Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Forbes Energy Services Ltd. | |
Entity Central Index Key | 1,434,842 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 22,210,355 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 85,482 | $ 34,918 |
Accounts receivable - trade, net | 36,075 | 83,644 |
Accounts receivable - related parties | 40 | 342 |
Accounts receivable - other | 771 | 455 |
Prepaid expenses and other | 4,832 | 10,537 |
Total current assets | 127,200 | 129,896 |
Property and equipment, net | 289,338 | 322,663 |
Intangible assets, net | 20,147 | 22,292 |
Deferred financing costs, net of accumulated amortization of $6.6 million and $5.5 million as of September 30, 2015 and December 31, 2014, respectively | 3,959 | 5,053 |
Restricted cash | 452 | 1,381 |
Other assets | 1,531 | 2,328 |
Total assets | 442,627 | 483,613 |
Current liabilities | ||
Current portions of long-term debt | 19,225 | 11,204 |
Accounts payable - trade | 11,068 | 19,119 |
Accounts payable - related parties | 106 | 186 |
Accrued dividends | 61 | 61 |
Accrued interest payable | 7,596 | 1,364 |
Accrued expenses | 12,791 | 18,848 |
Total current liabilities | 50,847 | 50,782 |
Long-term debt, net of current portion | 284,023 | 286,687 |
Deferred tax liability | 5,918 | 17,653 |
Total liabilities | 340,788 | 355,122 |
Commitments and contingencies (Note 10) | 0 | 0 |
Temporary equity | ||
Series B senior convertible preferred shares | 14,632 | 14,602 |
Shareholders’ equity | ||
Common stock, $.04 par value, 112,500 shares authorized, 22,157 and 21,845 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 886 | 874 |
Additional paid-in capital | 194,702 | 194,704 |
Accumulated deficit | (108,381) | (81,689) |
Total shareholders’ equity | 87,207 | 113,889 |
Total liabilities and shareholders’ equity | $ 442,627 | $ 483,613 |
(unaudited) (Parenthetical)
(unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated amortization of deferred financing costs | $ 6.6 | $ 5.5 |
Common stock, par value (in usd per share) | $ 0.04 | $ 0.04 |
Common stock, shares authorized (in shares) | 112,500,000 | 112,500,000 |
Common stock, shares issued (in shares) | 22,104,000 | 21,845,000 |
Common stock, shares outstanding (in shares) | 22,104,000 | 21,845,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Well servicing | $ 35,390 | $ 73,940 | $ 125,606 | $ 213,389 |
Fluid logistics | 20,167 | 40,526 | 77,094 | 124,163 |
Total revenues | 55,557 | 114,466 | 202,700 | 337,552 |
Expenses | ||||
Well servicing | 28,186 | 53,795 | 93,796 | 160,244 |
Fluid logistics | 17,477 | 33,016 | 59,513 | 94,959 |
General and administrative | 7,390 | 8,943 | 25,467 | 26,514 |
Depreciation and amortization | 13,722 | 13,810 | 41,644 | 40,616 |
Total expenses | 66,775 | 109,564 | 220,420 | 322,333 |
Operating income (loss) | (11,218) | 4,902 | (17,720) | 15,219 |
Other income (expense) | ||||
Interest income | 18 | 2 | 163 | 8 |
Interest expense | (7,056) | (7,016) | (20,837) | (21,216) |
Pre-tax loss | (18,256) | (2,112) | (38,394) | (5,989) |
Income tax benefit | (4,746) | (569) | (11,702) | (1,659) |
Net loss | (13,510) | (1,543) | (26,692) | (4,330) |
Preferred stock dividends | (194) | (194) | (582) | (582) |
Net loss attributable to common shareholders | $ (13,704) | $ (1,737) | $ (27,274) | $ (4,912) |
Loss per share of common stock | ||||
Basic and diluted loss per share (in usd per share) | $ (0.62) | $ (0.08) | $ (1.24) | $ (0.23) |
Weighted average number of shares outstanding | ||||
Basic and diluted (in shares) | 22,156 | 21,799 | 22,024 | 21,718 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ 113,889 | $ 14,602 | $ 874 | $ 194,704 | $ (81,689) |
Beginning balance, shares (in shares) at Dec. 31, 2014 | 588 | 21,845 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (26,692) | (26,692) | |||
Common shares issued under stock plan: | |||||
Share - based compensation | 592 | $ 12 | 580 | ||
Issuance of restricted stock, shares (in shares) | 312 | ||||
Preferred shares dividends and accretion | (582) | $ 30 | (582) | ||
Ending balance at Sep. 30, 2015 | $ 87,207 | $ 14,632 | $ 886 | $ 194,702 | $ (108,381) |
Ending balance, shares (in shares) at Sep. 30, 2015 | 588 | 22,157 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (26,692) | $ (4,330) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 41,644 | 40,616 |
Share-based compensation | 778 | 2,812 |
Deferred tax benefit | (11,735) | (2,215) |
Gain on disposal of assets, net | (777) | (747) |
Bad debt expense | 682 | 457 |
Amortization of deferred financing cost | 1,094 | 1,442 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 46,572 | (8,828) |
Accounts receivable - related party | 302 | (158) |
Prepaid expenses and other assets | 781 | 2,659 |
Accounts payable - trade | (6,574) | (9,065) |
Accounts payable - related party | (80) | (323) |
Accrued expenses | 154 | 6,255 |
Net cash provided by operating activities | 46,149 | 28,575 |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 1,562 | 3,904 |
Purchases of property and equipment | (9,168) | (18,901) |
Insurance proceeds | 1,262 | 0 |
Change in restricted cash | 929 | (1) |
Net cash used in investing activities | (5,415) | (14,998) |
Cash flows from financing activities: | ||
Payments of debt | (4,451) | (3,756) |
Payment of tax withholding obligations related to restricted stock | (168) | (467) |
Proceeds from revolving credit facility | 15,000 | 0 |
Dividends paid on Series B senior convertible preferred shares | (551) | (551) |
Net cash provided by (used in) financing activities | 9,830 | (4,774) |
Net increase in cash and cash equivalents | 50,564 | 8,803 |
