the Company entered into the Temporary Limited Waiver (the “ABL Limited Waiver”) to the Modified ABL Facility. Pursuant to the ABL Limited Waiver, among other provisions, the lenders temporarily waived the anticipated event of default that would occur on September 14, 2016 at the expiration of the Company’s grace period with respect to the Company’s failure to make an interest payment on August 15, 2016 under the 2019 Notes. On September 28, 2016, the Company entered into the First Amendment to Temporary Limited Waiver with respect to the ABL Limited Waiver (the “ABL Waiver Amendment”). The ABL Waiver Amendment extended the termination of the ABL Limited Waiver to the earliest to occur of (i) the occurrence or existence of any event of default under the Modified ABL Facility, other than the event of default specified in the ABL Limited Waiver, (ii) notice from the ABL Administrative Agent or the certain required lenders of the occurrence or existence of any Temporary Limited Waiver Default (as defined in the ABL Limited Waiver), (iii) the date on which the related forbearance of the 2019 Notes has terminated or (iv) the later of October 16, 2016 or such later date as certain required lenders and the Company may agree in their respective sole discretion. On October 14, 2016, the Company entered into the Second Amendment to Temporary Limited Waiver, which extended the outside date of the temporary limited waiver period under the ABL Limited Waiver from October 16, 2016 to October 17, 2016. On October 17, 2016, Basic entered into the Third Amendment to Temporary Limited Waiver, which further extended the outside date of the temporary limited waiver period under the ABL Limited Waiver from October 17, 2016 to October 24, 2016. The Company adopted Accounting Standards Update (“ASU”) 2015-03, “Simplifying the Presentation of Debt Issuance Cost” beginning on January 1, 2016, and retrospectively for all periods presented. ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The unamortized value of deferred debt issuance costs associated with the Modified ABL Facility continue to be presented as an asset on the Company’s consolidated balance sheets. The filing of the Bankruptcy Petitions described in Note 1. Basis of Presentation and Nature of Operations , constituted events of default under the following debt instruments (the “Debt Instruments”): • The Term Loan Credit Agreement dated as of February 17, 2016, as amended, by and among Basic, as borrower, the lenders party thereto and U.S. Bank National Association, as administrative agent; • Amended and Restated Credit Agreement dated as of November 26, 2014, as amended, by and among Basic, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and l/c issuer; • Indenture dated as of October 16, 2012, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2019 Notes; and • Indenture dated as of February 15, 2011, as amended, among the Company, as issuer, the guarantors named therein and Wilmington Trust, National Association, as successor trustee, which governs the 2022 Notes. The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal and accrued interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Bankruptcy Petitions, and the holders’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. Because the filing of the Bankruptcy Petitions constituted an event of default of the 2019 Notes and the 2022 Notes that accelerated the Company's obligations, the 2019 Notes and the 2022 Notes were classified as current liabilities at September 30, 2016. As of September 30, 2016 , Basic had no borrowings and $51.1 million of letters of credit outstanding under its Modified ABL Facility, giving Basic $16.4 million of available borrowing capacity based on its borrowing base determined as of such date. Basic’s interest expense consisted of the following (in thousands): Nine Months Ended September 30, 2016 2015 Cash payments for interest $ 38,459 $ 49,628 Commitment and other fees paid 2,280 1,818 Amortization of debt issuance costs and discount or premium on notes 5,876 2,637 Change in accrued interest 20,503 (3,076 ) Other 70 (62 ) $ 67,188 $ 50,945 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Basic is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. Basic cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. Basic continues to monitor the status of these laws and regulations. Management believes that the likelihood of any of these items resulting in a material adverse impact to Basic’s financial position, liquidity, capital resources or future results of operations is remote. Currently, Basic has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of its business, material costs could be incurred in the near term to bring Basic into total compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible contamination, the unknown timing and extent of the corrective actions which may be required, the determination of Basic’s liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification. Litigation On October 25, 2016, the Company commenced the Chapter 11 Cases, in an effort to implement the restructuring pursuant to the RSA. While the filing of the Bankruptcy Petitions automatically stays certain actions against us, including actions to collect pre-petition indebtedness or to exercise control over the property of our bankruptcy estates, we have been granted by the Court under interim orders to pay certain general unsecured prepetition claims in the ordinary course of business notwithstanding the commencement of the Chapter 11 Cases. The Prepackaged Plan, if confirmed, will provide for the treatment of claims against our bankruptcy estates, including pre-petition liabilities that have not otherwise been satisfied or addressed during the Chapter 11 Cases. From time to time, Basic is a party to litigation or other legal proceedings that Basic considers to be a part of the ordinary course of business. Basic is not currently involved in any legal proceedings that it considers probable or reasonably possible, individually or in the aggregate, to result in a material adverse effect on its financial condition, results of operations or liquidity. Self-Insured Risk Accruals Basic is self-insured up to retention limits as it relates to workers’ compensation, general liability claims, and medical and dental coverage of its employees. Basic generally maintains no physical property damage coverage on its workover rig fleet, with the exception of certain of its 24-hour workover rigs and newly manufactured rigs. Basic has deductibles per occurrence for workers’ compensation, general liability claims, automobile liability and medical coverage of $2.5 million , $1.0 million , $1.0 million , and $400,000 , respectively. Basic maintains accruals in the accompanying consolidated balance sheets related to self-insurance retentions based upon third-party data and claims history. At September 30, 2016 and December 31, 2015 , self-insured risk accruals totaled approximately $29.8 million and $30.8 million , respectively, and these amounts are included in other long-term liabilities and accrued expenses. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock In March 2016, Basic granted various employees 790,263 restricted shares of common stock that vest over a three -year period. Treasury Stock As of September 30, 2016 , Basic may purchase up to an additional $9.5 million of Basic’s shares of common stock under the repurchase program. During the first nine months of 2016 , Basic did not repurchase any shares under the repurchase program. Basic has acquired treasury shares through net share settlements for payment of payroll taxes upon the vesting of restricted stock. Basic acquired a total of 220,768 shares through net share settlements during the first nine months of 2016 and 216,870 shares through net share settlements during the first nine months of 2015 . |
