Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 12, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Forbes Energy Services Ltd. | ' |
Entity Central Index Key | '0001434842 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,841,525 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $35,212 | $26,409 |
Accounts receivable - trade, net of allowance of $3.5 million and $4.0 million for 2014 and 2013, respectively | 90,751 | 81,618 |
Accounts receivable - related parties | 343 | 185 |
Accounts receivable - other | 418 | 1,183 |
Prepaid expenses and other | 6,933 | 14,004 |
Total current assets | 133,657 | 123,399 |
Property and equipment, net | 328,202 | 341,869 |
Intangible assets, net | 23,008 | 25,154 |
Deferred financing costs, net of accumulated amortization of $5.1 million and $3.7 million for 2014 and 2013, respectively | 5,418 | 6,860 |
Restricted cash | 1,381 | 1,380 |
Other assets | 1,777 | 1,896 |
Total assets | 493,443 | 500,558 |
Current liabilities | ' | ' |
Current portions of long-term debt | 5,639 | 9,374 |
Accounts payable - trade | 25,688 | 27,016 |
Accounts payable - related parties | 236 | 559 |
Accrued dividends | 61 | 61 |
Accrued interest payable | 7,612 | 1,367 |
Accrued expenses | 15,268 | 14,727 |
Total current liabilities | 54,504 | 53,104 |
Long-term debt, net of current portion | 287,033 | 290,266 |
Deferred tax liability | 19,395 | 21,610 |
Total liabilities | 360,932 | 364,980 |
Commitments and contingencies (Note 10) | ' | ' |
Temporary equity | ' | ' |
Series B senior convertible preferred stock | 14,591 | 14,560 |
Shareholders’ equity | ' | ' |
Common stock, $.04 par value, 112,500 shares authorized, 21,841 and 21,474 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 874 | 859 |
Additional paid-in capital | 194,744 | 193,527 |
Accumulated deficit | -77,698 | -73,368 |
Total shareholders’ equity | 117,920 | 121,018 |
Total liabilities and shareholders’ equity | $493,443 | $500,558 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for accounts receivable | $3.50 | $4 |
Accumulated amortization of deferred financing costs | $5.10 | $3.70 |
Common stock, par value | $0.04 | $0.04 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 21,841,000 | 21,841,000 |
Common stock, shares outstanding | 21,474,000 | 21,472,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | ' | ' | ' | ' |
Well servicing | $73,940 | $62,079 | $213,389 | $166,876 |
Fluid logistics | 40,526 | 42,775 | 124,163 | 143,398 |
Total revenues | 114,466 | 104,854 | 337,552 | 310,274 |
Expenses | ' | ' | ' | ' |
Well servicing | 53,795 | 50,073 | 160,244 | 132,915 |
Fluid logistics | 33,016 | 34,973 | 94,959 | 106,851 |
General and administrative | 8,943 | 7,955 | 26,514 | 22,906 |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 |
Total expenses | 109,564 | 106,377 | 322,333 | 302,245 |
Operating income (loss) | 4,902 | -1,523 | 15,219 | 8,029 |
Other income | ' | ' | ' | ' |
Interest income | 2 | 13 | 8 | 18 |
Interest expense | -7,016 | -7,103 | -21,216 | -21,120 |
Loss from continuing operations before taxes | -2,112 | -8,613 | -5,989 | -13,073 |
Income tax benefit | -569 | -2,961 | -1,659 | -4,156 |
Loss from continuing operations | -1,543 | -5,652 | -4,330 | -8,917 |
Loss from discontinued operations, net of tax benefit of $0, $32, $0, and $159, respectively | 0 | -59 | 0 | -295 |
Net loss | -1,543 | -5,711 | -4,330 | -9,212 |
Preferred stock dividends | -194 | -194 | -582 | -582 |
Net loss attributable to common shareholders | ($1,737) | ($5,905) | ($4,912) | ($9,794) |
Loss per share of common stock from continuing operations | ' | ' | ' | ' |
Basic and diluted loss per share (in usd per share) | ($0.08) | ($0.27) | ($0.23) | ($0.44) |
Loss per share of common stock from discontinued operations | ' | ' | ' | ' |
Basic and diluted loss per share (in usd per share) | $0 | ($0.01) | $0 | ($0.02) |
Loss per share of common stock | ' | ' | ' | ' |
Basic and diluted loss per share (in usd per share) | ($0.08) | ($0.28) | ($0.23) | ($0.46) |
Weighted average number of shares outstanding | ' | ' | ' | ' |
Basic and diluted (in shares) | 21,799 | 21,438 | 21,718 | 21,410 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Tax expense (benefit) from discontinued operations | $0 | $59 | $0 | $126 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Changes in Shareholders' Equity (unaudited) (USD $) | Total | Preferred Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
In Thousands, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2013 | $121,018 | $14,560 | $859 | $193,527 | ($73,368) |
Beginning Balance, shares at Dec. 31, 2013 | ' | 588 | 21,474 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Share-based compensation | 1,288 | ' | ' | 1,288 | ' |
Issuance of restricted stock | 526 | ' | 15 | 511 | ' |
Issuance of restricted stock, shares | ' | ' | 367 | ' | ' |
Preferred shares dividends and accretion | -582 | 31 | ' | -582 | ' |
Net loss | -4,330 | ' | ' | ' | -4,330 |
Ending Balance at Sep. 30, 2014 | $117,920 | $14,591 | $874 | $194,744 | ($77,698) |
Ending Balance, shares at Sep. 30, 2014 | ' | 588 | 21,841 | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($4,330) | ($9,212) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 40,616 | 39,573 |
Share-based compensation | 2,812 | 2,822 |
Deferred tax benefit | -2,215 | -4,220 |
Gain on disposal of assets, net | -747 | -678 |
Bad debt expense | 457 | 859 |
Amortization of deferred financing cost | 1,442 | 1,120 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -8,828 | 14,802 |
Accounts receivable - related party | -158 | 0 |
Prepaid expenses and other assets | 2,659 | -2,035 |
Accounts payable - trade | -9,065 | 3,819 |
Accounts payable - related party | -323 | 83 |
Accrued expenses | 6,255 | 3,992 |
Net cash provided by operating activities | 28,575 | 50,925 |
Cash flows from investing activities: | ' | ' |
Proceeds from sale of property and equipment | 3,904 | 1,337 |
Purchases of property and equipment | -18,901 | -32,804 |
Change in restricted cash | -1 | 60 |
Net cash used in investing activities | -14,998 | -31,407 |
Cash flows from financing activities: | ' | ' |
Payments of debt | -3,756 | -3,500 |
Payment of tax withholding obligations related to restricted stock | -467 | -143 |
Dividends paid on Series B Senior Convertible Preferred Shares | -551 | -551 |
Net cash used in financing activities | -4,774 | -4,194 |
Net increase in cash and cash equivalents | 8,803 | 15,324 |
Cash and cash equivalents: | ' | ' |
Beginning of period | 26,409 | 17,619 |
End of period | $35,212 | $32,943 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Nature of Operations | ' |
Organization and Nature of Operations | |
Nature of Business | |
Forbes Energy Services Ltd., or FES Ltd is an independent oilfield services contractor that provides a wide range of well site services to oil and natural gas drilling and producing companies to help develop and enhance the production of oil and natural gas. These services include fluid hauling, fluid disposal, well maintenance, completion services, workovers and re-completions, plugging and abandonment, and tubing testing. Our operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with additional locations in Mississippi, and in Pennsylvania. We believe that our broad range of services, which extends from initial drilling, through production, to eventual abandonment, is fundamental to establishing and maintaining the flow of oil and natural gas throughout the life cycle of our customers' wells. Our headquarters and executive offices are located at 3000 South Business Highway 281, Alice, Texas 78332. We can be reached by phone at (361) 664-0549. | |
As used in these Consolidated Financial Statements, the “Company,” the “Forbes Group,” “we,” and “our” mean FES Ltd and its direct and indirect subsidiaries, except as otherwise indicated. |
Risk_and_Uncertainties
Risk and Uncertainties | 9 Months Ended |
Sep. 30, 2014 | |
Risks and Uncertainties [Abstract] | ' |
Risk and Uncertainties | ' |
Risk and Uncertainties | |
As an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas, our revenue, profitability, cash flows and future rate of growth are substantially dependent on our ability to (1) maintain adequate equipment utilization, (2) maintain adequate pricing for the services we provide, and (3) maintain a trained work force. Failure to do so could adversely affect our financial position, results of operations, and cash flows. | |
Because our revenues are generated primarily from customers who are subject to the same factors generally impacting the oil and natural gas industry, our operations are also susceptible to market volatility resulting from economic, cyclical, weather related, or other factors related to such industry. Changes in the level of operating and capital spending in the industry, decreases in oil and natural gas prices, or industry perception about future oil and natural gas prices could materially decrease the demand for our services, adversely affecting our financial position, results of operations and cash flows. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
Interim Financial Information | |
The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or “GAAP” for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these condensed consolidated financial statements should be read along with the annual audited consolidated financial statements and notes thereto included in Forbes Group’s Annual Report on Form 10-K for the year ended December 31, 2013. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three and nine months ended September 30, 2014 may not be indicative of results that will be realized for the full year ending December 31, 2014. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. | |
Recent Accounting Pronouncements | |
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals that have not been reported in previously issued financial statements. The Company does not believe this pronouncement will have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a framework that replaces the existing revenue recognition guidance. It is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period, however, ASU No. 2014-09 requires retrospective application. The Company has not yet determined whether this pronouncement will have a material impact on its consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The Company has not yet determined whether this pronouncement will have a material impact on its consolidated financial statements. |
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||
Our major classes of intangible assets subject to amortization consist of our customer relationships, trade names, safety training program and dispatch software. The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the nine months ended September 30, 2014 or 2013. Amortization expense is calculated using the straight-line method over the period indicated. Amortization expense for each of the three months ended September 30, 2014 and 2013 was $0.7 million and for each of the nine months ended September 30, 2014 and 2013 was $2.1 million. Estimated amortization expense for the years 2014 through 2017 is $2.9 million per year and in 2018 is $2.7 million. The weighted average amortization period remaining for intangible assets is 8.0 years. | ||||||||||||||||||||||||||
The following sets forth the identified intangible assets by major asset class: | ||||||||||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Useful | Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | ||||||||||||||||||||
Life | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