Cash and cash equivalents: | ||
Beginning of period | 34,918 | 26,409 |
End of period | $ 85,482 | $ 35,212 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2015 | |
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 an additional location 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, 2015 | |
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, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Interim Financial Information The unaudited condensed consolidated financial statements of the Forbes Group 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, 2014 . 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, 2015 may not be indicative of results that will be realized for the full year ending December 31, 2015 . 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. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board, or the FASB, issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers-Deferral of the Effective Date," which defers by one year the effective date of ASU 2014-09, "Revenue from Contracts with Customers." ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance costs Associated with Line-of-Credit Arrangements" which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. ASU 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 became effective upon issuance and the Company does not anticipate that this pronouncement will have a material impact on its consolidated financial statements. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our major classes of intangible assets 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 three or nine months ended September 30, 2015 and 2014. Amortization expense is calculated using the straight-line method over the period indicated. Amortization expense for each of the three months ended September 30, 2015 and 2014 was $0.7 million and for each of the nine months ended September 30, 2015 and 2014 was $2.1 million . Estimated amortization expense for the years 2015 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 7.0 years. The following sets forth the identified intangible assets by major asset class: As of September 30, 2015 As of December 31, 2014 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 15 $ 31,896 $ (16,480 ) $ 15,416 $ 31,896 $ (14,885 ) $ 17,011 Trade names 15 8,050 (4,159 ) 3,891 8,050 (3,756 ) 4,294 Safety training program 15 1,182 (611 ) 571 1,182 (552 ) 630 Dispatch software 10 1,135 (879 ) 256 1,135 (795 ) 340 Other 10 58 (45 ) 13 58 (41 ) 17 $ 42,321 $ (22,174 ) $ 20,147 $ 42,321 $ (20,029 ) $ 22,292 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
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. After taking into account the restricted stock units granted through September 30, 2015 (as discussed in the Restricted Stock Units paragraph below), there were 666,956 shares available for future grants under the 2012 Incentive Compensation 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, 2015 : Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2014 1,148,625 $ 7.94 5.44 years $ — Granted — Exercised — Forfeited/cancelled (534,500 ) 9.26 $ — Options outstanding at September 30, 2015 614,125 $ 6.80 5.12 years $ — Vested and expected to vest at September 30, 2015 614,125 $ 6.80 5.12 years $ — Exercisable at September 30, 2015 614,125 $ 6.80 5.12 years $ — During the three and nine months ended September 30, 2015 , the Company recorded no expenses for share-based compensation expense related to stock options as all outstanding options are fully vested. During the three and nine months ended September 30, 2014 , the Company recorded total share-based compensation expense related to stock options of $0.3 million and $1.2 million , respectively. There was no share-based compensation cost capitalized for the three or nine months ended September 30, 2015 or 2014 . As of September 30, 2015 , there was no unrecognized share-based compensation cost for stock options. During the nine months ended September 30, 2015 , the Company's executive officers, and members of its board of directors canceled, and Janet Forbes forfeited, an aggregate of 534,500 stock options, which were issued in August 2011 with exercise prices of $9.32 or $9.16 . No consideration was paid to the Company's executive officers or members of its board of directors with respect to the cancellation of their stock options. Restricted Stock Units The following table presents a summary of restricted stock unit grant activity for the nine month period ended September 30, 2015 : Number of Units Grant Date Average Fair Value Per Unit Outstanding at December 31, 2014 637,495 $ 3.47 Granted 1,318,712 1.19 Vested (461,379 ) 2.50 Forfeited — Nonvested at September 30, 2015 1,494,828 $ 1.76 In the nine months ended September 30, 2015 and 2014, participants utilized a net withholding exercise method, in which restricted stock units were surrendered to cover payroll withholding tax. After giving effect to tax withholdings, the cumulative net shares issued to the participants were 311,859 and 228,600 out of 461,379 and 347,509 vested shares of restricted stock units for the nine months ended September 30, 2015 and 2014, respectively. The total pretax cash outflow, as included in withholding tax payments in our condensed consolidated statements of cash flows, for this net withholding exercise for the nine months ended September 30, 2015 and 2014 was $0.2 million and $0.5 million , respectively. Share-based compensation expense for the restricted stock units granted for the three months ended September 30, 2015 and September 30, 2014 was $0.1 million and $0.5 