Incentive Plan
Incentive Plan | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Plan | Incentive Plan During the three months ended September 30, 2016 and 2015 , compensation expense related to share-based arrangements was approximately $2.2 million and $3.3 million , respectively. For compensation expense recognized during the three months ended September 30, 2015 , Basic recognized a tax benefit of approximately $1.2 million . During the nine months ended September 30, 2016 and 2015 , compensation expense related to share-based arrangements was approximately $7.4 million and $10.5 million , respectively. For compensation expense recognized during the nine months ended September 30, 2015 , Basic recognized a tax benefit of approximately $3.8 million . As of September 30, 2016 , there was approximately $10.3 million of total unrecognized compensation related to non-vested share-based compensation arrangements granted under the Company's long-term incentive plan. That cost is expected to be recognized over a weighted-average period of 1.7 years. The total fair value of share-based awards vested during the nine months ended September 30, 2016 and 2015 was approximately $2.5 million and $5.2 million , respectively. During the nine months ended September 30, 2016 and 2015 , there was no excess tax benefit due to the net operating loss carryforwards (“NOL”). If there were no NOL, then there would have been an excess tax benefit of approximately $11,000 at September 30, 2015 . Stock Option Awards The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Options granted under the Company's long-term incentive plan expire 10 years from the date they are granted, and generally vest over a three - to five -year service period. The following table reflects changes during the nine -month period and a summary of stock options outstanding at September 30, 2016 : Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Term Value Granted Price (Years) (000's) Non-statutory stock options: Outstanding, beginning of period 175,000 $ 26.29 Options expired (152,000 ) 26.84 Outstanding, end of period 23,000 $ 22.66 0.4 $ — Exercisable, end of period 23,000 $ 22.66 0.4 $ — Vested or expected to vest, end of period 23,000 $ 22.66 0.4 $ — The total intrinsic value of share options exercised during the nine months September 30, 2015 was approximately $37,000 . There were no stock options exercised during the nine months ended September 30, 2016. Cash received from share option exercises under the Company's long-term incentive plan was approximately $724,000 for the nine months ended September 30, 2015 . During the nine months ended September 30, 2016 and 2015 , there was no excess tax benefit due to the NOL. If there was no NOL, there would have been no tax benefit for at September 30, 2016, and no excess tax benefit at September 30, 2015 . Restricted Stock Awards A summary of the status of Basic’s non-vested share grants at September 30, 2016 and changes during the nine months ended September 30, 2016 is presented in the following table: Weighted Average Number of Grant Date Fair Nonvested Shares Shares Value Per Share Nonvested at beginning of period 1,967,376 $ 14.34 Granted during period 790,263 2.73 Vested during period (859,738 ) 15.03 Forfeited during period (8,511 ) 23.97 Nonvested at end of period 1,889,390 $ 9.13 Phantom Stock Awards On March 24, 2016, Basic’s Board of Directors approved grants of performance-based phantom stock awards to certain members of management. The performance-based phantom stock awards are tied to Basic’s achievement of total stockholder return (“TSR”) relative to the TSR of a peer group of energy services companies over the performance period (defined as the two -year calculation period starting on the 20th New York Stock Exchange (the “NYSE”) trading day prior to and including the last NYSE trading day of 2015 and ending on the last NYSE trading day of 2017). The number of phantom shares to be issued will range from 0% to 150% of the 705,263 target number of phantom shares, depending on the performance noted above. Any phantom shares earned at the end of the performance period will then remain subject to vesting in one-half increments on March 15, 2018 and 2019 (subject to accelerated vesting in certain circumstances). The Board of Directors also approved grants of phantom restricted stock awards to certain key employees. The number of phantom shares issued was 552,100 . These grants remain subject to vesting annually in one-third increments over a three -year period, with the first portion vesting March 15, 2017 (subject to accelerated vesting in certain circumstances). Key Employee Retention Plan and Key Employee Incentive Plan In June 2016, in order to retain top-tier executive talent, Basic entered into (i) Key Employee Retention Bonus ("KERP") agreements with certain of its employees, and (ii) Key Employee Incentive Bonus ("KEIP") agreements with certain of its executive officers. The Company’s Board of Directors authorized the KERP and KEIP, which are designed to supplement Basic’s existing employee compensation programs. The KERP and KEIP programs are to be paid in cash. The first and second installments of the KERP were paid in June and August. The remaining payments are expected to be paid during November 2016 and February 2017. The first payment of the KEIP was paid in June 2016, the second was paid in October 2016, upon the filing of the Chapter 11 petition. The remaining payment under the KEIP is expected to be paid upon the Company's emergence from Chapter 11. Under the retention bonus agreements, if prior to June 20, 2017 either (i) a recipient voluntarily terminates his employment with the Company other than as an eligible retirement or (ii) his employment is terminated by the Company for cause then the recipient will both forfeit his right to payment of any remaining installment payments and be obligated to repay the Company for the total amount of any installment payments previously paid prior to such termination. The recipient will be eligible to receive any scheduled installment payments under the plans in the event of a termination of employment prior to the vesting date that is without cause, as an eligible retirement or by reason of disability or death. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Basic had receivables from employees of approximately $13,000 and $34,000 as of September 30, 2016 and December 31, 2015 , respectively. In December 2010, Basic entered into a lease agreement with Darle Vuelta Cattle Co., LLC (“DVCC”) for the right to operate a salt water disposal well, brine well and fresh water well. The term of the lease will continue until the salt water disposal well and brine well are plugged and no fresh water is being sold. The lease payments are the greater of (i) the sum of $0.10 per barrel of disposed oil and gas waste and $0.05 per barrel of brine or fresh water sold or (ii) $5,000 per month. In February 2015, Basic purchased 100 acres of vacant land outside of Midland, Texas for $1.5 million from DVCC. In October 2016, Basic completed a non-cash exchange with DVCC in which the land purchased in February 2015, was exchanged for 34.81 acres in Midland County to be used for a salt water disposal well. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of unaudited basic and diluted loss per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (Unaudited) (Unaudited) Numerator (both basic and diluted): Net loss $ (92,097 ) $ (105,642 ) $ (265,319 ) $ (186,561 ) Denominator: Denominator for basic loss per share 42,689,773 40,168,406 41,957,755 40,458,557 Denominator for diluted loss per share 42,689,773 40,168,406 41,957,755 40,458,557 Basic loss per common share: $ (2.16 ) $ (2.63 ) $ (6.32 ) $ (4.61 ) Diluted loss per common share: $ (2.16 ) $ (2.63 ) $ (6.32 ) $ (4.61 ) Unvested restricted stock shares of approximately 1,371,098 and 826,597 were excluded from the computation of diluted loss per share for the three month and nine months ended September 30, 2016 , respectively, and stock options and unvested restricted stock of 395,938 and 634,541 were excluded in the computation of diluted loss per share for the three and nine months ended September 30, 2015 , respectively, as the effect would have been anti-dilutive. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The following table sets forth certain financial information with respect to Basic’s reportable segments (in thousands): Completion and Remedial Fluid Well Contract Corporate and Services Services Servicing Drilling Other Total Three Months Ended September 30, 2016 (Unaudited) Operating revenues $ 49,425 47,178 43,160 1,847 $ — $ 141,610 Direct operating costs (40,292 ) (39,268 ) (35,028 ) (1,683 ) — $ (116,271 ) Segment profits $ 9,133 $ 7,910 $ 8,132 $ 164 $ — $ 25,339 Depreciation and amortization $ 18,383 $ 15,584 $ 13,491 $ 3,109 $ 2,575 $ 53,142 Capital expenditures (excluding acquisitions) $ 3,178 $ 8,244 $ 2,622 $ 69 $ 182 $ 14,295 Three Months Ended September 30, 2015 (Unaudited) Operating revenues $ 67,240 $ 62,631 $ 55,533 $ 3,843 $ — $ 189,247 Direct operating costs (56,165 ) (47,706 ) (47,877 ) (3,182 ) — (154,930 ) Segment profits $ 11,075 $ 14,925 $ 7,656 $ 661 $ — $ 34,317 Depreciation and amortization $ 21,163 $ 17,638 $ 15,061 $ 3,536 $ 2,930 $ 60,328 Capital expenditures (excluding acquisitions) $ 4,575 $ 6,851 $ 3,421 $ 1,353 $ 683 $ 16,883 Nine Months Ended September 30, 2016 (Unaudited) Operating revenues $ 125,348 142,919 118,891 4,812 $ — $ 391,970 Direct operating costs (107,941 ) (119,053 ) (101,345 ) (4,612 ) — $ (332,951 ) Segment profits $ 17,407 $ 23,866 $ 17,546 $ 200 $ — $ 59,019 Depreciation and amortization $ 56,782 $ 48,133 $ 41,669 $ 9,603 $ 7,954 $ 164,141 Capital expenditures (excluding acquisitions) $ 4,689 $ 14,422 $ 6,076 $ 182 $ 2,689 $ 28,058 Identifiable assets $ 308,989 $ 216,202 $ 200,451 $ 43,566 $ 233,840 $ 1,003,048 Nine Months Ended September 30, 2015 (Unaudited) Operating revenues $ 249,070 $ 200,138 $ 175,701 $ 19,655 $ — $ 644,564 Direct operating costs (195,086 ) (150,218 ) (147,314 ) (14,197 ) — (506,815 ) Segment profits $ 53,984 $ 49,920 $ 28,387 $ 5,458 $ — $ 137,749 Depreciation and amortization $ 63,518 $ 52,989 $ 45,582 $ 10,601 $ 8,798 $ 181,488 Capital expenditures (excluding acquisitions) $ 21,020 $ 15,786 $ 16,665 $ 2,463 $ 5,030 $ 60,964 Identifiable assets $ 388,286 $ 268,060 $ 247,834 $ 54,711 $ 291,448 $ 1,250,339 The following table reconciles the segment profits reported above to the operating loss as reported in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Segment profits $ 25,339 $ 34,317 $ 59,019 $ 137,749 General and administrative expenses (30,065 ) (35,984 ) (86,706 ) (110,861 ) Restructuring costs (10,470 ) — (10,470 ) — Depreciation and amortization (53,142 ) (60,328 ) (164,141 ) (181,488 ) Gain (Loss) on disposal of assets 128 (1,128 ) (133 ) (1,119 ) Goodwill impairment (646 ) (81,877 ) (646 ) (81,877 ) Operating loss $ (68,856 ) $ (145,000 ) $ (203,077 ) $ (237,596 ) |
Supplemental Schedule Of Cash F
Supplemental Schedule Of Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Schedule Of Cash Flow Information | Supplemental Schedule of Cash Flow Information The following table reflects non-cash financing and investing activity during the following periods: Nine Months Ended September 30, 2016 2015 (In thousands) Capital leases issued for equipment $ 5,151 $ 13,676 Asset retirement obligation additions (retirements) $ (21 ) $ — Basic paid no income taxes during the nine months ended September 30, 2016 and 2015 . Basic paid interest of approximately $38.5 million and $49.6 million during the nine months ended September 30, 2016 and 2015 , respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of September 30, 2016 and December 31, 2015 . The fair value of our long-term notes is based upon the quoted market prices at September 30, 2016 and December 31, 2015 and is as follows: Fair Value September 30, 2016 December 31, 2015 Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 7.75% Senior Notes due 2019, excluding premium 1 $ 475,000 $ 175,750 $ 475,000 $ 399,000 7.75% Senior Notes due 2022, excluding premium 1 $ 300,000 $ 111,500 $ 300,000 $ 238,500 Term Loan 3 $ 164,600 $ 160,283 $ — $ — The fair value of the Company’s Unsecured Notes is based on quoted market prices available for the Unsecured Notes. The fair value of the Company’s Term Loan is based upon our discounted cash flows model using a third-party discount rate. The carrying amount of our Modified ABL Facility approximates fair value due to its variable-rate characteristics. The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts receivable-related parties, accounts payable and accrued expenses approximate fair value due to the short maturities of these instruments. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU is effective for annual periods beginning after December 15, 2015. Basic has adopted this pronouncement, which resulted in a reclassification of deferred debt costs related to long-term debt from an asset to an offset of the related liability. The adoption of the ASU did not affect our method of amortizing debt issuance costs, and will not affect the statement of operations. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The main provision of this Update is to simplify the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be classified as noncurrent in the statement of financial position. This Update is effective for Basic in annual and interim periods beginning after December 15, 2016, however early adoption is permitted. Basic has elected to adopt this ASU beginning in the interim period ended March 31, 2016, and retrospectively for all periods presented. Not yet adopted In August, 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The Update applies to all companies and is effective for the annual period ending after December 15, 2016, and all annual and interim periods thereafter. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11, changes the measurement principle for entities that do not measure inventory using the last-in, first-out (LIFO) or retail inventory method from the lower of cost or market to lower of cost and net realizable value. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Basic has evaluated this pronouncement and determined that it will not have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers-Deferral of the Effective Date,” that defers by one year the effective date of ASU 2014-09, “Revenue from Contracts with Customers.” The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The purpose of this Update to is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This Update is effective for Basic in annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The purpose of this Update to is to simplify overly complex areas of GAAP, while maintaining or improving the usefulness of the information. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This Update is effective for Basic in annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In April and May of 2016, the FASB issued ASU 2016-10 and 2016-12, respectively —Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and Narrow-Scope Improvements and Practical Expedients. The amendments in these Updates affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2016, the FASB issued 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Effective for Basic for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this updated are intended to clarify cash flow treatment of eight specific cash flow issues with the objective of reducing diversity in practice. Early adoption is permitted, including adoption in an interim period. An entity that elects early adoption must adopt all of the amendments in the same period. These are clarifications of diversity in disclosures practices, and will not have a material effect on Basic's consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Voluntary Petition Under Chapter 11 of the Bankruptcy Code On October 25, 2016, Basic and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware to pursue a balance sheet restructuring pursuant to a Joint Prepackaged Chapter 11 Plan of the Debtors. The Chapter 11 Cases are being jointly administered under the caption In re Basic Energy Services, Inc et al.. (Case No. 16-12320). No trustee has been appointed, and the Debtors will continue to operate their businesses as “debtors in possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. Basic expects to continue its operations without interruption during the pendency of the Chapter 11 Cases. To assure ordinary course operations, the Court approved on an interim basis a variety of “first day” motions seeking various relief and authorizing the Debtors to maintain their operations in the ordinary course. The Debtors expect to receive approval of the "first day" motions on a final basis on or before November 18, 2016. Descriptions of the RSA and Backstop Agreement are included in Note 1. Basis of Presentation and Nature of Operations. |
Basis of Presentation and Nat24
Basis of Presentation and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Basic Energy Services, Inc. and subsidiaries (“Basic” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. Certain information relating to our organization and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in this Quarterly Report on Form 10-Q in accordance with GAAP and financial statement requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”). The notes to the consolidated financial statements (unaudited) should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for a fair presentation have been made in the accompanying unaudited financial statements. |
Principles of Consolidation | rinciples of Consolidation The accompanying consolidated financial statements include the accounts of Basic and its wholly owned subsidiaries. Basic has no variable interest in any other organization, entity, partnership or contract. All intercompany transactions and balances have been eliminated. |
Estimates and Uncertainties | ccounting Estimates Preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management uses historical and other pertinent information to determine these estimates. Actual results could differ from those estimates. Areas where critical accounting estimates are made by management include: • Depreciation and amortization of property and equipment and intangible assets • Impairment of property and equipment, goodwill and intangible assets • Allowance for doubtful accounts • Litigation and self-insured risk reserves • Fair value of assets acquired and liabilities assumed in an acquisition • Stock-based compensation • Income taxes |
Recent Accounting Pronouncements | Recently adopted In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU is effective for annual periods beginning after December 15, 2015. Basic has adopted this pronouncement, which resulted in a reclassification of deferred debt costs related to long-term debt from an asset to an offset of the related liability. The adoption of the ASU did not affect our method of amortizing debt issuance costs, and will not affect the statement of operations. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The main provision of this Update is to simplify the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be classified as noncurrent in the statement of financial position. This Update is effective for Basic in annual and interim periods beginning after December 15, 2016, however early adoption is permitted. Basic has elected to adopt this ASU beginning in the interim period ended March 31, 2016, and retrospectively for all periods presented. Not yet adopted In August, 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The Update applies to all companies and is effective for the annual period ending after December 15, 2016, and all annual and interim periods thereafter. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” ASU 2015-11, changes the measurement principle for entities that do not measure inventory using the last-in, first-out (LIFO) or retail inventory method from the lower of cost or market to lower of cost and net realizable value. The ASU also eliminates the requirement for these entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Basic has evaluated this pronouncement and determined that it will not have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers-Deferral of the Effective Date,” that defers by one year the effective date of ASU 2014-09, “Revenue from Contracts with Customers.” The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The purpose of this Update to is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This Update is effective for Basic in annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The purpose of this Update to is to simplify overly complex areas of GAAP, while maintaining or improving the usefulness of the information. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This Update is effective for Basic in annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In April and May of 2016, the FASB issued ASU 2016-10 and 2016-12, respectively —Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing and Narrow-Scope Improvements and Practical Expedients. The amendments in these Updates affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. Basic is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2016, the FASB issued 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Effective for Basic for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this updated are intended to clarify cash flow treatment of eight specific cash flow issues with the objective of reducing diversity in practice. Early adoption is permitted, including adoption in an interim period. An entity that elects early adoption must adopt all of the amendments in the same period. These are clarifications of diversity in disclosures practices, and will not have a material effect on Basic's consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Values at Date of Acquisition | The following table summarizes the values for the acquisition at the date of acquisition (in thousands): Total Cash Paid Closing Date (net of cash acquired) Harbor Resources, LLC July 17, 2015 $ 4,500 Aerion Rental, LLC July 24, 2015 1,997 Grey Rock Pressure Pumping, LLC August 31, 2015 10,233 Total 2015 $ 16,730 |
Goodwill and Other Intangible26
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Basic’s intangible assets were as follows (in thousands): September 30, 2016 December 31, 2015 Customer relationships $ 91,719 $ 92,660 Non-compete agreements 8,940 13,057 Trade names 1,939 1,939 Other intangible assets 2,096 2,086 104,694 109,742 Less accumulated amortization 45,462 42,997 Intangible assets subject to amortization, net $ 59,232 $ 66,745 Intangible assets, net of accumulated amortization allocated to reporting units as of September 30, 2016 , were as follows (in thousands): Completion And Remedial Contract Services Well Servicing Fluid Services Drilling Total Intangible assets subject to amortization, net $ 44,648 $ 4,922 $ 7,050 $ 2,612 $ 59,232 |
Property And Equipment (Tables)