(years) | Value | Value | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Customer relationships | 15 | $ | 31,896 | $ | (14,353 | ) | $ | 17,543 | $ | 31,896 | $ | (12,758 | ) | $ | 19,138 | |||||||||||
Trade names | 15 | 8,050 | (3,622 | ) | 4,428 | 8,050 | (3,220 | ) | 4,830 | |||||||||||||||||
Safety training program | 15 | 1,182 | (532 | ) | 650 | 1,182 | (473 | ) | 709 | |||||||||||||||||
Dispatch software | 10 | 1,135 | (766 | ) | 369 | 1,135 | (681 | ) | 454 | |||||||||||||||||
Other | 10 | 58 | (40 | ) | 18 | 58 | (35 | ) | 23 | |||||||||||||||||
$ | 42,321 | $ | (19,313 | ) | $ | 23,008 | $ | 42,321 | $ | (17,167 | ) | $ | 25,154 | |||||||||||||
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Share-Based Compensation | ' | ||||||||||||
Share-Based Compensation | |||||||||||||
Incentive Compensation Plans | |||||||||||||
From time to time, the Company grants stock options, restricted stock units, or other awards to its employees, including executive officers, and directors. As of September 30, 2014, there were 1,136,819 shares available for future grants under the Company's 2012 Incentive Compensation Plan, or the 2012 Plan. There have been no stock option awards issued under the 2012 Plan. | |||||||||||||
Stock Options | |||||||||||||
The following table presents a summary of the Company’s stock option activity for the nine months ended September 30, 2014. | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Options outstanding at December 31, 2013 | 1,400,425 | $ | 6.99 | ||||||||||
Stock options: | |||||||||||||
Granted | — | ||||||||||||
Exercised | — | ||||||||||||
Forfeited | (251,800 | ) | 2.65 | ||||||||||
Options outstanding at September 30, 2014 | 1,148,625 | $ | 7.94 | 5.69 years | $ | 319,069 | |||||||
Exercisable at September 30, 2014 | 1,148,625 | $ | 7.94 | 5.69 years | $ | 319,069 | |||||||
During the three months ended September 30, 2014 and 2013, the Company recorded total stock-based compensation expense related to stock options of $0.3 million and $0.6 million, respectively. During the nine months ended September 30, 2014 and 2013, the Company recorded total stock-based compensation expense related to stock options of $1.2 million and $1.6 million, respectively. There was no stock-based compensation cost capitalized for the three or nine months ended September 30, 2014 or 2013. As of September 30, 2014, there was no unrecognized stock-based compensation cost for stock options. | |||||||||||||
A summary of the status of the Company's nonvested options as of December 31, 2013, and the changes during the nine months ended September 30, 2014, is presented below. | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||
Nonvested at December 31, 2013 | 186,150 | $ | 9.16 | ||||||||||
Granted | — | ||||||||||||
Vested | (186,150 | ) | |||||||||||
Forfeited | — | ||||||||||||
Nonvested at September 30, 2014 | — | $ | — | ||||||||||
Restricted Stock Units | |||||||||||||
The following table presents a summary of restricted stock unit grant activity for the period ended September 30, 2014: | |||||||||||||
Number of Units | Grant Date Average Fair Value Per Unit | ||||||||||||
Outstanding at December 31, 2013 | 674,789 | $ | 3.49 | ||||||||||
Granted | 461,527 | 3.85 | |||||||||||
Vested | (493,421 | ) | 3.86 | ||||||||||
Forfeited | — | ||||||||||||
Nonvested at September 30, 2014 | 642,895 | $ | 3.46 | ||||||||||
In the nine months ended September 30, 2014, participants utilized a net withholding exercise method, in which restricted stock units were surrendered to cover payroll withholding tax. The total pretax cash outflow, as included in withholding tax payments in our condensed consolidated statements of cash flows, for this net withholding exercise was $0.5 million. | |||||||||||||
Stock compensation expense for the restricted stock units granted for the three months ended September 30, 2014 and 2013 was $0.5 million and $0.6 million, respectively. Stock compensation expense for the restricted stock units for the nine months ended September 30, 2014 and 2013 was $1.6 million, and $1.3 million respectively. The remaining compensation expense of $1.8 million will be recognized over a weighted-average period of 2.3 years. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property and Equipment | ' | |||||||||
Property and Equipment | ||||||||||
Property and equipment consisted of the following: | ||||||||||
Estimated | September 30, | December 31, | ||||||||
Life in Years | 2014 | 2013 | ||||||||
(in thousands) | ||||||||||
Well servicing equipment | 3-15 years | $ | 416,972 | $ | 417,124 | |||||
Autos and trucks | 5-10 years | 122,599 | 103,443 | |||||||
Disposal wells | 5-15 years | 38,141 | 37,867 | |||||||
Building and improvements | 5-30 years | 14,431 | 13,544 | |||||||
Furniture and fixtures | 3-15 years | 6,020 | 5,395 | |||||||
Land | 1,452 | 1,876 | ||||||||
599,615 | 579,249 | |||||||||
Accumulated depreciation | (271,413 | ) | (237,380 | ) | ||||||
$ | 328,202 | $ | 341,869 | |||||||
Depreciation expense was $13.1 million and $38.5 million for the three and nine months ended September 30, 2014, respectively, and $12.7 million and $37.4 million for the three and nine months ended September 30, 2013, respectively. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ||||||||
Long-term debt at September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
9% Senior Notes | $ | 280,000 | $ | 280,000 | ||||
Third party equipment notes and capital leases | 12,672 | 15,109 | ||||||
Insurance notes | — | 4,531 | ||||||
292,672 | 299,640 | |||||||
Less: Current portion | (5,639 | ) | (9,374 | ) | ||||
$ | 287,033 | $ | 290,266 | |||||
9% Senior Notes | ||||||||
On June 7, 2011, FES Ltd issued $280.0 million in principal amount of 9% Senior Notes due 2019 (the “9% Senior Notes”). The 9% Senior Notes mature on June 15, 2019, and require semi-annual interest payments, in arrears, at an annual rate of 9% on June 15 and December 15 of each year, until maturity commencing December 15, 2011. No principal payments are due until maturity. | ||||||||
The 9% Senior Notes are guaranteed by the current domestic subsidiaries (the “Guarantor Subs”) of FES Ltd, which include Forbes Energy Services LLC (“FES LLC”), C.C. Forbes, LLC (“CCF”), TX Energy Services, LLC (“TES”), Superior Tubing Testers, LLC (“STT”) and Forbes Energy International, LLC (“FEI LLC”). All of the Guarantor Subs are 100% owned and each guarantees the securities on a full and unconditional and joint and several basis, subject to customary release provisions. During 2013 and 2014, the assets and operations of the Non-Guarantor Subs were minor as defined by SEC Regulation S-X. The Forbes Group may, at its option, redeem all or part of the 9% Senior Notes from time to time at specified redemption prices and subject to certain conditions required by the indenture governing the 9% Senior Notes (the “9% Senior Indenture”). The Forbes Group is required to make an offer to purchase the notes and to repurchase any notes for which the offer is accepted at 101% of their principal amount, plus accrued and unpaid interest, if there is a change of control. The Forbes Group is required to make an offer to repurchase the notes and to repurchase any notes for which the offer is accepted at 100% of their principal amount, plus accrued and unpaid interest, following certain asset sales. | ||||||||
The Forbes Group is permitted under the terms of the 9% Senior Indenture to incur additional indebtedness in the future, provided that certain financial conditions set forth in the 9% Senior Indenture are satisfied. The Forbes Group is subject to certain covenants contained in the 9% Senior Indenture, including provisions that limit or restrict the Forbes Group's and certain future subsidiaries' abilities to incur additional debt, to create, incur or permit to exist certain liens on assets, to make certain dispositions of assets, to make payments on certain subordinated indebtedness, to pay dividends or certain other payments to equity holders, to engage in mergers, consolidations or other fundamental changes, to change the nature of its business or to engage in transactions with affiliates. Due to cross-default provisions in the 9% Senior Indenture and the loan agreement governing our revolving credit facility, with certain exceptions, a default and acceleration of outstanding debt under one debt agreement would result in the default and possible acceleration of outstanding debt under the other debt agreement. Accordingly, an event of default could result in all or a portion of our outstanding debt under our debt agreements becoming immediately due and payable. If this occurred, we might not be able to obtain waivers or secure alternative financing to satisfy all of our obligations simultaneously, which would adversely affect our business and operations. | ||||||||
The Company was in compliance with the covenants in the indenture governing the 9% Senior Indenture at September 30, 2014. | ||||||||
Revolving Credit Facility | ||||||||
On September 9, 2011, FES Ltd. and its current domestic subsidiaries entered into a loan and security agreement with Regions Bank, SunTrust Bank, CIT Bank and Capital One Leverage Finance Corp., as lenders, and Regions Bank, as agent for the secured parties, or the Agent. This loan and security agreement was amended in December 2011, July 2012 and July 2013. On the July 2013 amendment, the CIT Bank opted out of the lending group, with Regions Bank increasing its participation by taking the CIT Bank's position. The loan and security agreement initially provided for an asset based revolving credit facility with a maximum initial borrowing credit of $75.0 million, subject to borrowing base availability. The third amendment increased the maximum borrowing credit to $90.0 million, subject to borrowing base availability, any reserves established by the facility agent in its discretion, compliance with a fixed charge coverage ratio covenant if availability under the facility falls below certain thresholds and, for borrowings above $75.0 million, compliance with the debt incurrence covenant in the the 9% Senior Indenture that prohibits the incurrence of debt except for certain limited exceptions, including indebtedness incurred under the permitted credit facility debt basket to the greater of $75.0 million or 18% of our Consolidated Tangible Assets (as defined in the 9% Senior Indenture) reported for the last fiscal quarter for which financial statements are available. As of September 30, 2014, 18% of our Consolidated Tangible Assets was approximately $83.7 million. Under the loan and security agreement, our borrowing base at any time is equal to (i) 85% of eligible accounts, which are determined by Agent in its reasonable discretion, plus (ii) the lesser of 85% of the appraised value, subject to certain adjustments, of our well services equipment that has been properly pledged and appraised, is in good operating condition and is located in the United States, or 100% of the net book value of such equipment, minus (iii) any reserves established by the Agent in its reasonable discretion. As of September 30, 2014, the borrowing base was $90.0 million limited to $83.7 million under the 9% Senior Indenture as discussed above and borrowing availability was $77.8 million. As amended, the loan and security agreement has a stated maturity of July 26, 2018. There was nothing drawn on this facility and $5.9 million in letters of credit outstanding against the facility at September 30, 2014. | ||||||||