million , respectively. Share-based compensation expense for the restricted stock units granted for the nine months ended September 30, 2015 and September 30, 2014 was $0.8 million and $1.6 million , respectively. The remaining share-based compensation expense of $1.2 million related to restricted stock units granted will be recognized over a weighted-average period of 2.09 years. The following table summarizes the Company's share-based compensation expense for equity awards and liability awards (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Awards classified as equity: Restricted stock unit expense $ 360 $ 349 $ 760 $ 1,091 Stock option expense — 290 — 1,192 Awards classified as liability: Restricted stock unit expense (211 ) 193 18 529 Total share-based compensation expense $ 149 $ 832 $ 778 $ 2,812 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: Estimated Life in Years September 30, December 31, (in thousands) Well servicing equipment 3-15 years $ 413,312 $ 417,561 Autos and trucks 5-10 years 126,660 124,338 Disposal wells 5-15 years 38,789 38,167 Building and improvements 5-30 years 14,107 14,423 Furniture and fixtures 3-15 years 6,542 6,157 Land 1,524 1,452 600,934 602,098 Accumulated depreciation (311,596 ) (279,435 ) $ 289,338 $ 322,663 Depreciation expense was $13.0 million and $39.5 million for the three and nine months ended September 30, 2015 , respectively, and $13.1 million and $38.5 million for the three and nine months ended September 30, 2014 , respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, (in thousands) 9% Senior Notes $ 280,000 $ 280,000 Revolving credit facility 15,000 — Third party equipment notes and capital leases 8,248 12,170 Insurance notes — 5,721 303,248 297,891 Less: Current portion (19,225 ) (11,204 ) $ 284,023 $ 286,687 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. 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”) 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 which include: (i) the transfer, sale or other disposition (by merger or otherwise) of all or substantially all of the assets of the applicable Guarantor, or all of its capital stock; (ii) the proper designation of a Guarantor as an "Unrestricted Subsidiary"; (iii) the legal defeasance or satisfaction and discharge of the Indenture; and (iv) as may be provided in any intercreditor agreement entered into in connection with any current and future credit facilities, in each such case specified in clauses (i) through (iii) above in accordance with the requirements therefor set forth in the indenture governing the 9% Senior Notes (the "9% Senior Indenture"). 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 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 Notes at September 30, 2015 . Revolving Credit Facility On September 9, 2011, FES Ltd. and its current domestic subsidiaries entered into a loan and security agreement with certain 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. The loan and security agreement, as amended, provides for an asset based revolving credit facility with a maximum borrowing credit of $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 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, 2015 , 18% of our Consolidated Tangible Assets was approximately $75.3 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, 2015 , the borrowing base was $90.0 million and borrowing availability was $52.7 million . As amended, the loan and security agreement has a stated maturity of July 26, 2018. In June 2015, the Company, for the first time since the July 2013 amendment, drew down $15.0 million under the facility, which is reflected in the current portion of long term debt since the Company plans to repay the revolving loan balance in the next twelve months. As of September 30, 2015 , the facility had a revolving loan balance outstanding of $15.0 million and $7.6 million in letters of credit outstanding against the facility. Borrowings 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% . The Company's interest rate as of September 30, 2015 was 2.625%. 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, and CCF 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 $7.9 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, 2015 , we are in compliance with all applicable covenants in the loan and security agreement. Third Party Equipment Notes and Capital Leases The Forbes Group financed the purchase of certain vehicles and equipment through commercial loans and capital leases with aggregate principal amounts outstanding as of September 30, 2015 and December 31, 2014 of approximately $8.2 million and $12.2 million , respectively. These loans are repayable in a range of 42 to 60 monthly installments with the maturity dates ranging from October 2015 to July 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 paid total principal payments of approximately $1.6 million and $1.3 million for three months ended September 30, 2015 and 2014 , respectively, and $4.5 million and $3.8 million for the nine months ended September 30, 2015 and 2014 , respectively. Following are required principal payments due on notes and capital leases (other than the 9% Senior Notes) existing as of September 30, 2015 : October - December 2015 2016 2017 2018 2019 (in thousands) Notes and capital lease principal payments $ 1,095 $ 4,073 $ 2,837 $ 243 $ — Management currently acquires all light duty trucks (pick up trucks) through capital leases and may use capital leases or cash to purchase equipment held under operating leases that has reached the end of the lease term. See Note 10 - Commitments and Contingencies. Insurance Notes During October of 2014, the Forbes Group entered into promissory notes for the payment of insurance premiums at an interest rate of 2.9% with an aggregate principal amount outstanding as of September 30, 2015 and December 31, 2014 of approximately $0.0 million and $5.7 million , respectively. The amount outstanding could be substantially offset by the cancellation of the related insurance coverage which is classified as prepaid insurance. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