Property And Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, 2016 December 31, 2015 Land $ 21,432 $ 19,893 Buildings and improvements 74,424 73,599 Well service units and equipment 491,956 488,003 Frac equipment/test tanks 354,740 363,346 Pumping equipment 345,729 345,938 Fluid services equipment 268,187 268,249 Disposal facilities 161,598 166,371 Contract drilling equipment 112,628 112,068 Rental equipment 96,244 94,970 Light vehicles 65,369 67,521 Software 21,920 21,920 Other 16,006 16,672 Construction equipment 15,132 15,174 Brine and fresh water stations 15,836 13,761 2,061,201 2,067,485 Less accumulated depreciation and amortization 1,347,384 1,221,195 Property and equipment, net $ 713,817 $ 846,290 |
Schedule of Property and Equipment Under Capital Leases | The gross amount of property and equipment and related accumulated amortization recorded under capital leases and included above consisted of the following (in thousands): September 30, 2016 December 31, 2015 Fluid services equipment $ 112,048 $ 129,459 Pumping equipment 37,864 43,573 Light vehicles 25,538 33,424 Contract drilling equipment 4,279 6,493 Well service units and equipment 335 541 Construction equipment 118 288 180,182 213,778 Less accumulated amortization 82,168 82,679 $ 98,014 $ 131,099 |
Long-Term Debt and Interest E28
Long-Term Debt and Interest Expense (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | Long-term debt consisted of the following (in thousands): September 30, 2016 December 31, 2015 Credit facilities: Term Loan, net of $15,642 unamortized debt issuance costs $ 148,946 $ — 7.75% Senior Notes due 2019 net of $2,953 and $3,931unamortized premium and debt issuance costs, respectively 472,047 471,068 7.75% Senior Notes due 2022 net of $4,290 and $4,816 unamortized debt issuance costs, respectively 295,710 295,184 Capital leases and other notes 78,664 111,063 Total principal amount of debt instruments, net 995,367 877,315 Less current portion 954,812 48,651 Long-term debt $ 40,555 $ 828,664 |
Schedule of Interest Expense | Basic’s interest expense consisted of the following (in thousands): Nine Months Ended September 30, 2016 2015 Cash payments for interest $ 38,459 $ 49,628 Commitment and other fees paid 2,280 1,818 Amortization of debt issuance costs and discount or premium on notes 5,876 2,637 Change in accrued interest 20,503 (3,076 ) Other 70 (62 ) $ 67,188 $ 50,945 |
Incentive Plan (Tables)
Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options Outstanding | The following table reflects changes during the nine -month period and a summary of stock options outstanding at September 30, 2016 : Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Term Value Granted Price (Years) (000's) Non-statutory stock options: Outstanding, beginning of period 175,000 $ 26.29 Options expired (152,000 ) 26.84 Outstanding, end of period 23,000 $ 22.66 0.4 $ — Exercisable, end of period 23,000 $ 22.66 0.4 $ — Vested or expected to vest, end of period 23,000 $ 22.66 0.4 $ — |
Summary of Non-Vested Shares | A summary of the status of Basic’s non-vested share grants at September 30, 2016 and changes during the nine months ended September 30, 2016 is presented in the following table: Weighted Average Number of Grant Date Fair Nonvested Shares Shares Value Per Share Nonvested at beginning of period 1,967,376 $ 14.34 Granted during period 790,263 2.73 Vested during period (859,738 ) 15.03 Forfeited during period (8,511 ) 23.97 Nonvested at end of period 1,889,390 $ 9.13 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of unaudited basic and diluted loss per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 (Unaudited) (Unaudited) Numerator (both basic and diluted): Net loss $ (92,097 ) $ (105,642 ) $ (265,319 ) $ (186,561 ) Denominator: Denominator for basic loss per share 42,689,773 40,168,406 41,957,755 40,458,557 Denominator for diluted loss per share 42,689,773 40,168,406 41,957,755 40,458,557 Basic loss per common share: $ (2.16 ) $ (2.63 ) $ (6.32 ) $ (4.61 ) Diluted loss per common share: $ (2.16 ) $ (2.63 ) $ (6.32 ) $ (4.61 ) |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments Financial Information | The following table sets forth certain financial information with respect to Basic’s reportable segments (in thousands): Completion and Remedial Fluid Well Contract Corporate and Services Services Servicing Drilling Other Total Three Months Ended September 30, 2016 (Unaudited) Operating revenues $ 49,425 47,178 43,160 1,847 $ — $ 141,610 Direct operating costs (40,292 ) (39,268 ) (35,028 ) (1,683 ) — $ (116,271 ) Segment profits $ 9,133 $ 7,910 $ 8,132 $ 164 $ — $ 25,339 Depreciation and amortization $ 18,383 $ 15,584 $ 13,491 $ 3,109 $ 2,575 $ 53,142 Capital expenditures (excluding acquisitions) $ 3,178 $ 8,244 $ 2,622 $ 69 $ 182 $ 14,295 Three Months Ended September 30, 2015 (Unaudited) Operating revenues $ 67,240 $ 62,631 $ 55,533 $ 3,843 $ — $ 189,247 Direct operating costs (56,165 ) (47,706 ) (47,877 ) (3,182 ) — (154,930 ) Segment profits $ 11,075 $ 14,925 $ 7,656 $ 661 $ — $ 34,317 Depreciation and amortization $ 21,163 $ 17,638 $ 15,061 $ 3,536 $ 2,930 $ 60,328 Capital expenditures (excluding acquisitions) $ 4,575 $ 6,851 $ 3,421 $ 1,353 $ 683 $ 16,883 Nine Months Ended September 30, 2016 (Unaudited) Operating revenues $ 125,348 142,919 118,891 4,812 $ — $ 391,970 Direct operating costs (107,941 ) (119,053 ) (101,345 ) (4,612 ) — $ (332,951 ) Segment profits $ 17,407 $ 23,866 $ 17,546 $ 200 $ — $ 59,019 Depreciation and amortization $ 56,782 $ 48,133 $ 41,669 $ 9,603 $ 7,954 $ 164,141 Capital expenditures (excluding acquisitions) $ 4,689 $ 14,422 $ 6,076 $ 182 $ 2,689 $ 28,058 Identifiable assets $ 308,989 $ 216,202 $ 200,451 $ 43,566 $ 233,840 $ 1,003,048 Nine Months Ended September 30, 2015 (Unaudited) Operating revenues $ 249,070 $ 200,138 $ 175,701 $ 19,655 $ — $ 644,564 Direct operating costs (195,086 ) (150,218 ) (147,314 ) (14,197 ) — (506,815 ) Segment profits $ 53,984 $ 49,920 $ 28,387 $ 5,458 $ — $ 137,749 Depreciation and amortization $ 63,518 $ 52,989 $ 45,582 $ 10,601 $ 8,798 $ 181,488 Capital expenditures (excluding acquisitions) $ 21,020 $ 15,786 $ 16,665 $ 2,463 $ 5,030 $ 60,964 Identifiable assets $ 388,286 $ 268,060 $ 247,834 $ 54,711 $ 291,448 $ 1,250,339 |
Schedule of Reconciliation of Operating Profit (Loss) from Segments | The following table reconciles the segment profits reported above to the operating loss as reported in the consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Segment profits $ 25,339 $ 34,317 $ 59,019 $ 137,749 General and administrative expenses (30,065 ) (35,984 ) (86,706 ) (110,861 ) Restructuring costs (10,470 ) — (10,470 ) — Depreciation and amortization (53,142 ) (60,328 ) (164,141 ) (181,488 ) Gain (Loss) on disposal of assets 128 (1,128 ) (133 ) (1,119 ) Goodwill impairment (646 ) (81,877 ) (646 ) (81,877 ) Operating loss $ (68,856 ) $ (145,000 ) $ (203,077 ) $ (237,596 ) |
Supplemental Schedule Of Cash32
Supplemental Schedule Of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Non-cash Financing and Investing Activity | The following table reflects non-cash financing and investing activity during the following periods: Nine Months Ended September 30, 2016 2015 (In thousands) Capital leases issued for equipment $ 5,151 $ 13,676 Asset retirement obligation additions (retirements) $ (21 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Carrying Amount and Fair Value of Financial Instruments | The following is a summary of the carrying amounts and estimated fair values of our financial instruments as of September 30, 2016 and December 31, 2015 . The fair value of our long-term notes is based upon the quoted market prices at September 30, 2016 and December 31, 2015 and is as follows: Fair Value September 30, 2016 December 31, 2015 Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) 7.75% Senior Notes due 2019, excluding premium 1 $ 475,000 $ 175,750 $ 475,000 $ 399,000 7.75% Senior Notes due 2022, excluding premium 1 $ 300,000 $ 111,500 $ 300,000 $ 238,500 Term Loan 3 $ 164,600 $ 160,283 $ — $ — |
Basis of Presentation and Nat34