Prior to the third amendment, at our option, borrowings under this credit facility would have borne interest at a rate equal to either (i) the LIBOR rate plus an applicable margin of between 2.25% to 2.75% based on borrowing availability or (ii) a base rate plus an applicable margin of between 1.25% to 1.75% based on borrowing availability, where the base rate was equal to the greater of the prime rate established by Regions Bank, the overnight federal funds rate plus 0.50% or the LIBOR rate for a one month period plus 1.00%. The third amendment decreased the revolving interest rate whereby borrowings under the Loan Agreement will bear interest at a rate equal to either (a) the LIBOR rate plus an applicable margin of between 2.00% to 2.50% based on borrowing availability or (b) a base rate plus an applicable margin of between 1.00% to 1.50% based on borrowing availability, where the base rate is equal to the greater of the prime rate established by Regions Bank, the overnight federal funds rate plus 0.5% or the LIBOR rate for a one month period plus 1%. | ||||||||
In addition to paying interest on outstanding principal under the facility, a fee of 0.375% per annum will accrue on unutilized availability under the credit facility. We are required to pay a fee of between 2.25% to 2.75%, based on borrowing availability, with respect to the principal amount of any letters of credit outstanding under the facility. We are also responsible for certain other administrative fees and expenses. | ||||||||
FES LLC, FEI LLC, TES, CCF and STT are the borrowers under the loan and security agreement. Their obligations have been guaranteed by one another and by FES Ltd. Subject to certain exceptions and permitted encumbrances, including the exemption of real property interests from the collateral package, the obligations under this facility are secured by a first priority security interest in all of our assets. | ||||||||
We are able to voluntarily repay outstanding loans at any time without premium or penalty (subject to the fees discussed above). If at any time our outstanding loans under the credit facility exceed the availability under our borrowing base, we may be required to repay the excess. Further, we are required to use the net proceeds from certain events, including certain judgments, tax refunds or insurance awards to repay outstanding loans, however, we may reborrow following such repayments if the conditions to borrowing are met. | ||||||||
The loan and security agreement contains customary covenants for an asset-based credit facility, which include (i) restrictions on certain mergers, consolidations and sales of assets; (ii) restrictions on the creation or existence of liens; (iii) restrictions on making certain investments; (iv) restrictions on the incurrence or existence of indebtedness; (v) restrictions on transactions with affiliates; (vi) requirements to deliver financial statements, report and notices to the Agent and (vii) a springing requirement to maintain a consolidated Fixed Charge Coverage Ratio (which is defined in the loan and security agreement) of 1.1:1.0 in the event that our excess availability under the credit facility falls below the greater of $11.7 million or 15.0% of our maximum credit under the facility for sixty consecutive days; provided that, the restrictions described in (i)-(v) above are subject to certain exceptions and permissions limited in scope and dollar value. The loan and security agreement also contains customary representations and warranties and event of default provisions. As of September 30, 2014 we were in compliance with all applicable covenants in the loan and security agreement. | ||||||||
Third Party Equipment Notes and Capital Leases | ||||||||
The Forbes Group finances the purchase of certain vehicles and equipment through commercial loans and capital leases with aggregate principal amounts outstanding as of September 30, 2014 and December 31, 2013 of approximately $12.7 million and $15.1 million, respectively. These loans are repayable in a range of 42 to 60 monthly installments with the maturity dates ranging from October 2014 to January 2018. Interest accrues at rates ranging from 3.2% to 8.4% and is payable monthly. The loans are collateralized by equipment purchased with the proceeds of such loans. The Forbes Group made total principal payments of approximately $1.3 million and $1.4 million for three months ended September 30, 2014 and 2013, respectively, and approximately $3.8 million and $4.3 million for the nine months ended September 30, 2014 and 2013, respectively. | ||||||||
Insurance Notes | ||||||||
In October of 2013, the Forbes Group entered into a $5.9 million promissory note at an interest rate of 2.9% for the payment of insurance premiums. There was no outstanding principal amount under such note as of September 30, 2014. As of December 31, 2013, the outstanding principal amount under such note was approximately $4.5 million. The amount outstanding could be substantially offset by the cancellation of the related insurance coverage. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. | ||||||||||||||||
The carrying amounts of cash and cash equivalents, accounts receivable-trade, accounts receivable-related parties, accounts receivable – other, accounts payable – trade, accounts payable – related parties, and insurance notes, approximate fair value because of the short maturity of these instruments. The fair values of third party notes and equipment notes approximate their carrying values, based on current market rates at which the company could borrow funds with similar maturities (Level 2 in the fair value hierarchy). | ||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
9.0% Senior Notes | $ | 280,000 | $ | 280,000 | $ | 280,000 | $ | 275,800 | ||||||||
The fair value of our 9% Senior notes is based on dealer quoted market prices and is considered Level 1 within the fair value hierarchy. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Related Party Transactions | ' | ||||||||||||||||
Related Party Transactions | |||||||||||||||||
The Forbes Group enters into transactions with related parties in the normal course of conducting business. The following tables represent related party transactions. | |||||||||||||||||
As of | |||||||||||||||||
September 30, | December 31, 2013 | ||||||||||||||||
2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Related parties cash and cash equivalents balances: | |||||||||||||||||
Balance at Texas Champion Bank (1) | $ | 998 | $ | 698 | |||||||||||||
Balance at Brush Country Bank (2) | 445 | 469 | |||||||||||||||
Related parties receivable: | |||||||||||||||||
Alice Environmental (3) | $ | — | $ | 1 | |||||||||||||
Dorsal Services, Inc. (4) | 61 | 61 | |||||||||||||||
Wolverine Construction, Inc. (5) | 282 | 123 | |||||||||||||||
$ | 343 | $ | 185 | ||||||||||||||
Related parties payable: | |||||||||||||||||
Animas Holdings, LLC (6) | $ | 2 | $ | — | |||||||||||||
Alice Environmental (3) | 77 | 218 | |||||||||||||||
Dorsal Services, Inc. (4) | 72 | 256 | |||||||||||||||
Tasco Tool Services, Inc. (7) | 15 | 16 | |||||||||||||||
JITSU Services, LLC (8) | — | 30 | |||||||||||||||
Texas Quality Gate Guard Services, LLC (9) | 60 | 29 | |||||||||||||||
Texas Water Disposal, LLC (10) | 10 | 10 | |||||||||||||||
$ | 236 | $ | 559 | ||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Related parties capital expenditures: | |||||||||||||||||
Tasco Tool Services, Inc. (7) | — | 64 | — | 64 | |||||||||||||
Forbes Ranch (11) | — | — | — | 25 | |||||||||||||
$ | — | $ | 64 | $ | — | $ | 89 | ||||||||||
Related parties revenue activity: | |||||||||||||||||
Alice Environmental(3) | — | 3 | 1 | 3 | |||||||||||||
Dorsal Services, Inc. (4) | — | — | 1 | 17 | |||||||||||||
Tasco Tool Services, Inc. (7) | — | — | 1 | 22 | |||||||||||||
Wolverine Construction, Inc. (5) | 1 | — | 309 | — | |||||||||||||
Testco Well Services, LLC (12) | — | 18 | — | 36 | |||||||||||||
Texas Water Disposal LLC (10) | 2 | — | 59 | — | |||||||||||||
$ | 3 | $ | 21 | $ | 371 | $ | 78 | ||||||||||
Related parties expense activity: | |||||||||||||||||
Alice Environmental (3) | $ | 672 | $ | 535 | $ | 1,638 | $ | 1,454 | |||||||||
CJ Petroleum Service LLC (14) | 4 | — | 4 | — | |||||||||||||
Dorsal Services, Inc. (4) | 162 | 159 | 468 | 181 | |||||||||||||
Tasco Tool Services, Inc. (7) | 44 | 22 | 182 | 48 | |||||||||||||
FCJ Management, LLC (13) | 9 | 9 | 27 | 27 | |||||||||||||
JITSU Services, LLC (8) | 91 | — | 243 | 203 | |||||||||||||
Texas Quality Gate Guard Services, LLC (9) | 146 | 97 | 146 | 334 | |||||||||||||
Animas Holdings, LLC (6) | 74 | 263 | 277 | 611 | |||||||||||||
Testco Well Services, LLC (12) | — | 9 | — | 11 | |||||||||||||
Texas Water Disposal LLC (10) | — | — | 3 | — | |||||||||||||
$ | 1,202 | $ | 1,094 | $ | 2,988 | $ | 2,869 | ||||||||||
(1)The Company has a deposit relationship with Texas Champion Bank. Travis Burris, one of the directors of FES Ltd., is also the President, Chief Executive Officer, and director of Texas Champion Bank. Mr. Crisp, our President and Chief Executive Officer and one of our directors, serves on the board of directors of Texas Champion Bank. | |||||||||||||||||
(2)Mr. Crisp and Mr. Forbes, our Executive Vice President and Chief Operating Officer and one of our directors are shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. | |||||||||||||||||
(3)Messrs. John E. Crisp and Charles C. Forbes, Jr., are also owners and managers of Alice Environmental Holdings, LLC, and indirect owners and managers of Alice Environmental Services, LP. These two companies are collectively referred to as Alice Environmental. The Company leases or rents land and buildings, aircraft, and other equipment from Alice Environmental. | |||||||||||||||||
(4)Dorsal Services, Inc. provides trucking services to the Company. Mr. Crisp, is a partial owner of Dorsal Services, Inc. | |||||||||||||||||
(5)Wolverine Construction, Inc. is an entity that is owned by two sons of Mr. Crisp. Wolverine rents equipment from the Company. | |||||||||||||||||
(6)Animas Holdings, LLC or Animas, is a property and disposal company that is owned by the two sons of Mr. Crisp and three children of Mr. Forbes and Ms. Forbes, who served as one of our directors until June 11, 2014. The Company pays Animas for waste water disposal and lease facilities. | |||||||||||||||||
(7)Tasco Tool Services, Inc. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, along with Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. Tasco rents and sells tools to the Company from time to time. | |||||||||||||||||
(8)JITSU Services, LLC or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp. The Company currently leases ten vacuum trucks from JITSU. | |||||||||||||||||
(9)Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. | |||||||||||||||||
(10) Texas Water Disposal, LLC. is partially owned by a brother of Mr. Crisp. Texas Water Disposal is a company that owns a salt water disposal well that is used by the Company. | |||||||||||||||||
(11) Forbes Ranch is owned by a brother of Mr. Forbes. We purchased a truck scale from Forbes Ranch during the second quarter of 2013. | |||||||||||||||||
(12)Testco Well Services, LLC is a company that provides valve and gathering system testing services to the Company. Messrs. Crisp and Forbes, along with a son of Mr. Crisp were partial owners of Testco. In August 2013, Testco Well Services, LLC was sold to an unrelated party and is no longer a related party. | |||||||||||||||||
(13) FCJ Management, LLC or FCJ, is an entity that leases land and facilities to the Company and is owned by Messrs. Crisp, and Forbes and Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. | |||||||||||||||||