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 – other, accounts payable – trade, 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, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) 9.0% Senior Notes $ 280,000 $ 185,500 $ 280,000 $ 165,200 The fair value of our 9% Senior Notes is a Level 1 input within the fair value hierarchy and is based on the dealer quoted market prices at September 30, 2015 and December 31, 2014 , respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014 (in thousands) Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 1,269 $ 1,040 Balance at Brush Country Bank (2) 498 644 Related parties receivable: Dorsal Services, Inc. (3) 40 60 Wolverine Construction, Inc. (4) — 282 $ 40 $ 342 Related parties payable: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ 76 $ 83 Dorsal Services, Inc. (3) 2 25 Tasco Tool Service Ltd. (6) 12 59 Texas Quality Gate Guard Services, LLC (7) 16 11 Texas Water Disposal Services, LLC (8) — 8 $ 106 $ 186 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (in thousands) Related parties capital expenditures: Alice Environmental West Texas, LLC (5) $ — $ — $ 455 $ — $ — $ — $ 455 $ — Related parties revenue activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ — $ — $ — $ 1 Dorsal Services, Inc. (3) — — — 1 Tasco Tool Service Ltd. (6) — — 1 1 Wolverine Construction, Inc. (4) — 1 — 309 Texas Water Disposal Services, LLC (8) — 2 — 59 $ — $ 3 $ 1 $ 371 Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ 383 $ 672 $ 1,518 $ 1,638 CJ Petroleum Service LLC (13) — 4 — 4 Dorsal Services, Inc. (3) 2 162 21 468 Tasco Tool Service Ltd. (6) 31 44 166 182 FCJ Management, LLC (9) 1 9 15 27 JITSU Services, LLC (10) — 91 — 243 Texas Quality Gate Guard Services, LLC (7) 47 146 160 146 Animas Holdings, LLC (11) 43 74 184 277 Texas Water Disposal Services, LLC (8) — — — 3 CJW Group, LLC (12) 9 — 28 — $ 516 $ 1,202 $ 2,092 $ 2,988 (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, serves on the board of directors. (2) Messrs. Crisp and Forbes are directors and shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. (3) Dorsal Services, Inc. is a trucking service company. Mr. Crisp is a partial owner of Dorsal Services, Inc. The company uses Dorsal Services from time to time. (4) Wolverine Construction, Inc., or Wolverine, is an entity that was owned by two sons and a brother of Mr. Crisp, an executive officer and director of FES Ltd., and a son of Mr. Forbes, an executive officer and director of FES Ltd. Wolverine provided construction and site preparation services to certain customers of the Company. (5) Messrs. John E. Crisp and Charles C. Forbes, Jr., executive officers and directors of FES Ltd., are also owners and managers of Alice Environmental Holdings, LLC, or AEH, and indirect owners and managers of Alice Environmental Services, LP, or AES and Alice Environmental West Texas, LLC, or AEWT. The Company leases or rents land and buildings, and aircraft from AES. During 2015, the Company purchased land from AEWT for an additional operating location. The aircraft leases were terminated in July of 2015. (6) Tasco Tool Service Ltd. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, both an executive officer and director of FES Ltd., 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. (7) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes, executive officers and directors of FES Ltd, and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. (8) Texas Water Disposal Services, LLC, or TWDS, is partially owned by a brother of Mr. Crisp, an executive officer and director of FES Ltd. TWDS is a company that owns a salt water disposal well that has been used by the Company. There has been no activity with TWDS since March 2014. (9) 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. The lease with FCJ was terminated in July of 2015. (10) JITSU Services, LLC, or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp, an executive officer and director of FES Ltd. The Company previously leased ten vacuum trucks from JITSU. This lease was terminated November 2014. (11) Animas Holdings, LLC, or Animas, is owned by the two sons of Mr. Crisp and three children of Mr. and Ms. Forbes. Animas owns land and property that it leases to the Company. Messrs. Crisp and Forbes are executive officers and directors of FES Ltd. and Ms. Forbes served as a director of FES Ltd. until June 11, 2014. (12) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Messrs. Crisp and Forbes, executive officers and directors of FES Ltd. (13) CJ Petroleum Service, LLC, or CJ Petroleum, is a company that owns salt water disposal wells and is owned by Messrs. Crisp and Forbes, Janet Forbes, a former director of FES Ltd., and two sons of Mr. Crisp. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