Basis of Presentation and Nature of Operations (Details) | Oct. 25, 2016USD ($) | Oct. 23, 2016 | Dec. 31, 2016USD ($)warrant | Sep. 30, 2016 | Dec. 31, 2015 |
7.75% Senior Notes due 2019 | |||||
Loss Contingencies [Line Items] | |||||
Stated interest rate | 7.75% | 7.75% | |||
7.75% Senior Notes due 2022 | |||||
Loss Contingencies [Line Items] | |||||
Stated interest rate | 7.75% | 7.75% | |||
Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Restructuring agreement, percentage of consenting term loan lenders | 100.00% | ||||
Restructuring agreement, percentage of consenting noteholders | 80.00% | ||||
Required notice period for material court filings | 3 years | ||||
Subsequent Event | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Required notice period for material court filings | 1 day | ||||
Subsequent Event | 7.75% Senior Notes due 2019 | |||||
Loss Contingencies [Line Items] | |||||
Stated interest rate | 7.75% | ||||
Subsequent Event | 7.75% Senior Notes due 2022 | |||||
Loss Contingencies [Line Items] | |||||
Stated interest rate | 7.75% | ||||
Scenario, Forecast | |||||
Loss Contingencies [Line Items] | |||||
Debtor reorganization, number of warrants issued | warrant | 7 | ||||
Debtor reorganization, term of warrants issued | 7 years | ||||
Debtor reorganization, warrants issued, percentage of common shares | 6.00% | ||||
Debtor reorganization, assumed equity value | $ 1,789,000,000 | ||||
Debt reorganization, percent of common shares issued to holders of unsecured debt | 99.50% | ||||
Debt reorganization, percent of common shares issued to holders of unsecured debt, upon conversion of new convertible debt | 51.22% | ||||
Debt reorganization, percent of subscription rights in new convertible notes, holders of unsecured notes | 100.00% | ||||
Debt reorganization, amount of subscription rights to new convertible notes, holders of unsecured notes | $ 125,000,000 | ||||
Debt reorganization, percent of common shares issued to holders of existing equity interests | 0.50% | ||||
Debt reorganization, percent of common shares issued to holders of existing equity interests, upon conversion of new convertible debt | 0.26% | ||||
Debtor reorganization, percentage of common shares available under incentive plan | 10.00% | ||||
Debtor reorganization, backstop premium, percentage of rights offering | 5.00% | ||||
Convertible notes | $ 6,250,000 | ||||
Debtor reorganization, right of termination, business days to cure material breach | 5 days | ||||
Debtor reorganization, potential termination fees | $ 6,250,000 | ||||
Scenario, Forecast | Payment in Kind (PIK) Note | |||||
Loss Contingencies [Line Items] | |||||
Stated interest rate | 9.00% | ||||
Aggregate principal amount | $ 131,250,000 | ||||
Mandatorily convertible term | 36 months |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Oct. 26, 2016 | Oct. 25, 2016 | Feb. 26, 2016 | Feb. 25, 2016 | |
Debt Instrument [Line Items] | |||||||||
Net loss | $ 92,097,000 | $ 105,642,000 | $ 265,319,000 | $ 186,561,000 | $ 241,700,000 | ||||
Asset-based revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, borrowing capacity | $ 100,000,000 | $ 250,000,000 | |||||||
Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Debtor-in-possession financing, committed amount | $ 90,000,000 | ||||||||
Debtor-in-possession financing, borrowings outstanding | $ 30,000,000 |
Acquisitions - Schedule Of Valu
Acquisitions - Schedule Of Values At Date Of Acquisition (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Jul. 24, 2015 | Jul. 17, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Total Cash Paid (net of cash acquired) | $ 16,730 | |||
Harbor Resources, LLC | ||||
Business Acquisition [Line Items] | ||||
Closing Date | Jul. 17, 2015 | |||
Total Cash Paid (net of cash acquired) | $ 4,500 | |||
Aerion Rental, LLC | ||||
Business Acquisition [Line Items] | ||||
Closing Date | Jul. 24, 2015 | |||
Total Cash Paid (net of cash acquired) | $ 1,997 | |||
Grey Rock Pressure Pumping, LLC | ||||
Business Acquisition [Line Items] | ||||
Closing Date | Aug. 31, 2015 | |||
Total Cash Paid (net of cash acquired) | $ 10,233 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets - Narrative (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Other Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 646,000 | $ 81,877,000 | $ 646,000 | $ 81,877,000 |
Bargain purchase gain on acquisition | 662,000 | 0 | 662,000 | 0 |
Additions to goodwill | 0 | |||
Amortization expense of intangible assets | $ 2,000,000 | $ 2,200,000 | $ 6,500,000 | $ 6,700,000 |
Customer relationships | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Amortization period of intangible assets | 15 years | |||
Non-compete agreements | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Amortization period of intangible assets | 5 years | |||
Other intangible assets | ||||
Goodwill and Other Intangible Assets [Line Items] | ||||
Amortization period of intangible assets | 15 years |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 104,694 | $ 109,742 |
Less accumulated amortization | 45,462 | 42,997 |
Intangible assets subject to amortization, net | 59,232 | 66,745 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 91,719 | 92,660 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 8,940 | 13,057 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | 1,939 | 1,939 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross | $ 2,096 | $ 2,086 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets - Allocation of Intangible Assets to Reporting Units (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | $ 59,232 | $ 66,745 |
Completion and Remedial Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | 44,648 | |
Well Servicing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | 4,922 | |
Fluid Services | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | 7,050 | |
Contract Drilling | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, net | $ 2,612 |
Property And Equipment - Narrat
Property And Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Capital lease obligation period | 5 years | |||
Amortization of assets held under capital leases | $ 8.6 | $ 10.2 | $ 27.4 | $ 31.4 |
Property And Equipment - Proper
Property And Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,061,201 | $ 2,067,485 |
Less accumulated depreciation and amortization | 1,347,384 | 1,221,195 |
Property and equipment, net | 713,817 | 846,290 |
Land | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 21,432 | 19,893 |
Buildings and improvements | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 74,424 | 73,599 |
Well service units and equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 491,956 | 488,003 |
Frac equipment/test tanks | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 354,740 | 363,346 |
Pumping equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 345,729 | 345,938 |
Fluid services equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 268,187 | 268,249 |
Disposal facilities | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 161,598 | 166,371 |
Contract drilling equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 112,628 | 112,068 |
Rental equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 96,244 | 94,970 |
Light vehicles | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 65,369 | 67,521 |
Software | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 21,920 | 21,920 |
Other | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,006 | 16,672 |
Construction equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | 15,132 | 15,174 |
Brine and fresh water stations | ||
Property, Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 15,836 | $ 13,761 |
Property And Equipment - Schedu
Property And Equipment - Schedule of Property and Equipment Under Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | $ 180,182 | $ 213,778 |
Less accumulated amortization | 82,168 | 82,679 |