(14) CJ Petroleum Service LLC, or CJ Petroleum, is a company that owns salt water disposal wells and is owned by Messrs. Crisp and Forbes, a son of Mr. Crisp, another director of FES Ltd. and a son of Janet Forbes, a former director of FES LTD. The Company pays CJ Petroleum to use it's disposal wells. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Concentrations of Credit Risk | |
FDIC insurance coverage is currently $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed federally insured limits from time to time. The Company restricts investment of temporary cash investments to financial institutions with high credit standings. The Company's customer base consists primarily of multi-national and independent oil and natural gas producers. The Company does not require collateral on its trade receivables. For the three months ended September 30, 2014, the Company's largest customer, five largest customers, and ten largest customers constituted 17.8%, 42.0%, and 57.9% of consolidated revenues, respectively. For the nine months ended September 30, 2014 the Company's largest customer, five largest customers, and ten largest customers constituted 11.9% , 27.4%, and 38.2% of consolidated revenues, respectively. The loss of any one of our top five customers could have a materially adverse effect on the revenues and profits of the Company. Further, our trade accounts receivable are from companies within the oil and natural gas industry, and as such the Company is exposed to normal industry credit risks. As of September 30, 2014, the Company's largest customer, five largest customers, and ten largest customers constituted 15.2%, 40.5%, and 56.7% of accounts receivable, respectively. The Company continually evaluates its reserves for potential credit losses and establishes reserves for such losses. | |
Self-Insurance | |
The Company is self-insured under its Employee Group Medical Plan for the first $300,000 per individual. As of October 15, 2013, the Company purchased new auto liability and general liability insurance policies and under which it is self-insured for the first $0.5 million and $1.0 million, respectively, claimed under these policies. As of September 30, 2014 and December 31, 2013 self-insurance reserves amount to approximately $6.0 million and $4.6 million, respectively. These claims are unprocessed, therefore their values are estimated and included in accrued expenses in the accompanying consolidated balance sheets. | |
Litigation | |
The Company is subject to various other claims and legal actions that arise in the ordinary course of business. While the result of any claim or legal action contains an element of uncertainty, we do not believe at this time that any of these claims and actions, separately or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows. | |
Off-Balance Sheet Arrangements | |
We are often party to certain transactions that require off-balance sheet arrangements such as performance bonds, guarantees, operating leases for equipment, and bank guarantees that are not reflected in our condensed consolidated balance sheets. These arrangements are made in our normal course of business and they are not reasonably likely to have a current or future material adverse effect on our financial condition, results of operations, liquidity or cash flows. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
Supplemental Cash Flow Information | |||||||||
Nine months ended September 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Cash paid for | |||||||||
Interest | $ | 13,360 | $ | 13,684 | |||||
Income tax | 70 | 65 | |||||||
Supplemental schedule of non-cash investing and financing activities | |||||||||
Changes in accounts payable related to capital expenditures | 7,737 | 5,194 | |||||||
Capital leases on equipment | 1,320 | 1,569 | |||||||
Preferred stock dividends and accretion costs | 31 | 31 | |||||||
Earnings_per_Share
Earnings per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings per Share | ' | |||||||||||||||
Earnings per Share | ||||||||||||||||
Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders by the weighted average common stock outstanding during the period. Diluted earnings (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock, such as options and convertible preferred stock, were exercised and converted into common stock. Potential common stock equivalents that have been issued by the Forbes Group relate to outstanding stock options and unvested restricted stock units which are determined using the treasury stock method, and the Series B Senior Convertible Preferred Stock (the "Series B Preferred Stock"), which are determined using the "if-converted" method. | ||||||||||||||||
The Series B Preferred Stock are participating securities as they participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. A participating security is included in the computation of basic EPS using the two-class method. Under the two-class method, basic EPS for the Company’s common stock is computed by dividing net income applicable to common shares by the weighted-average common stock outstanding during the period. Under the certificate of designation for our Series B Preferred Stock (the “Series B Certificate of Designation”), if at any time the Company declares a dividend in cash which is greater in value than five percent on a cumulative basis over the previous twelve month period of the then current “Common Share Fair Market Value,” as that term is defined in the Series B Certificate of Designation, the Series B Preferred Stock will be entitled to receive a dividend payable in cash equal to the amount in excess of five percent of the then Common Share Fair Market Value per common share they would have received if all outstanding Series B Preferred Stock had been converted into common shares. There were no earnings allocated to the Series B Preferred Stock for the quarters ended September 30, 2014 and 2013 since there was a net loss for those periods and earnings for the quarter were not in excess of amounts prescribed by the Series B Certificate of Designation for our Series B Preferred Stock. Diluted EPS for the Company’s common stock is computed using the more dilutive of the two-class method or the if-converted method. | ||||||||||||||||
There were 1,148,625 stock options, 642,895 units of unvested restricted stock, and 5,292,531 shares of common stock equivalents underlying the Series B Preferred Stock outstanding as of September 30, 2014 that were not included in the calculation of diluted EPS for the three and nine months ended September 30, 2014 because their effect would have been antidilutive. | ||||||||||||||||
The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted: | ||||||||||||||||
Net loss | $ | (1,543 | ) | $ | (5,711 | ) | $ | (4,330 | ) | $ | (9,212 | ) | ||||
Preferred stock dividends and accretion | (194 | ) | (194 | ) | (582 | ) | (582 | ) | ||||||||
Net loss attributable to common shareholders | $ | (1,737 | ) | $ | (5,905 | ) | $ | (4,912 | ) | $ | (9,794 | ) | ||||
Weighted-average common shares | 21,799 | 21,438 | 21,718 | 21,410 | ||||||||||||
Basic and diluted net loss per share | $ | (0.08 | ) | $ | (0.28 | ) | $ | (0.23 | ) | $ | (0.46 | ) |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
The Company’s tax benefit from application of the effective tax rate for the nine months ended September 30, 2014 was estimated to be 27.7% based on pre-tax loss of $6.0 million. For the nine months ended September 30, 2013, the Company's effective tax rate was of 31.8%. The difference between the effective rate and 35.0% statutory rate is mainly due to Texas Margins Tax and non-deductible expenses. |
Business_Segment_Information
Business Segment Information | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Business Segment Information | ' | |||||||||||||||||||||||
Business Segment Information | ||||||||||||||||||||||||
The Forbes Group has two reportable segments organized based on its products and services—well servicing and fluid logistics. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. | ||||||||||||||||||||||||
The following tables set forth certain financial information with respect to the Company’s reportable segments for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
Well Servicing | Fluid Logistics | Consolidated | Well Servicing | Fluid Logistics | Consolidated | |||||||||||||||||||
2014 | (in thousands) | (in thousands) | ||||||||||||||||||||||
Revenues | $ | 73,940 | $ | 40,526 | $ | 114,466 | $ | 213,389 | $ | 124,163 | $ | 337,552 | ||||||||||||
Direct operating costs | 53,795 | 33,016 | 86,811 | 160,244 | 94,959 | 255,203 | ||||||||||||||||||
Segment profits | $ | 20,145 | $ | 7,510 | $ | 27,655 | $ | 53,145 | $ | 29,204 | $ | 82,349 | ||||||||||||
Depreciation and amortization | $ | 6,127 | $ | 7,683 | $ | 13,810 | $ | 18,082 | $ | 22,534 | $ | 40,616 | ||||||||||||
Capital expenditures | 5,263 | 4,801 | 10,064 | 14,177 | 13,781 | 27,958 | ||||||||||||||||||
Total assets | 629,575 | 486,384 | 1,115,959 | 629,575 | 486,384 | 1,115,959 | ||||||||||||||||||
Long lived assets | 192,121 | 135,210 | 327,331 | 192,121 | 135,210 | 327,331 | ||||||||||||||||||
2013 | ||||||||||||||||||||||||
Revenues | $ | 62,079 | $ | 42,775 | $ | 104,854 | $ | 166,876 | $ | 143,398 | $ | 310,274 | ||||||||||||
Direct operating costs | 50,073 | 34,973 | 85,046 | 132,915 | 106,851 | 239,766 | ||||||||||||||||||
Segment profits | $ | 12,006 | $ | 7,802 | $ | 19,808 | $ | 33,961 | $ | 36,547 | $ | 70,508 | ||||||||||||
Depreciation and amortization | $ | 5,785 | $ | 7,591 | $ | 13,376 | $ | 17,243 | $ | 22,330 | $ | 39,573 | ||||||||||||
Capital expenditures | 11,196 | 7,457 | 18,653 | 19,046 | 19,857 | 38,903 | ||||||||||||||||||
Total assets | 567,593 | 478,105 | 1,045,698 | 567,593 | 478,105 | 1,045,698 | ||||||||||||||||||
Long lived assets | 201,341 | 147,427 | 348,768 | 201,341 | 147,427 | 348,768 | ||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Reconciliation of the Forbes Group Operating Income As Reported: | (in thousands) | (in thousands) | ||||||||||||||||||||||
Segment profits | $ | 27,655 | $ | 19,808 | $ | 82,349 | $ | 70,508 | ||||||||||||||||
General and administrative expense | 8,943 | 7,955 | 26,514 | 22,906 | ||||||||||||||||||||
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ||||||||||||||||||||
Operating income | 4,902 | (1,523 | ) | 15,219 | 8,029 | |||||||||||||||||||
Other income and expenses, net | (7,014 | ) | (7,090 | ) | (21,208 | ) | (21,102 | ) | ||||||||||||||||
Loss from continuing operations before income taxes | $ | (2,112 | ) | $ | (8,613 | ) | $ | (5,989 | ) | $ | (13,073 | ) | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Reconciliation of the Forbes Group Assets As Reported: | (in thousands) | |||||||||||||||||||||||
Total reportable segments | $ | 1,115,959 | $ | 1,068,042 | ||||||||||||||||||||
Elimination of internal transactions | (1,731,097 | ) | (1,640,530 | ) | ||||||||||||||||||||
Parent | 1,108,581 | 1,073,046 | ||||||||||||||||||||||
Total assets | $ | 493,443 | $ | 500,558 | ||||||||||||||||||||
Equity_Securities
Equity Securities | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Equity Securities | ' |
Series B Senior Convertible Preferred Stock | |
Under our Series B Certificate of Designation, we are authorized to issue 825,000 shares of Series B Senior Convertible Preferred Stock (the “Series B Preferred Stock”), par value $0.01 per share. On May 28, 2010 the Company completed a private placement of 580,800 shares of Series B Preferred Stock at a price per share of CAD $26.37 for an aggregate purchase price in the amount of approximately USD $14.5 million based on the exchange rate between U.S. dollars and Canadian dollars then in effect of $1.00 to CDN $1.0547. The Company received net proceeds of USD $13.8 million after closing fee paid to investors of USD $0.3 million and legal fees and other offering costs of USD $0.4 million. This is presented as temporary equity on the balance sheet. The common stock into which the Series B Preferred Stock is convertible has certain demand and “piggyback” registration rights. | |