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 typically exceed federally insured limits. 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, 2015 , the Company's largest customer, five largest customers, and ten largest customers constituted 18.4% , 54.8% , and 72.4% of consolidated revenues, respectively. For the nine months ended September 30, 2015 the Company's largest customer, five largest customers, and ten largest customers constituted 17.0% , 47.5% , and 63.7% of consolidated revenues, respectively. The loss of any one of our top five customers would 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, 2015 , the Company's largest customer, five largest customers, and ten largest customers constituted 13.0% , 46.1% , and 63.0% 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 $0.3 million per individual. The Company is also self-insured for the first $0.5 million and $1.0 million under its insurance policies for auto liability and general liability, respectively. The Company has an additional premium payable under its excess liability policy of 25% of paid claims in excess of $ 0.9 million up to total claims of $9.15 million . Such additional premium will become payable at the time when a loss is paid and will be payable over a period agreed by insurers. The Company has accrued a liability of approximately $6.0 million and $5.8 million as of September 30, 2015 and December 31, 2014 , respectively, for the projected additional premium and self-insured portion of these insurance claims as of the financial statement dates. This accrual includes claims made as well as an estimate for claims incurred but not reported as of the financial statement dates. Litigation The Company is subject to various other claims and legal actions that arise in the ordinary course of business. We do not believe 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, although we cannot guarantee that a material adverse effect will not occur. 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. Following are future lease payments on operating leases existing as of September 30, 2015 : October - December 2015 2016 2017 2018 2019 (in thousands) Lease payments $ 2,241 $ 4,533 $ 296 $ — $ — |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Nine months ended September 30, 2015 2014 (in thousands) Cash paid for Interest $ 13,250 $ 13,360 Income tax 182 70 Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ (1,519 ) $ 7,737 Capital leases on equipment 529 1,320 Preferred stock dividends and accretion costs 31 31 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2015 | |
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. In applying the if-converted method, conversion is not assumed for purposes of computing diluted EPS if the effect would be antidilutive. As of September 30, 2015 and September 30, 2014 , there were 614,125 and 1,148,625 options to purchase common stock outstanding, respectively, and 588,059 Series B Preferred Stock. The Series B Preferred Stock is convertible at a rate of nine shares of common stock to one share of Series B Preferred Stock, or 5,292,531 shares of common stock. The shares of 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, 2015 and 2014 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. The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Weighted average shares outstanding 22,156 21,799 22,024 21,718 Dilutive effect of stock options and restricted stock — — — — Dilutive effect of preferred stock — — — — Diluted weighted average shares outstanding 22,156 21,799 22,024 21,718 There were 614,125 stock options, 1,494,828 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, 2015 that were not included in the calculation of diluted EPS for the nine months ended September 30, 2015 because their effect would have been antidilutive. 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 nine months ending 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, 2015 2014 2015 2014 (in thousands, except per share amounts) Basic and diluted: Net loss $ (13,510 ) (1,543 ) $ (26,692 ) $ (4,330 ) Preferred stock dividends and accretion (194 ) (194 ) (582 ) (582 ) Net loss attributable to common shareholders $ (13,704 ) $ (1,737 ) $ (27,274 ) $ (4,912 ) Weighted-average common shares 22,156 21,799 22,024 21,718 Basic and diluted net loss per share $ (0.62 ) $ (0.08 ) $ (1.24 ) $ (0.23 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 was estimated to be 30.5% based on pre-tax loss of $38.4 million . For the nine months ended September 30, 2014 , the Company's effective tax rate was a benefit of 27.7% . 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, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Forbes Group has determined that it 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. Well Servicing At September 30, 2015 , our well servicing segment utilized our fleet of 173 well servicing rigs, which was comprised of 159 workover rigs and 14 swabbing rigs, as well as six coiled tubing spreads, nine tubing testing units, four electromagnetic scan trucks and related assets and equipment. These assets are used to provide (i) well maintenance, including remedial repairs and removal and replacement of downhole production equipment, (ii) well workovers, including significant downhole repairs, re-completions and re-perforations, (iii) completion and swabbing activities, (iv) plugging and abandonment services, and (v) pressure testing of oil and natural gas production tubing and scanning tubing for pitting and wall thickness using tubing testing units. Fluid Logistics The fluid logistics segment utilizes our fleet of owned or leased fluid transport trucks and related assets, including specialized vacuum, high pressure pump and tank trucks, frac tanks, salt water disposal wells and facilities, and related equipment. These assets are used to provide transport, store and dispose of a variety of drilling and produced fluids used in and generated by oil and natural gas production activities. These services are required in most workover and completion projects and are routinely used in the daily operation of producing wells. 