Property, plant and equipment under capital lease, net | 98,014 | 131,099 |
Fluid services equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | 112,048 | 129,459 |
Pumping equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | 37,864 | 43,573 |
Light vehicles | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | 25,538 | 33,424 |
Contract drilling equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | 4,279 | 6,493 |
Well service units and equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | 335 | 541 |
Construction equipment | ||
Property, Plant And Equipment [Line Items] | ||
Property, plant and equipment under capital lease, gross | $ 118 | $ 288 |
Long-Term Debt and Interest E43
Long-Term Debt and Interest Expense - Narrative (Details) | Jun. 30, 2016 | May 31, 2016 | Feb. 26, 2016USD ($) | Oct. 16, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 01, 2016USD ($) | Aug. 31, 2016a | Feb. 25, 2016USD ($) | Feb. 17, 2016USD ($) |
Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 165,000,000 | ||||||||
Delayed draw term loan borrowings, maximum | $ 15,000,000 | ||||||||
Proceeds released upon closing | 49.10% | ||||||||
Initial percentage of collateral subject to a perfected lien, not less than | 49.10% | ||||||||
Additional proceeds released | 10.00% | 26.00% | |||||||
Percentage of collateral subject to a perfected lien, not less than | 85.00% | ||||||||
Remaining percentage of collateral subject to a perfect lien, not less than | 95.00% | ||||||||
Lenders' fees, percentage of principal amount | 7.00% | ||||||||
Debt covenant, required perfected percentage, minimum | 95.00% | ||||||||
Approved sale under waiver (in acres) | a | 0.513 | ||||||||
Debt covenant, unrestricted cash balance, minimum | $ 50,000,000 | ||||||||
Modified Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 13.50% | ||||||||
Revolving credit facility, borrowing capacity | $ 100,000,000 | $ 250,000,000 | |||||||
Allowable borrowing capacity | $ 180,000,000 | ||||||||
Borrowings | $ 0 | ||||||||
Letters of credit outstanding | 51,100,000 | ||||||||
Available borrowing capacity | $ 16,400,000 | ||||||||
Subsequent Event | Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt covenant, unrestricted cash balance, minimum | $ 6,500,000 |
Long-Term Debt and Interest E44
Long-Term Debt and Interest Expense - Schedule Of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Capital leases and other notes | $ 78,664 | $ 111,063 |
Total principal amount of debt instruments, net | 995,367 | 877,315 |
Less current portion | 954,812 | 48,651 |
Long-term debt | 40,555 | 828,664 |
7.75% Senior Notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 472,047 | $ 471,068 |
Interest rate | 7.75% | 7.75% |
Unamortized premium and debt issuance costs | $ 2,953 | $ 3,931 |
7.75% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 295,710 | $ 295,184 |
Interest rate | 7.75% | 7.75% |
Unamortized debt issuance costs | $ 4,290 | $ 4,816 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | 148,946 | $ 0 |
Unamortized debt issuance costs | $ 15,642 |
Long-Term Debt and Interest E45
Long-Term Debt and Interest Expense - Schedule Of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Disclosure [Abstract] | ||||
Cash payments for interest | $ 38,459 | $ 49,628 | ||
Commitment and other fees paid | 2,280 | 1,818 | ||
Amortization of debt issuance costs and discount or premium on notes | 5,876 | 2,637 | ||
Change in accrued interest | 20,503 | (3,076) | ||
Other | 70 | (62) | ||
Total interest expense | $ 23,953 | $ 17,242 | $ 67,188 | $ 50,945 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Self insurance deductible for workers compensation | $ 2,500 | |
Self insurance deductible for general liability claims | 1,000 | |
Self insurance deductible for automobile liability | 1,000 | |
Self insurance deductible for medical and dental coverage | 400 | |
Self-insured risk accruals | $ 29,800 | $ 30,800 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Detail) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | |||
Restricted shares of common stock granted (in shares) | 790,263 | ||
Restricted shares of common stock vesting period | 3 years | ||
Stock repurchase program, remaining authorized repurchase amount | $ 9.5 | ||
Common stock repurchased | 0 | ||
Treasury shares acquired | 220,768 | 216,870 |
Incentive Plan - Narrative (Det
Incentive Plan - Narrative (Details) - USD ($) | Mar. 24, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation expenses | $ 2,200,000 | $ 3,300,000 | $ 7,400,000 | $ 10,500,000 | ||
Tax benefit | 1,200,000 | 3,800,000 | ||||
Unrecognized compensation related to non-vested share-based compensation arrangements | $ 10,300,000 | $ 10,300,000 | ||||
Weighted-average period over which unrecognized compensation cost related to non-vested share-based compensation arrangements is expected to be recognized | 1 year 8 months 12 days | |||||
Total fair value of share-based awards vested | $ 2,500,000 | 5,200,000 | ||||
Vesting periods | 3 years | |||||
Total intrinsic value of options exercised | 37,000 | |||||
Stock options exercised | 0 | |||||
Cash received from option exercises | $ 0 | 727,000 | ||||
Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Excess tax benefit if there was no net operating loss carryforwards | 11,000 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Excess tax benefit due to carryforward loss | 0 | 0 | ||||
Excess tax benefit if there was no net operating loss carryforwards | $ 0 | 0 | ||||
Options expiration period | 10 years | |||||
Cash received from option exercises | $ 724,000 | |||||
Stock Options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting periods | 3 years | |||||
Stock Options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting periods | 5 years | |||||
Performance-based Phantom Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance calculation period | 2 years | |||||
Target number of shares to be issued | 705,263 | |||||
Performance-based Phantom Stock Awards | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target number of shares to be issued | 0.00% | |||||
Performance-based Phantom Stock Awards | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target number of shares to be issued | 150.00% | |||||
Phantom Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting periods | 3 years | |||||
Shares issued | 552,100 | |||||
Year One | Performance-based Phantom Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting percentage | 50.00% | |||||
Year One | Phantom Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting percentage | 33.33% | |||||
Year Two | Performance-based Phantom Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting percentage | 50.00% | |||||
Year Two | Phantom Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting percentage | 33.33% | |||||
Year Three | Phantom Restricted Stock Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation vesting percentage | 33.33% |
Incentive Plan - Stock Options
Incentive Plan - Stock Options Outstanding (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Number of Options Granted | |
Outstanding, beginning of period | shares | 175 |
Options expired | shares | (152) |
Outstanding, end of period | shares | 23 |
Exercisable, end of period, number of options granted | shares | 23 |
Vested or expected to vest, end of period, number of options granted | shares | 23 |
Weighted Average Exercise Price | |
Outstanding, beginning of period (dollars per share) | $ / shares | $ 26.29 |
Options expired (dollars per share) | $ / shares | 26.84 |
Outstanding, end of period (dollars per share) | $ / shares | 22.66 |
Exercisable, end of period (dollars per share) | $ / shares | 22.66 |
Vested or expected to vest, end of period (dollars per share) | $ / shares | $ 22.66 |