The value of the Series B Preferred Stock, for accounting purposes, is being accreted up to redemption value from the date of issuance to the earliest redemption date of the instrument using the effective interest rate method. If the Series B Preferred Stock had been redeemed as of September 30, 2014 and December 31, 2013, the redemption amount applicable at each date would have been approximately $14.6 million. | |
Dividends | |
The Series B Preferred Stock is entitled to receive preferential dividends equal to five percent (5.0%) per annum of the original issue price per share, payable quarterly in February, May, August and November of each year. Such dividends may be paid by the Company in cash or in kind (in the form of additional shares of Series B Preferred Stock). In the event that the payment in cash or in kind of any such dividend would cause the Company to violate a covenant under its debt agreements, the obligation to pay, in cash or in kind, will be suspended until the earlier to occur of (i) and only to the extent any restrictions under the debt agreements lapse or are no longer applicable or (ii) February 16, 2015. During any such suspension period, the preferential dividends shall continue to accrue and accumulate. As shares of the Series B Preferred Stock are convertible into shares of our common stock, each dividend paid in kind will have a dilutive effect on our shares of common stock. | |
Preferred stock dividends are recorded at their fair value. If paid in cash, the amount paid represents fair value. If paid in kind, the fair value of the preferred stock dividends is determined using valuation techniques that include a component representing the intrinsic value of the dividends (which represents the fair value of the common stock into which the preferred stock could be converted) and an option component (which is determined using a Black-Scholes Option Pricing Model). Dividends and accretion for the three and nine months ended September 30, 2014 and 2013 was $0.2 million and $0.6 million in each period, respectively. The Company has paid all required quarterly dividends in cash through September 30, 2014. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Interim Financial Information | ' |
Interim Financial Information | |
The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, or “GAAP” for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these condensed consolidated financial statements should be read along with the annual audited consolidated financial statements and notes thereto included in Forbes Group’s Annual Report on Form 10-K for the year ended December 31, 2013. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three and nine months ended September 30, 2014 may not be indicative of results that will be realized for the full year ending December 31, 2014. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted, but only for disposals that have not been reported in previously issued financial statements. The Company does not believe this pronouncement will have a material impact on its consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a framework that replaces the existing revenue recognition guidance. It is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period, however, ASU No. 2014-09 requires retrospective application. The Company has not yet determined whether this pronouncement will have a material impact on its consolidated financial statements. | |
In June 2014, the FASB issued ASU No. 2014-12, “Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The Company has not yet determined whether this pronouncement will have a material impact on its consolidated financial statements. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||
The following sets forth the identified intangible assets by major asset class: | ||||||||||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||||||||||||||||||||
Useful | Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | ||||||||||||||||||||
Life | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
(years) | Value | Value | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||
Customer relationships | 15 | $ | 31,896 | $ | (14,353 | ) | $ | 17,543 | $ | 31,896 | $ | (12,758 | ) | $ | 19,138 | |||||||||||
Trade names | 15 | 8,050 | (3,622 | ) | 4,428 | 8,050 | (3,220 | ) | 4,830 | |||||||||||||||||
Safety training program | 15 | 1,182 | (532 | ) | 650 | 1,182 | (473 | ) | 709 | |||||||||||||||||
Dispatch software | 10 | 1,135 | (766 | ) | 369 | 1,135 | (681 | ) | 454 | |||||||||||||||||
Other | 10 | 58 | (40 | ) | 18 | 58 | (35 | ) | 23 | |||||||||||||||||
$ | 42,321 | $ | (19,313 | ) | $ | 23,008 | $ | 42,321 | $ | (17,167 | ) | $ | 25,154 | |||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||
The following table presents a summary of the Company’s stock option activity for the nine months ended September 30, 2014. | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
Options outstanding at December 31, 2013 | 1,400,425 | $ | 6.99 | ||||||||||
Stock options: | |||||||||||||
Granted | — | ||||||||||||
Exercised | — | ||||||||||||
Forfeited | (251,800 | ) | 2.65 | ||||||||||
Options outstanding at September 30, 2014 | 1,148,625 | $ | 7.94 | 5.69 years | $ | 319,069 | |||||||
Exercisable at September 30, 2014 | 1,148,625 | $ | 7.94 | 5.69 years | $ | 319,069 | |||||||
Schedule of Nonvested Share Activity | ' | ||||||||||||
A summary of the status of the Company's nonvested options as of December 31, 2013, and the changes during the nine months ended September 30, 2014, is presented below. | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date Fair Value | |||||||||||||
Nonvested at December 31, 2013 | 186,150 | $ | 9.16 | ||||||||||
Granted | — | ||||||||||||
Vested | (186,150 | ) | |||||||||||
Forfeited | — | ||||||||||||
Nonvested at September 30, 2014 | — | $ | — | ||||||||||
Summary of Restricted Stock Unit Grant Activity | ' | ||||||||||||
The following table presents a summary of restricted stock unit grant activity for the period ended September 30, 2014: | |||||||||||||
Number of Units | Grant Date Average Fair Value Per Unit | ||||||||||||
Outstanding at December 31, 2013 | 674,789 | $ | 3.49 | ||||||||||
Granted | 461,527 | 3.85 | |||||||||||
Vested | (493,421 | ) | 3.86 | ||||||||||
Forfeited | — | ||||||||||||
Nonvested at September 30, 2014 | 642,895 | $ | 3.46 | ||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Summary of Property and Equipment | ' | |||||||||
Property and equipment consisted of the following: | ||||||||||
Estimated | September 30, | December 31, | ||||||||
Life in Years | 2014 | 2013 | ||||||||
(in thousands) | ||||||||||
Well servicing equipment | 3-15 years | $ | 416,972 | $ | 417,124 | |||||
Autos and trucks | 5-10 years | 122,599 | 103,443 | |||||||
Disposal wells | 5-15 years | 38,141 | 37,867 | |||||||
Building and improvements | 5-30 years | 14,431 | 13,544 | |||||||
Furniture and fixtures | 3-15 years | 6,020 | 5,395 | |||||||
Land | 1,452 | 1,876 | ||||||||
599,615 | 579,249 | |||||||||
Accumulated depreciation | (271,413 | ) | (237,380 | ) | ||||||
$ | 328,202 | $ | 341,869 | |||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long Term Debt | ' | |||||||
Long-term debt at September 30, 2014 and December 31, 2013 consisted of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
9% Senior Notes | $ | 280,000 | $ | 280,000 | ||||
Third party equipment notes and capital leases | 12,672 | 15,109 | ||||||
Insurance notes | — | 4,531 | ||||||
292,672 | 299,640 | |||||||
Less: Current portion | (5,639 | ) | (9,374 | ) | ||||
$ | 287,033 | $ | 290,266 | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Summary of the Carrying Amounts and Estimated Fair Values of Financial Instruments | ' | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
9.0% Senior Notes | $ | 280,000 | $ | 280,000 | $ | 280,000 | $ | 275,800 | ||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Schedule of Related Party Transactions | ' | ||||||||||||||||
The following tables represent related party transactions. | |||||||||||||||||
As of | |||||||||||||||||
September 30, | December 31, 2013 | ||||||||||||||||
2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Related parties cash and cash equivalents balances: | |||||||||||||||||
Balance at Texas Champion Bank (1) | $ | 998 | $ | 698 | |||||||||||||
Balance at Brush Country Bank (2) | 445 | 469 | |||||||||||||||
Related parties receivable: | |||||||||||||||||
Alice Environmental (3) | $ | — | $ | 1 | |||||||||||||
Dorsal Services, Inc. (4) | 61 | 61 | |||||||||||||||
Wolverine Construction, Inc. (5) | 282 | 123 | |||||||||||||||
$ | 343 | $ | 185 | ||||||||||||||
Related parties payable: | |||||||||||||||||
Animas Holdings, LLC (6) | $ | 2 | $ | — | |||||||||||||
Alice Environmental (3) | 77 | 218 | |||||||||||||||
Dorsal Services, Inc. (4) | 72 | 256 | |||||||||||||||
Tasco Tool Services, Inc. (7) | 15 | 16 | |||||||||||||||
JITSU Services, LLC (8) | — | 30 | |||||||||||||||
Texas Quality Gate Guard Services, LLC (9) | 60 | 29 | |||||||||||||||
Texas Water Disposal, LLC (10) | 10 | 10 | |||||||||||||||
$ | 236 | $ | 559 | ||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(in thousands) | |||||||||||||||||
Related parties capital expenditures: | |||||||||||||||||
Tasco Tool Services, Inc. (7) | — | 64 | — | 64 | |||||||||||||
Forbes Ranch (11) | — | — | — | 25 | |||||||||||||
$ | — | $ | 64 | $ | — | $ | 89 | ||||||||||
Related parties revenue activity: | |||||||||||||||||
Alice Environmental(3) | — | 3 | 1 | 3 | |||||||||||||
Dorsal Services, Inc. (4) | — | — | 1 | 17 | |||||||||||||
Tasco Tool Services, Inc. (7) | — | — | 1 | 22 | |||||||||||||
Wolverine Construction, Inc. (5) | 1 | — | 309 | — | |||||||||||||
Testco Well Services, LLC (12) | — | 18 | — | 36 | |||||||||||||
Texas Water Disposal LLC (10) | 2 | — | 59 | — | |||||||||||||
$ | 3 | $ | 21 | $ | 371 | $ | 78 | ||||||||||
Related parties expense activity: | |||||||||||||||||
Alice Environmental (3) | $ | 672 | $ | 535 | $ | 1,638 | $ | 1,454 | |||||||||
CJ Petroleum Service LLC (14) | 4 | — | 4 | — | |||||||||||||
Dorsal Services, Inc. (4) | 162 | 159 | 468 | 181 | |||||||||||||
Tasco Tool Services, Inc. (7) | 44 | 22 | 182 | 48 | |||||||||||||
FCJ Management, LLC (13) | 9 | 9 | 27 | 27 | |||||||||||||
JITSU Services, LLC (8) | 91 | — | 243 | 203 | |||||||||||||
Texas Quality Gate Guard Services, LLC (9) | 146 | 97 | 146 | 334 | |||||||||||||
Animas Holdings, LLC (6) | 74 | 263 | 277 | 611 | |||||||||||||
Testco Well Services, LLC (12) | — | 9 | — | 11 | |||||||||||||
Texas Water Disposal LLC (10) | — | — | 3 | — | |||||||||||||
$ | 1,202 | $ | 1,094 | $ | 2,988 | $ | 2,869 | ||||||||||
(1)The Company has a deposit relationship with Texas Champion Bank. Travis Burris, one of the directors of FES Ltd., is also the President, Chief Executive Officer, and director of Texas Champion Bank. Mr. Crisp, our President and Chief Executive Officer and one of our directors, serves on the board of directors of Texas Champion Bank. | |||||||||||||||||
(2)Mr. Crisp and Mr. Forbes, our Executive Vice President and Chief Operating Officer and one of our directors are shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. | |||||||||||||||||