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, 2015 and September 30, 2014 : Three months ended September 30, Nine months ended September 30, Well Servicing Fluid Logistics Consolidated Well Servicing Fluid Logistics Consolidated 2015 (in thousands) (in thousands) Operating revenues $ 35,390 $ 20,167 $ 55,557 $ 125,606 $ 77,094 $ 202,700 Direct operating costs 28,186 17,477 45,663 93,796 59,513 153,309 Segment profits $ 7,204 $ 2,690 $ 9,894 $ 31,810 $ 17,581 $ 49,391 Depreciation and amortization $ 6,488 $ 7,234 $ 13,722 $ 19,422 $ 22,222 $ 41,644 Capital expenditures 655 93 748 4,681 3,497 8,178 Total assets 662,457 474,496 1,136,953 662,457 474,496 1,136,953 Long lived assets 171,775 117,563 289,338 171,775 117,563 289,338 2014 Operating 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 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Reconciliation of the Forbes Group Operating Income (Loss) As Reported: (in thousands) (in thousands) Segment profits $ 9,894 $ 27,655 $ 49,391 $ 82,349 General and administrative expense 7,390 8,943 25,467 26,514 Depreciation and amortization 13,722 13,810 41,644 40,616 Operating income (loss) (11,218 ) 4,902 (17,720 ) 15,219 Other income and expenses, net (7,038 ) (7,014 ) (20,674 ) (21,208 ) Pre-tax loss $ (18,256 ) $ (2,112 ) $ (38,394 ) $ (5,989 ) September 30, 2015 December 31, 2014 Reconciliation of the Forbes Group Assets As Reported: (in thousands) Total reportable segments $ 1,136,953 $ 1,132,856 Elimination of internal transactions (1,853,923 ) (1,784,404 ) Parent 1,159,597 1,135,161 Total assets $ 442,627 $ 483,613 |
Equity Securities
Equity Securities | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity Securities | Equity Securities Common Stock Holders of common stock have no pre-emptive, redemption, conversion, or sinking fund rights. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of holders of common stock. Unless a different majority is required by law or by the bylaws, resolutions to be approved by holders of common stock require approval by a simple majority of votes cast at a meeting at which a quorum is present. In the event of the liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share equally and ratably in the Company's assets, if any, remaining after the payment of all of its debts and liabilities, subject to any liquidation preference on any issued and outstanding preferred stock. Series B Preferred Stock Under our Series B Certificate of Designation, we are authorized to issue 825,000 shares of 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, 2015 and December 31, 2014 , 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). As shares of the Series B Preferred Stock are convertible into shares of our common stock, any dividend paid in kind would 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 would be 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, 2015 and September 30, 2014 was $0.2 million and $ 0.6 million in each period, respectively. The Company has paid in cash all required quarterly dividends on the Series B Preferred Stock through September 30, 2015 . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Information | Interim Financial Information The unaudited condensed consolidated financial statements of the Forbes Group 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, 2014 . 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, 2015 may not be indicative of results that will be realized for the full year ending December 31, 2015 . 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. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board, or the FASB, issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers-Deferral of the Effective Date," which defers by one year the effective date of ASU 2014-09, "Revenue from Contracts with Customers." ASU 2015-14 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance costs Associated with Line-of-Credit Arrangements" which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. ASU 2015-15 clarifies that the Securities and Exchange Commission staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 became effective upon issuance and the Company does not anticipate that this pronouncement will have a material impact on its consolidated financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The following sets forth the identified intangible assets by major asset class: As of September 30, 2015 As of December 31, 2014 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Book Value Gross Carrying Value Accumulated Amortization Net Book Value (in thousands) Customer relationships 15 $ 31,896 $ (16,480 ) $ 15,416 $ 31,896 $ (14,885 ) $ 17,011 Trade names 15 8,050 (4,159 ) 3,891 8,050 (3,756 ) 4,294 Safety training program 15 1,182 (611 ) 571 1,182 (552 ) 630 Dispatch software 10 1,135 (879 ) 256 1,135 (795 ) 340 Other 10 58 (45 ) 13 58 (41 ) 17 $ 42,321 $ (22,174 ) $ 20,147 $ 42,321 $ (20,029 ) $ 22,292 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 : Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2014 1,148,625 $ 7.94 5.44 years $ — Granted — Exercised — Forfeited/cancelled (534,500 ) 9.26 $ — Options outstanding at September 30, 2015 614,125 $ 6.80 5.12 years $ — Vested and expected to vest at September 30, 2015 614,125 $ 6.80 5.12 years $ — Exercisable at September 30, 2015 614,125 $ 6.80 5.12 years $ — |