Outstanding, end of period, weighted average remaining contractual term (years) | 5 months 12 days |
Exercisable, end of period, weighted average remaining contractual term (years) | 5 months 12 days |
Vested or expected to vest, end of period, weighted average remaining contractual term (years) | 5 months 12 days |
Outstanding, end of period, aggregate intrinsic value | $ | $ 0 |
Exercisable, end of period, aggregate intrinsic value | $ | 0 |
Vested or expected to vest, end of period, aggregate intrinsic value | $ | $ 0 |
Incentive Plan - Non-Vested Sha
Incentive Plan - Non-Vested Shares (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Shares | |
Nonvested at beginning of period | shares | 1,967,376 |
Granted during period | shares | 790,263 |
Vested during period | shares | (859,738) |
Forfeited during period | shares | (8,511) |
Nonvested at end of period | shares | 1,889,390 |
Weighted Average Grant Date Fair Value Per Share | |
Nonvested at beginning of period (dollars per share) | $ / shares | $ 14.34 |
Granted during period (dollars per share) | $ / shares | 2.73 |
Vested during period (dollars per share) | $ / shares | 15.03 |
Forfeited during period (dollars per share) | $ / shares | 23.97 |
Nonvested at end of period (dollars per share) | $ / shares | $ 9.13 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | 1 Months Ended | ||||
Oct. 31, 2016a | Feb. 28, 2015USD ($)a | Dec. 31, 2010USD ($)$ / bbl | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||||
Receivables from employees | $ 13,000 | $ 34,000 | |||
Darle Vuelta Cattle Co LLC | |||||
Related Party Transaction [Line Items] | |||||
Area of land purchased (in acres) | a | 100 | ||||
Payment to acquire land | $ 1,500,000 | ||||
Darle Vuelta Cattle Co LLC | Salt Water Disposal Well | |||||
Related Party Transaction [Line Items] | |||||
Price of oil and gas waste per barrel (dollars per barrel) | $ / bbl | 0.10 | ||||
Price of brine or fresh water per barrel (dollars per barrel) | $ / bbl | 0.05 | ||||
Monthly payment on leases | $ 5,000 | ||||
Subsequent Event | Darle Vuelta Cattle Co LLC | |||||
Related Party Transaction [Line Items] | |||||
Area of land purchased (in acres) | a | 34.81 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive shares | 1,371,098 | 826,597 | ||
Stock Options And Unvested Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of anti-dilutive shares | 395,938 | 634,541 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Numerator (both basic and diluted): | |||||
Net loss | $ (92,097) | $ (105,642) | $ (265,319) | $ (186,561) | $ (241,700) |
Denominator: | |||||
Denominator for basic loss per share (in shares) | 42,689,773 | 40,168,406 | 41,957,755 | 40,458,557 | |
Denominator for diluted loss per share (in shares) | 42,689,773 | 40,168,406 | 41,957,755 | 40,458,557 | |
Basic loss per common share (dollars per share) | $ (2.16) | $ (2.63) | $ (6.32) | $ (4.61) | |
Diluted loss per common share (dollars per share) | $ (2.16) | $ (2.63) | $ (6.32) | $ (4.61) |
Business Segment Information -
Business Segment Information - Schedule of Reportable Segments Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Operating revenues | $ 141,610 | $ 189,247 | $ 391,970 | $ 644,564 | |
Direct operating costs | (116,271) | (154,930) | (332,951) | (506,815) | |
Segment profits | 25,339 | 34,317 | 59,019 | 137,749 | |
Depreciation and amortization | 53,142 | 60,328 | 164,141 | 181,488 | |
Capital expenditures (excluding acquisitions) | 14,295 | 16,883 | 28,058 | 60,964 | |
Identifiable assets | 1,003,048 | 1,250,339 | 1,003,048 | 1,250,339 | $ 1,138,181 |
Operating Segments | Completion and Remedial Services | |||||
Segment Reporting Information [Line Items] | |||||
Operating revenues | 49,425 | 67,240 | 125,348 | 249,070 | |
Direct operating costs | (40,292) | (56,165) | (107,941) | (195,086) | |
Segment profits | 9,133 | 11,075 | 17,407 | 53,984 | |
Depreciation and amortization | 18,383 | 21,163 | 56,782 | 63,518 | |
Capital expenditures (excluding acquisitions) | 3,178 | 4,575 | 4,689 | 21,020 | |
Identifiable assets | 308,989 | 388,286 | 308,989 | 388,286 | |
Operating Segments | Fluid Services | |||||
Segment Reporting Information [Line Items] | |||||
Operating revenues | 47,178 | 62,631 | 142,919 | 200,138 | |
Direct operating costs | (39,268) | (47,706) | (119,053) | (150,218) | |
Segment profits | 7,910 | 14,925 | 23,866 | 49,920 | |
Depreciation and amortization | 15,584 | 17,638 | 48,133 | 52,989 | |
Capital expenditures (excluding acquisitions) | 8,244 | 6,851 | 14,422 | 15,786 | |
Identifiable assets | 216,202 | 268,060 | 216,202 | 268,060 | |
Operating Segments | Well Servicing | |||||
Segment Reporting Information [Line Items] | |||||
Operating revenues | 43,160 | 55,533 | 118,891 | 175,701 | |
Direct operating costs | (35,028) | (47,877) | (101,345) | (147,314) | |
Segment profits | 8,132 | 7,656 | 17,546 | 28,387 | |
Depreciation and amortization | 13,491 | 15,061 | 41,669 | 45,582 | |
Capital expenditures (excluding acquisitions) | 2,622 | 3,421 | 6,076 | 16,665 | |
Identifiable assets | 200,451 | 247,834 | 200,451 | 247,834 | |
Operating Segments | Contract Drilling | |||||
Segment Reporting Information [Line Items] | |||||
Operating revenues | 1,847 | 3,843 | 4,812 | 19,655 | |
Direct operating costs | (1,683) | (3,182) | (4,612) | (14,197) | |
Segment profits | 164 | 661 | 200 | 5,458 | |
Depreciation and amortization | 3,109 | 3,536 | 9,603 | 10,601 | |
Capital expenditures (excluding acquisitions) | 69 | 1,353 | 182 | 2,463 | |
Identifiable assets | 43,566 | 54,711 | 43,566 | 54,711 | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Operating revenues | 0 | 0 | 0 | 0 | |
Direct operating costs | 0 | 0 | 0 | 0 | |
Segment profits | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 2,575 | 2,930 | 7,954 | 8,798 | |
Capital expenditures (excluding acquisitions) | 182 | 683 | 2,689 | 5,030 | |
Identifiable assets | $ 233,840 | $ 291,448 | $ 233,840 | $ 291,448 |
Business Segment Information 55
Business Segment Information - Schedule of Reconciliation of Operating Profit (Loss) from Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||||
Segment profits | $ 25,339 | $ 34,317 | $ 59,019 | $ 137,749 |
General and administrative expenses | (30,065) | (35,984) | (86,706) | (110,861) |
Restructuring costs | (10,470) | 0 | (10,470) | 0 |
Depreciation and amortization | (53,142) | (60,328) | (164,141) | (181,488) |
Gain (Loss) on disposal of assets | 128 | (1,128) | (133) | (1,119) |
Goodwill impairment | (646) | (81,877) | (646) | (81,877) |
Operating loss | $ (68,856) | $ (145,000) | $ (203,077) | $ (237,596) |
Supplemental Schedule Of Cash56
Supplemental Schedule Of Cash Flow Information - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Income taxes paid | $ 0 | $ 0 |
Interest paid | $ 38,459,000 | $ 49,628,000 |
Supplemental Schedule Of Cash57
Supplemental Schedule Of Cash Flow Information - Non-cash Financing and Investing Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Capital leases issued for equipment | $ 5,151 | $ 13,676 |
Asset retirement obligation additions (retirements) | $ (21) | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
7.75% Senior Notes due 2019, excluding premium | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 7.75% | 7.75% |
7.75% Senior Notes due 2022, excluding premium | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate | 7.75% | 7.75% |
Fair Value, Inputs, Level 1 | 7.75% Senior Notes due 2019, excluding premium | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | $ 475,000 | $ 475,000 |
Fair Value | 175,750 | 399,000 |
Fair Value, Inputs, Level 1 | 7.75% Senior Notes due 2022, excluding premium | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 300,000 | 300,000 |
Fair Value | 111,500 | 238,500 |
Fair Value, Inputs, Level 3 | Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 164,600 | 0 |
Fair Value | $ 160,283 | $ 0 |