(3)Messrs. John E. Crisp and Charles C. Forbes, Jr., are also owners and managers of Alice Environmental Holdings, LLC, and indirect owners and managers of Alice Environmental Services, LP. These two companies are collectively referred to as Alice Environmental. The Company leases or rents land and buildings, aircraft, and other equipment from Alice Environmental. | |||||||||||||||||
(4)Dorsal Services, Inc. provides trucking services to the Company. Mr. Crisp, is a partial owner of Dorsal Services, Inc. | |||||||||||||||||
(5)Wolverine Construction, Inc. is an entity that is owned by two sons of Mr. Crisp. Wolverine rents equipment from the Company. | |||||||||||||||||
(6)Animas Holdings, LLC or Animas, is a property and disposal company that is owned by the two sons of Mr. Crisp and three children of Mr. Forbes and Ms. Forbes, who served as one of our directors until June 11, 2014. The Company pays Animas for waste water disposal and lease facilities. | |||||||||||||||||
(7)Tasco Tool Services, Inc. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, along with Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. Tasco rents and sells tools to the Company from time to time. | |||||||||||||||||
(8)JITSU Services, LLC or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp. The Company currently leases ten vacuum trucks from JITSU. | |||||||||||||||||
(9)Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. | |||||||||||||||||
(10) Texas Water Disposal, LLC. is partially owned by a brother of Mr. Crisp. Texas Water Disposal is a company that owns a salt water disposal well that is used by the Company. | |||||||||||||||||
(11) Forbes Ranch is owned by a brother of Mr. Forbes. We purchased a truck scale from Forbes Ranch during the second quarter of 2013. | |||||||||||||||||
(12)Testco Well Services, LLC is a company that provides valve and gathering system testing services to the Company. Messrs. Crisp and Forbes, along with a son of Mr. Crisp were partial owners of Testco. In August 2013, Testco Well Services, LLC was sold to an unrelated party and is no longer a related party. | |||||||||||||||||
(13) FCJ Management, LLC or FCJ, is an entity that leases land and facilities to the Company and is owned by Messrs. Crisp, and Forbes and Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. | |||||||||||||||||
(14) CJ Petroleum Service LLC, or CJ Petroleum, is a company that owns salt water disposal wells and is owned by Messrs. Crisp and Forbes, a son of Mr. Crisp, another director of FES Ltd. and a son of Janet Forbes, a former director of FES LTD. The Company pays CJ Petroleum to use it's disposal wells. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
Nine months ended September 30, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Cash paid for | |||||||||
Interest | $ | 13,360 | $ | 13,684 | |||||
Income tax | 70 | 65 | |||||||
Supplemental schedule of non-cash investing and financing activities | |||||||||
Changes in accounts payable related to capital expenditures | 7,737 | 5,194 | |||||||
Capital leases on equipment | 1,320 | 1,569 | |||||||
Preferred stock dividends and accretion costs | 31 | 31 | |||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Computation of Basic and Diluted Earnings (Loss) Per Share | ' | |||||||||||||||
The following table sets forth the computation of basic and diluted loss per share: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Basic and diluted: | ||||||||||||||||
Net loss | $ | (1,543 | ) | $ | (5,711 | ) | $ | (4,330 | ) | $ | (9,212 | ) | ||||
Preferred stock dividends and accretion | (194 | ) | (194 | ) | (582 | ) | (582 | ) | ||||||||
Net loss attributable to common shareholders | $ | (1,737 | ) | $ | (5,905 | ) | $ | (4,912 | ) | $ | (9,794 | ) | ||||
Weighted-average common shares | 21,799 | 21,438 | 21,718 | 21,410 | ||||||||||||
Basic and diluted net loss per share | $ | (0.08 | ) | $ | (0.28 | ) | $ | (0.23 | ) | $ | (0.46 | ) |
Business_Segment_Information_T
Business Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Financial Information with Respect to Reportable Segments | ' | |||||||||||||||||||||||
The following tables set forth certain financial information with respect to the Company’s reportable segments for the three and nine months ended September 30, 2014 and 2013: | ||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
Well Servicing | Fluid Logistics | Consolidated | Well Servicing | Fluid Logistics | Consolidated | |||||||||||||||||||
2014 | (in thousands) | (in thousands) | ||||||||||||||||||||||
Revenues | $ | 73,940 | $ | 40,526 | $ | 114,466 | $ | 213,389 | $ | 124,163 | $ | 337,552 | ||||||||||||
Direct operating costs | 53,795 | 33,016 | 86,811 | 160,244 | 94,959 | 255,203 | ||||||||||||||||||
Segment profits | $ | 20,145 | $ | 7,510 | $ | 27,655 | $ | 53,145 | $ | 29,204 | $ | 82,349 | ||||||||||||
Depreciation and amortization | $ | 6,127 | $ | 7,683 | $ | 13,810 | $ | 18,082 | $ | 22,534 | $ | 40,616 | ||||||||||||
Capital expenditures | 5,263 | 4,801 | 10,064 | 14,177 | 13,781 | 27,958 | ||||||||||||||||||
Total assets | 629,575 | 486,384 | 1,115,959 | 629,575 | 486,384 | 1,115,959 | ||||||||||||||||||
Long lived assets | 192,121 | 135,210 | 327,331 | 192,121 | 135,210 | 327,331 | ||||||||||||||||||
2013 | ||||||||||||||||||||||||
Revenues | $ | 62,079 | $ | 42,775 | $ | 104,854 | $ | 166,876 | $ | 143,398 | $ | 310,274 | ||||||||||||
Direct operating costs | 50,073 | 34,973 | 85,046 | 132,915 | 106,851 | 239,766 | ||||||||||||||||||
Segment profits | $ | 12,006 | $ | 7,802 | $ | 19,808 | $ | 33,961 | $ | 36,547 | $ | 70,508 | ||||||||||||
Depreciation and amortization | $ | 5,785 | $ | 7,591 | $ | 13,376 | $ | 17,243 | $ | 22,330 | $ | 39,573 | ||||||||||||
Capital expenditures | 11,196 | 7,457 | 18,653 | 19,046 | 19,857 | 38,903 | ||||||||||||||||||
Total assets | 567,593 | 478,105 | 1,045,698 | 567,593 | 478,105 | 1,045,698 | ||||||||||||||||||
Long lived assets | 201,341 | 147,427 | 348,768 | 201,341 | 147,427 | 348,768 | ||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Reconciliation of the Forbes Group Operating Income As Reported: | (in thousands) | (in thousands) | ||||||||||||||||||||||
Segment profits | $ | 27,655 | $ | 19,808 | $ | 82,349 | $ | 70,508 | ||||||||||||||||
General and administrative expense | 8,943 | 7,955 | 26,514 | 22,906 | ||||||||||||||||||||
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ||||||||||||||||||||
Operating income | 4,902 | (1,523 | ) | 15,219 | 8,029 | |||||||||||||||||||
Other income and expenses, net | (7,014 | ) | (7,090 | ) | (21,208 | ) | (21,102 | ) | ||||||||||||||||
Loss from continuing operations before income taxes | $ | (2,112 | ) | $ | (8,613 | ) | $ | (5,989 | ) | $ | (13,073 | ) | ||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Reconciliation of the Forbes Group Assets As Reported: | (in thousands) | |||||||||||||||||||||||
Total reportable segments | $ | 1,115,959 | $ | 1,068,042 | ||||||||||||||||||||
Elimination of internal transactions | (1,731,097 | ) | (1,640,530 | ) | ||||||||||||||||||||
Parent | 1,108,581 | 1,073,046 | ||||||||||||||||||||||
Total assets | $ | 493,443 | $ | 500,558 | ||||||||||||||||||||
Intangible_Assets_Intangible_A
Intangible Assets (Intangible Assets by Major Asset Class) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Intangible Assets | ' | ' |
Gross Carrying Value | $42,321 | $42,321 |
Accumulated Amortization | -19,313 | -17,167 |
Net Book Value | 23,008 | 25,154 |
Customer relationships | ' | ' |
Intangible Assets | ' | ' |
Useful Life (years) | '15 years | ' |
Gross Carrying Value | 31,896 | 31,896 |
Accumulated Amortization | -14,353 | -12,758 |
Net Book Value | 17,543 | 19,138 |
Trade names | ' | ' |
Intangible Assets | ' | ' |
Useful Life (years) | '15 years | ' |
Gross Carrying Value | 8,050 | 8,050 |
Accumulated Amortization | -3,622 | -3,220 |
Net Book Value | 4,428 | 4,830 |
Safety training program | ' | ' |
Intangible Assets | ' | ' |
Useful Life (years) | '15 years | ' |
Gross Carrying Value | 1,182 | 1,182 |
Accumulated Amortization | -532 | -473 |
Net Book Value | 650 | 709 |
Dispatch software | ' | ' |
Intangible Assets | ' | ' |
Useful Life (years) | '10 years | ' |
Gross Carrying Value | 1,135 | 1,135 |
Accumulated Amortization | -766 | -681 |
Net Book Value | 369 | 454 |
Other | ' | ' |
Intangible Assets | ' | ' |
Useful Life (years) | '10 years | ' |
Gross Carrying Value | 58 | 58 |
Accumulated Amortization | -40 | -35 |
Net Book Value | $18 | $23 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expenses | $0.70 | $0.70 | $2.10 | $1.40 |
Estimated amortization expenses for intangible assets year 1 | 2.9 | ' | 2.9 | ' |
Estimated amortization expenses for intangible assets year 2 | 2.9 | ' | 2.9 | ' |
Estimated amortization expenses for intangible assets year 3 | 2.9 | ' | 2.9 | ' |
Estimated amortization expenses for intangible assets year 4 | 2.9 | ' | 2.9 | ' |
Estimated amortization expenses for intangible assets year 5 | $2.70 | ' | $2.70 | ' |
Weighted average amortization period remaining for intangible assets | ' | ' | '8 years 0 months | ' |
ShareBased_Compensation_Stock_
Share-Based Compensation (Stock Options) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Options outstanding, shares, beginning balance (in shares) | 1,400,425 |
Granted (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | -251,800 |
Options outstanding, shares, ending balance (in shares) | 1,148,625 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Options outstanding, weighted average exercise price, beginning balance (in usd per share) | $6.99 |
Forfeited, weighted average exercise price (in usd per share) | $2.65 |
Options outstanding, weighted average exercise price, ending balance (in usd per share) | $7.94 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' |
Options outstanding, weighted average remaining contractual term | '5 years 8 months 8 days |
Options outstanding, aggregate intrinsic value | $319,069 |
Exercisable, shares | 1,148,625 |
Exercisable, weighted average exercise price (in usd per share) | $7.94 |
Exercisable, weighted average remaining contractual term | '5 years 8 months 8 days |
Exercisable, aggregate intrinsic value | $319,069 |
ShareBased_Compensation_Nonves
Share-Based Compensation (Nonvested Stock Options) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Shares | ' |
Beginning balance (in shares) | 186,150 |
Granted (in shares) | 0 |
Vested (in shares) | -186,150 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 0 |
Weighted- Average Grant-Date Fair Value | ' |
Beginning balance | $9.16 |
Ending balance | $0 |
ShareBased_Compensation_Restri
Share-Based Compensation (Restricted Stock Units) (Details) (Restricted Stock Units, USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Restricted Stock Units | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Outstanding, shares, beginning balance (in shares) | 674,789 |
Granted (in shares) | 461,527 |
Vested (in shares) | -493,421 |
Foreited (in shares) | 0 |
Nonvested, shares, ending balance (in shares) | 642,895 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Outstanding, weighted average exercise price, beginning balance (in usd per share) | $3.49 |
Granted, weighed average exercise price (in usd per share) | $3.85 |
Vested, weighed average exercise price (in usd per share) | $3.86 |
Forfeited, weighed average exercise price (in usd per share) | ' |
Nonvested, weighted average exercise price, ending balance (in usd per share) | $3.46 |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | $2,812,000 | $2,822,000 |
Payment of tax withholding obligations related to restricted stock | ' | ' | 467,000 | 143,000 |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 300,000 | 600,000 | 1,200,000 | 1,600,000 |
Capitalized share-based compensation expense | 0 | 0 | 0 | 0 |
Unrecognized stock-based compensation costs, stock options | 0 | ' | 0 | ' |
Restricted Stock Units | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 500,000 | 600,000 | 1,600,000 | 1,300,000 |
Payment of tax withholding obligations related to restricted stock | ' | ' | 500,000 | ' |
Unrecognized stock-based compensation costs, awards other than options | $1,800,000 | ' | $1,800,000 | ' |
Unrecognized stock-based compensation costs, period for recognition | ' | ' | '2 years 3 months 13 days | ' |
2012 Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Shares available for future grants (in shares) | 1,136,819 | ' | 1,136,819 | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | $599,615,000 | ' | $599,615,000 | ' | $579,249,000 |
Accumulated depreciation | -271,413,000 | ' | -271,413,000 | ' | -237,380,000 |
Property and equipment, net | 328,202,000 | ' | 328,202,000 | ' | 341,869,000 |
Depreciation expense | 13,100,000 | 12,700,000 | 38,500,000 | 37,400,000 | ' |
Well servicing equipment | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 416,972,000 | ' | 416,972,000 | ' | 417,124,000 |
Well servicing equipment | Maximum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '15 years | ' | ' |
Well servicing equipment | Minimum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '3 years | ' | ' |
Autos and trucks | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 122,599,000 | ' | 122,599,000 | ' | 103,443,000 |
Autos and trucks | Maximum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '10 years | ' | ' |
Autos and trucks | Minimum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '5 years | ' | ' |
Disposal wells | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 38,141,000 | ' | 38,141,000 | ' | 37,867,000 |
Disposal wells | Maximum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '15 years | ' | ' |
Disposal wells | Minimum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '5 years | ' | ' |
Building and improvements | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 14,431,000 | ' | 14,431,000 | ' | 13,544,000 |
Building and improvements | Maximum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '30 years | ' | ' |
Building and improvements | Minimum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '5 years | ' | ' |
Furniture and fixtures | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | 6,020,000 | ' | 6,020,000 | ' | 5,395,000 |
Furniture and fixtures | Maximum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '15 years | ' | ' |
Furniture and fixtures | Minimum | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, estimated life | ' | ' | '3 years | ' | ' |
Land | ' | ' | ' | ' | ' |
Summary of Property and equipment | ' | ' | ' | ' | ' |
Property and equipment, gross | $1,452,000 | ' | $1,452,000 | ' | $1,876,000 |
LongTerm_Debt_LongTerm_Debt_De
Long-Term Debt (Long-Term Debt) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instruments [Abstract] | ' | ' |
Long-term debt and capital lease obligations | $292,672 | $299,640 |
Less: Current portion | -5,639 | -9,374 |
Long-term debt and capital lease obligations, noncurrent | 287,033 | 290,266 |
Senior notes | 9% Senior Notes | ' | ' |
Debt Instruments [Abstract] | ' | ' |
Long-term debt and capital lease obligations | 280,000 | 280,000 |
Third party equipment notes and capital leases | ' | ' |
Debt Instruments [Abstract] | ' | ' |
Long-term debt and capital lease obligations | 12,672 | 15,109 |
Insurance notes | ' | ' |
Debt Instruments [Abstract] | ' | ' |
Long-term debt and capital lease obligations | $0 | $4,531 |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jun. 07, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 15, 2013 |
Senior notes | Senior notes | Senior notes | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Third party equipment notes and capital leases | Insurance notes | Insurance notes | Insurance notes | |||
9% Senior Notes | 9% Senior Notes | 9% Senior Notes | Minimum | Maximum | |||||||||||
installments | installments | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | $280,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,900,000 |
Debt instrument, maturity date | ' | ' | 15-Jun-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, stated interest rate | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.90% |
Non-Guarantor subsidiaries ownership percentage | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount for debt repurchase post change in control | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount, plus accrued and unpaid interest, following certain asset sales | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt and capital lease obligations | 292,672,000 | 299,640,000 | 280,000,000 | 280,000,000 | ' | 12,672,000 | ' | 12,672,000 | ' | 15,109,000 | ' | ' | 0 | 4,531,000 | ' |
Debt instrument, number of installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42 | 60 | ' | ' | ' |
Debt instrument, effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.20% | 8.40% | ' | ' | ' |
Debt instrument, principal payments made | ' | ' | ' | ' | ' | 1,300,000 | 1,400,000 | 3,800,000 | 4,300,000 | ' | ' | ' | ' | ' | ' |
Insurance notes outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $4,500,000 | ' |
LongTerm_Debt_Revolving_Credit
Long-Term Debt (Revolving Credit Facility) (Narrative) (Details) (USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 09, 2011 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | ||
Minimum | Maximum | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | LIBOR [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Overnight Federal Funds Rate [Member] | Overnight Federal Funds Rate [Member] | One Month LIBOR [Member] | One Month LIBOR [Member] | |||||
Minimum | Minimum | Maximum | Maximum | Minimum | Minimum | Maximum | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capcity | ' | $90,000,000 | ' | $75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
18% of our consolidated tangible net assets | ' | 83,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base percentage eligible accounts | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base percentage of the appraised Value | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net book value of such equipment | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, borrowing availability | ' | 77,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | 5,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, description of variable rate basis | ' | ' | ' | ' | ' | ' | 'LIBOR | 'LIBOR | ' | ' | ' | ' | 'prime rate | 'prime rate | ' | ' | ' | ' | 'overnight federal funds rate | 'overnight federal funds rate | 'LIBOR rate for a one month period | 'LIBOR rate for a one month period |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.25% | 2.50% | 2.75% | ' | ' | 1.00% | 1.25% | 1.50% | 1.75% | 0.50% | 0.50% | 1.00% | 1.00% |
Line of credit facility, unused capacity, commitment fee percentage | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, letter of credit, pincipal borrowing fees Percentage | ' | ' | ' | ' | 2.25% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated fixed charge coverage ratio | ' | 110.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Customary covenants for asset based credit facility | ' | ' | $11,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of maximum credit under the facility | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (Senior notes, 9% Senior Notes, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of the carrying amounts and estimated fair values of financial instruments | ' | ' |
Debt instrument, stated interest rate | 9.00% | ' |
Carrying Amount | ' | ' |
Summary of the carrying amounts and estimated fair values of financial instruments | ' | ' |
9.0% Senior Notes | $280,000 | $280,000 |
Fair Value | ' | ' |
Summary of the carrying amounts and estimated fair values of financial instruments | ' | ' |
9.0% Senior Notes | $280,000 | $275,800 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties receivable | $343 | ' | $343 | ' | $185 | |||||
Related parties payable | 236 | ' | 236 | ' | 559 | |||||
Related parties capital purchases | 0 | 64 | 0 | 89 | ' | |||||
Related parties revenue activity | 3 | 21 | 371 | 78 | ' | |||||
Related parties purchasing activity | 1,202 | 1,094 | 2,988 | 2,869 | ' | |||||
Texas Champion Bank | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties cash balances | 998 | [1] | ' | 998 | [1] | ' | 698 | [1] | ||
Brush Country Bank | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties cash balances | 445 | [2] | ' | 445 | [2] | ' | 469 | [2] | ||
AES | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties receivable | 0 | [3] | ' | 0 | [3] | ' | 1 | [3] | ||
Related parties payable | 77 | [3] | ' | 77 | [3] | ' | 218 | [3] | ||
Related parties revenue activity | 0 | [3] | 3 | [3] | 1 | [3] | 3 | [3] | ' | |
Related parties purchasing activity | 672 | [3] | 535 | [3] | 1,638 | [3] | 1,454 | [3] | ' | |
CJ Petroleum Service [Member] | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties purchasing activity | 4 | [4] | 0 | [4] | 4 | [4] | 0 | [4] | ' | |
Dorsal Services | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties receivable | 61 | [5] | ' | 61 | [5] | ' | 61 | [5] | ||
Related parties payable | 72 | [5] | ' | 72 | [5] | ' | 256 | [5] | ||
Related parties revenue activity | 0 | [5] | 0 | [5] | 1 | [5] | 17 | [5] | ' | |
Related parties purchasing activity | 162 | [5] | 159 | [5] | 468 | [5] | 181 | [5] | ' | |
Wolverine Construction | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties receivable | 282 | [6] | ' | 282 | [6] | ' | 123 | [6] | ||
Related parties revenue activity | 1 | [6] | 0 | [6] | 309 | [6] | 0 | [6] | ' | |
Animas Holdings, LLC | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties payable | 2 | [7] | ' | 2 | [7] | ' | 0 | [7] | ||
Related parties purchasing activity | 74 | [7] | 263 | [7] | 277 | [7] | 611 | [7] | ' | |
Tasco Tool Services | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties payable | 15 | [8] | ' | 15 | [8] | ' | 16 | [8] | ||
Related parties capital purchases | 0 | [8] | 64 | [8] | 0 | [8] | 64 | [8] | ' | |
Related parties revenue activity | 0 | [8] | 0 | [8] | 1 | [8] | 22 | [8] | ' | |
Related parties purchasing activity | 44 | [8] | 22 | [8] | 182 | [8] | 48 | [8] | ' | |
JITSU Services | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties payable | 0 | [9] | ' | 0 | [9] | ' | 30 | [9] | ||
Related parties purchasing activity | 91 | [9] | 0 | [9] | 243 | [9] | 203 | [9] | ' | |
Texas Quality Gate Guard Services | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties payable | 60 | [10] | ' | 60 | [10] | ' | 29 | [10] | ||
Related parties purchasing activity | 146 | [10] | 97 | [10] | 146 | [10] | 334 | [10] | ' | |
Forbes Ranch | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties capital purchases | 0 | [11] | 0 | [11] | 0 | [11] | 25 | [11] | ' | |
Texas Water Disposal | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties payable | 10 | [12] | ' | 10 | [12] | ' | 10 | [12] | ||
Related parties revenue activity | 2 | [12] | 0 | [12] | 59 | [12] | 0 | [12] | ' | |
Related parties purchasing activity | 0 | [12] | 0 | [12] | 3 | [12] | 0 | [12] | ' | |
Testco Well Services, LLC | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties revenue activity | 0 | [13] | 18 | [13] | 0 | [13] | 36 | [13] | ' | |
Related parties purchasing activity | 0 | [13] | 9 | [13] | 0 | [13] | 11 | [13] | ' | |
FCJ | ' | ' | ' | ' | ' | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | |||||
Related parties purchasing activity | $9 | [14] | $9 | [14] | $27 | [14] | $27 | [14] | ' | |
[1] | The Company has a deposit relationship with Texas Champion Bank. Travis Burris, one of the directors of FES Ltd., is also the President, Chief Executive Officer, and director of Texas Champion Bank. Mr. Crisp, our President and Chief Executive Officer and one of our directors, serves on the board of directors of Texas Champion Bank. | |||||||||
[2] | Mr. Crisp and Mr. Forbes, our Executive Vice President and Chief Operating Officer and one of our directors are shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. | |||||||||
[3] | Messrs. John E. Crisp and Charles C. Forbes, Jr., are also owners and managers of Alice Environmental Holdings, LLC, and indirect owners and managers of Alice Environmental Services, LP. These two companies are collectively referred to as Alice Environmental. The Company leases or rents land and buildings, aircraft, and other equipment from Alice Environmental. | |||||||||
[4] | CJ Petroleum Service LLC, or CJ Petroleum, is a company that owns salt water disposal wells and is owned by Messrs. Crisp and Forbes, a son of Mr. Crisp, another director of FES Ltd. and a son of Janet Forbes, a former director of FES LTD. The Company pays CJ Petroleum to use it's disposal wells. | |||||||||
[5] | Dorsal Services, Inc. provides trucking services to the Company. Mr. Crisp, is a partial owner of Dorsal Services, Inc. | |||||||||
[6] | Wolverine Construction, Inc. is an entity that is owned by two sons of Mr. Crisp. Wolverine rents equipment from the Company. | |||||||||
[7] | Animas Holdings, LLC or Animas, is a property and disposal company that is owned by the two sons of Mr. Crisp and three children of Mr. Forbes and Ms. Forbes, who served as one of our directors until June 11, 2014. The Company pays Animas for waste water disposal and lease facilities. | |||||||||
[8] | Tasco Tool Services, Inc. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, along with Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. Tasco rents and sells tools to the Company from time to time. | |||||||||
[9] | JITSU Services, LLC or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp. The Company currently leases ten vacuum trucks from JITSU. | |||||||||
[10] | Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. | |||||||||
[11] | Forbes Ranch is owned by a brother of Mr. Forbes. We purchased a truck scale from Forbes Ranch during the second quarter of 2013. | |||||||||
[12] | Texas Water Disposal, LLC. is partially owned by a brother of Mr. Crisp. Texas Water Disposal is a company that owns a salt water disposal well that is used by the Company. | |||||||||
[13] | Testco Well Services, LLC is a company that provides valve and gathering system testing services to the Company. Messrs. Crisp and Forbes, along with a son of Mr. Crisp were partial owners of Testco. In August 2013, Testco Well Services, LLC was sold to an unrelated party and is no longer a related party. | |||||||||
[14] | FCJ Management, LLC or FCJ, is an entity that leases land and facilities to the Company and is owned by Messrs. Crisp, and Forbes and Robert Jenkins, a manager of one of the subsidiaries of FES Ltd. |
Commitments_and_Contingencies_
Commitments and Contingencies (Narrative) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Auto Liability and General Liability Insurances | Auto Liability and General Liability Insurances | Employee Group Medical Plan | Employee Group Medical Plan | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | Customer concentration risk | ||
Consolidated revenues | Consolidated revenues | Consolidated revenues | Consolidated revenues | Consolidated revenues | Consolidated revenues | Accounts receivable | Accounts receivable | Accounts receivable | ||||||
Largest customer | Largest customer | Ten largest customers | Ten largest customers | Five largest customers | Five largest customers | Largest customer | Ten largest customers | Five largest customers | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FDIC insurance coverage per depositor | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | 17.80% | 11.90% | 57.90% | 38.20% | 42.00% | 27.40% | 15.20% | 56.70% | 40.50% |
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self insurance basic coverage | ' | 500,000 | 1,000,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Self insurance reserve | ' | ' | ' | $6,000,000 | $4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash paid for | ' | ' |
Interest | $13,360 | $13,684 |
Income tax | 70 | 65 |
Supplemental schedule of non-cash investing and financing activities | ' | ' |
Changes in accounts payable related to capital expenditures | 7,737 | 5,194 |
Capital leases on equipment | 1,320 | 1,569 |
Preferred stock dividends and accretion costs | $31 | $31 |
Earnings_per_Share_Antidilutiv
Earnings per Share (Antidilutive Securities) (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Stock Options | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive securities excluded from computation of earnings per share | 1,148,625 |
Restricted Stock | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive securities excluded from computation of earnings per share | 642,895 |
Common stock equivalents underlying the Series B Preferred Stock outstanding | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Antidilutive securities excluded from computation of earnings per share | 5,292,531 |
Earnings_per_Share_Computation
Earnings per Share (Computation of Basic and Diluted Earnings (Loss) per Share) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Weighted Average Number of Shares Outstanding, Basic and Diluted[Abstract] | ' | ' | ' | ' |
Net loss | ($1,543) | ($5,711) | ($4,330) | ($9,212) |
Preferred stock dividends and accretion | -194 | -194 | -582 | -582 |
Net loss attributable to common shareholders | ($1,737) | ($5,905) | ($4,912) | ($9,794) |
Weighted-average common shares | 21,799 | 21,438 | 21,718 | 21,410 |
Basic and diluted net loss per share | ($0.08) | ($0.28) | ($0.23) | ($0.46) |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Effective income tax rate, continuing operations | 27.70% | 31.80% |
Pre-tax loss | $6 | ' |
Federal statutory income tax rate | 35.00% | ' |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
segment | |||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 2 | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Operating income (loss) | $4,902 | ($1,523) | $15,219 | $8,029 | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Total assets | 493,443 | ' | 493,443 | ' | 500,558 |
Reconciliation of the Forbes Group Operating Income As Reported: | ' | ' | ' | ' | ' |
Segment profits | 4,902 | -1,523 | 15,219 | 8,029 | ' |
General and administrative expense | 8,943 | 7,955 | 26,514 | 22,906 | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Other income and expenses, net | -7,014 | -7,090 | -21,208 | -21,102 | ' |
Loss from continuing operations before taxes | -2,112 | -8,613 | -5,989 | -13,073 | ' |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | 493,443 | ' | 493,443 | ' | 500,558 |
Reportable segments | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Revenues | 114,466 | 104,854 | 337,552 | 310,274 | ' |
Direct operating costs | 86,811 | 85,046 | 255,203 | 239,766 | ' |
Operating income (loss) | 27,655 | 19,808 | 82,349 | 70,508 | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Capital expenditures | 10,064 | 18,653 | 27,958 | 38,903 | ' |
Total assets | 1,115,959 | 1,045,698 | 1,115,959 | 1,045,698 | 1,068,042 |
Long lived assets | 327,331 | 348,768 | 327,331 | 348,768 | ' |
Reconciliation of the Forbes Group Operating Income As Reported: | ' | ' | ' | ' | ' |
Segment profits | 27,655 | 19,808 | 82,349 | 70,508 | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | 1,115,959 | 1,045,698 | 1,115,959 | 1,045,698 | 1,068,042 |
Reportable segments | Well Servicing | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Revenues | 73,940 | 62,079 | 213,389 | 166,876 | ' |
Direct operating costs | 53,795 | 50,073 | 160,244 | 132,915 | ' |
Operating income (loss) | 20,145 | 12,006 | 53,145 | 33,961 | ' |
Depreciation and amortization | 6,127 | 5,785 | 18,082 | 17,243 | ' |
Capital expenditures | 5,263 | 11,196 | 14,177 | 19,046 | ' |
Total assets | 629,575 | 567,593 | 629,575 | 567,593 | ' |
Long lived assets | 192,121 | 201,341 | 192,121 | 201,341 | ' |
Reconciliation of the Forbes Group Operating Income As Reported: | ' | ' | ' | ' | ' |
Segment profits | 20,145 | 12,006 | 53,145 | 33,961 | ' |
Depreciation and amortization | 6,127 | 5,785 | 18,082 | 17,243 | ' |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | 629,575 | 567,593 | 629,575 | 567,593 | ' |
Reportable segments | Fluid Logistics | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Revenues | 40,526 | 42,775 | 124,163 | 143,398 | ' |
Direct operating costs | 33,016 | 34,973 | 94,959 | 106,851 | ' |
Operating income (loss) | 7,510 | 7,802 | 29,204 | 36,547 | ' |
Depreciation and amortization | 7,683 | 7,591 | 22,534 | 22,330 | ' |
Capital expenditures | 4,801 | 7,457 | 13,781 | 19,857 | ' |
Total assets | 486,384 | 478,105 | 486,384 | 478,105 | ' |
Long lived assets | 135,210 | 147,427 | 135,210 | 147,427 | ' |
Reconciliation of the Forbes Group Operating Income As Reported: | ' | ' | ' | ' | ' |
Segment profits | 7,510 | 7,802 | 29,204 | 36,547 | ' |
Depreciation and amortization | 7,683 | 7,591 | 22,534 | 22,330 | ' |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | 486,384 | 478,105 | 486,384 | 478,105 | ' |
Segment reconciling items | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Reconciliation of the Forbes Group Operating Income As Reported: | ' | ' | ' | ' | ' |
General and administrative expense | 8,943 | 7,955 | 26,514 | 22,906 | ' |
Depreciation and amortization | 13,810 | 13,376 | 40,616 | 39,573 | ' |
Elimination of internal transactions | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Total assets | -1,731,097 | ' | -1,731,097 | ' | -1,640,530 |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | -1,731,097 | ' | -1,731,097 | ' | -1,640,530 |
Parent | ' | ' | ' | ' | ' |
Segment Reporting Information, Operating Income (Loss) [Abstract] | ' | ' | ' | ' | ' |
Total assets | 1,108,581 | ' | 1,108,581 | ' | 1,073,046 |
Reconciliation of the Forbes Group Assets As Reported: | ' | ' | ' | ' | ' |
Assets | $1,108,581 | ' | $1,108,581 | ' | $1,073,046 |
Equity_Securities_Narrative_De
Equity Securities (Narrative) (Details) | 9 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | 28-May-10 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 28-May-10 | |
USD ($) | USD ($) | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | 825,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in usd per share) | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' |
Number of shares issued in private placement | ' | ' | 580,800 | ' | ' | ' | ' | ' | ' |
Private placement price per share (in cad per share) | ' | ' | ' | ' | ' | ' | ' | ' | 26.37 |
Private placement, aggregate purchase price | ' | ' | $14,500,000 | ' | ' | ' | ' | ' | ' |
Exchange rate between USD and CAD | ' | ' | 1.0547 | ' | ' | ' | ' | ' | ' |
Private placement, net proceeds | ' | ' | 13,800,000 | ' | ' | ' | ' | ' | ' |
Closing fee | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' |
Legal fees and other costs | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' |
Redemption amount if Series B preferred stock is redeemed | ' | ' | ' | 14,600,000 | ' | 14,600,000 | ' | 14,600,000 | ' |
Preferred stock dividend rate, percentage | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' |
Preferred stock dividends and accretion costs | $31,000 | $31,000 | ' | $200,000 | $0 | $600,000 | $0 | ' | ' |