Summary of Restricted Stock Unit Grant Activity | The following table presents a summary of restricted stock unit grant activity for the nine month period ended September 30, 2015 : Number of Units Grant Date Average Fair Value Per Unit Outstanding at December 31, 2014 637,495 $ 3.47 Granted 1,318,712 1.19 Vested (461,379 ) 2.50 Forfeited — Nonvested at September 30, 2015 1,494,828 $ 1.76 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes the Company's share-based compensation expense for equity awards and liability awards (in thousands): Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Awards classified as equity: Restricted stock unit expense $ 360 $ 349 $ 760 $ 1,091 Stock option expense — 290 — 1,192 Awards classified as liability: Restricted stock unit expense (211 ) 193 18 529 Total share-based compensation expense $ 149 $ 832 $ 778 $ 2,812 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: Estimated Life in Years September 30, December 31, (in thousands) Well servicing equipment 3-15 years $ 413,312 $ 417,561 Autos and trucks 5-10 years 126,660 124,338 Disposal wells 5-15 years 38,789 38,167 Building and improvements 5-30 years 14,107 14,423 Furniture and fixtures 3-15 years 6,542 6,157 Land 1,524 1,452 600,934 602,098 Accumulated depreciation (311,596 ) (279,435 ) $ 289,338 $ 322,663 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt at September 30, 2015 and December 31, 2014 consisted of the following: September 30, December 31, (in thousands) 9% Senior Notes $ 280,000 $ 280,000 Revolving credit facility 15,000 — Third party equipment notes and capital leases 8,248 12,170 Insurance notes — 5,721 303,248 297,891 Less: Current portion (19,225 ) (11,204 ) $ 284,023 $ 286,687 |
Contractual Obligation, Fiscal Year Maturity Schedule | Following are required principal payments due on notes and capital leases (other than the 9% Senior Notes) existing as of September 30, 2015 : October - December 2015 2016 2017 2018 2019 (in thousands) Notes and capital lease principal payments $ 1,095 $ 4,073 $ 2,837 $ 243 $ — |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of the Carrying Amounts and Estimated Fair Values of Financial Instruments | September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) 9.0% Senior Notes $ 280,000 $ 185,500 $ 280,000 $ 165,200 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables represent related party transactions. As of September 30, December 31, 2014 (in thousands) Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 1,269 $ 1,040 Balance at Brush Country Bank (2) 498 644 Related parties receivable: Dorsal Services, Inc. (3) 40 60 Wolverine Construction, Inc. (4) — 282 $ 40 $ 342 Related parties payable: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ 76 $ 83 Dorsal Services, Inc. (3) 2 25 Tasco Tool Service Ltd. (6) 12 59 Texas Quality Gate Guard Services, LLC (7) 16 11 Texas Water Disposal Services, LLC (8) — 8 $ 106 $ 186 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (in thousands) Related parties capital expenditures: Alice Environmental West Texas, LLC (5) $ — $ — $ 455 $ — $ — $ — $ 455 $ — Related parties revenue activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ — $ — $ — $ 1 Dorsal Services, Inc. (3) — — — 1 Tasco Tool Service Ltd. (6) — — 1 1 Wolverine Construction, Inc. (4) — 1 — 309 Texas Water Disposal Services, LLC (8) — 2 — 59 $ — $ 3 $ 1 $ 371 Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (5) $ 383 $ 672 $ 1,518 $ 1,638 CJ Petroleum Service LLC (13) — 4 — 4 Dorsal Services, Inc. (3) 2 162 21 468 Tasco Tool Service Ltd. (6) 31 44 166 182 FCJ Management, LLC (9) 1 9 15 27 JITSU Services, LLC (10) — 91 — 243 Texas Quality Gate Guard Services, LLC (7) 47 146 160 146 Animas Holdings, LLC (11) 43 74 184 277 Texas Water Disposal Services, LLC (8) — — — 3 CJW Group, LLC (12) 9 — 28 — $ 516 $ 1,202 $ 2,092 $ 2,988 (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, serves on the board of directors. (2) Messrs. Crisp and Forbes are directors and shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. (3) Dorsal Services, Inc. is a trucking service company. Mr. Crisp is a partial owner of Dorsal Services, Inc. The company uses Dorsal Services from time to time. (4) Wolverine Construction, Inc., or Wolverine, is an entity that was owned by two sons and a brother of Mr. Crisp, an executive officer and director of FES Ltd., and a son of Mr. Forbes, an executive officer and director of FES Ltd. Wolverine provided construction and site preparation services to certain customers of the Company. (5) Messrs. John E. Crisp and Charles C. Forbes, Jr., executive officers and directors of FES Ltd., are also owners and managers of Alice Environmental Holdings, LLC, or AEH, and indirect owners and managers of Alice Environmental Services, LP, or AES and Alice Environmental West Texas, LLC, or AEWT. The Company leases or rents land and buildings, and aircraft from AES. During 2015, the Company purchased land from AEWT for an additional operating location. The aircraft leases were terminated in July of 2015. (6) Tasco Tool Service Ltd. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, both an executive officer and director of FES Ltd., 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. (7) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes, executive officers and directors of FES Ltd, and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. (8) Texas Water Disposal Services, LLC, or TWDS, is partially owned by a brother of Mr. Crisp, an executive officer and director of FES Ltd. TWDS is a company that owns a salt water disposal well that has been used by the Company. There has been no activity with TWDS since March 2014. (9) 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. The lease with FCJ was terminated in July of 2015. (10) JITSU Services, LLC, or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp, an executive officer and director of FES Ltd. The Company previously leased ten vacuum trucks from JITSU. This lease was terminated November 2014. (11) Animas Holdings, LLC, or Animas, is owned by the two sons of Mr. Crisp and three children of Mr. and Ms. Forbes. Animas owns land and property that it leases to the Company. Messrs. Crisp and Forbes are executive officers and directors of FES Ltd. and Ms. Forbes served as a director of FES Ltd. until June 11, 2014. (12) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Messrs. Crisp and Forbes, executive officers and directors of FES Ltd. (13) CJ Petroleum Service, LLC, or CJ Petroleum, is a company that owns salt water disposal wells and is owned by Messrs. Crisp and Forbes, Janet Forbes, a former director of FES Ltd., and two sons of Mr. Crisp. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Following are future lease payments on operating leases existing as of September 30, 2015 : October - December 2015 2016 2017 2018 2019 (in thousands) Lease payments $ 2,241 $ 4,533 $ 296 $ — $ — |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Nine months ended September 30, 2015 2014 (in thousands) Cash paid for Interest $ 13,250 $ 13,360 Income tax 182 70 Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ (1,519 ) $ 7,737 Capital leases on equipment 529 1,320 Preferred stock dividends and accretion costs 31 31 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average and Diluted Weighted Average Shares Outstanding | The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding: Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 (in thousands) (in thousands) Weighted average shares outstanding 22,156 21,799 22,024 21,718 Dilutive effect of stock options and restricted stock — — — — Dilutive effect of preferred stock — — — — Diluted weighted average shares outstanding 22,156 21,799 22,024 21,718 |
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, 2015 2014 2015 2014 (in thousands, except per share amounts) Basic and diluted: Net loss $ (13,510 ) (1,543 ) $ (26,692 ) $ (4,330 ) Preferred stock dividends and accretion (194 ) (194 ) (582 ) (582 ) Net loss attributable to common shareholders $ (13,704 ) $ (1,737 ) $ (27,274 ) $ (4,912 ) Weighted-average common shares 22,156 21,799 22,024 21,718 Basic and diluted net loss per share $ (0.62 ) $ (0.08 ) $ (1.24 ) $ (0.23 ) |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and September 30, 2014 : Three months ended September 30, Nine months ended September 30, Well Servicing Fluid Logistics Consolidated Well Servicing Fluid Logistics Consolidated 2015 (in thousands) (in thousands) Operating revenues $ 35,390 $ 20,167 $ 55,557 $ 125,606 $ 77,094 $ 202,700 Direct operating costs 28,186 17,477 45,663 93,796 59,513 153,309 Segment profits $ 7,204 $ 2,690 $ 9,894 $ 31,810 $ 17,581 $ 49,391 Depreciation and amortization $ 6,488 $ 7,234 $ 13,722 $ 19,422 $ 22,222 $ 41,644 Capital expenditures 655 93 748 4,681 3,497 8,178 Total assets 662,457 474,496 1,136,953 662,457 474,496 1,136,953 Long lived assets 171,775 117,563 289,338 171,775 117,563 289,338 2014 Operating 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 Three months ended September 30, Nine months ended September 30, 2015 2014 2015 2014 Reconciliation of the Forbes Group Operating Income (Loss) As Reported: (in thousands) (in thousands) Segment profits $ 9,894 $ 27,655 $ 49,391 $ 82,349 General and administrative expense 7,390 8,943 25,467 26,514 Depreciation and amortization 13,722 13,810 41,644 40,616 Operating income (loss) (11,218 ) 4,902 (17,720 ) 15,219 Other income and expenses, net (7,038 ) (7,014 ) (20,674 ) (21,208 ) Pre-tax loss $ (18,256 ) $ (2,112 ) $ (38,394 ) $ (5,989 ) September 30, 2015 December 31, 2014 Reconciliation of the Forbes Group Assets As Reported: (in thousands) Total reportable segments $ 1,136,953 $ 1,132,856 Elimination of internal transactions (1,853,923 ) (1,784,404 ) Parent 1,159,597 1,135,161 Total assets $ 442,627 $ 483,613 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets by Major Asset Class) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Intangible Assets | ||
Gross Carrying Value | $ 42,321 | $ 42,321 |
Accumulated Amortization | (22,174) | (20,029) |
Net Book Value | $ 20,147 | $ 22,292 |
Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 31,896 | $ 31,896 |
Accumulated Amortization | (16,480) | (14,885) |
Net Book Value | $ 15,416 | $ 17,011 |
Trade names | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 8,050 | $ 8,050 |
Accumulated Amortization | (4,159) | (3,756) |
Net Book Value | $ 3,891 | $ 4,294 |
Safety training program | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 1,182 | $ 1,182 |
Accumulated Amortization | (611) | (552) |
Net Book Value | $ 571 | $ 630 |
Dispatch software | ||
Intangible Assets | ||
Useful Life (years) | 10 years | 10 years |
Gross Carrying Value | $ 1,135 | $ 1,135 |
Accumulated Amortization | (879) | (795) |
Net Book Value | $ 256 | $ 340 |
Other | ||
Intangible Assets | ||
Useful Life (years) | 10 years | 10 years |
Gross Carrying Value | $ 58 | $ 58 |
Accumulated Amortization | (45) | (41) |
Net Book Value | $ 13 | $ 17 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 0.7 | $ 0.7 | $ 2.1 | $ 2.1 |
2,015 | 2.9 | 2.9 | ||
2,016 | 2.9 | 2.9 | ||
2,017 | 2.9 | 2.9 | ||
2,018 | $ 2.7 | $ 2.7 | ||
Weighted average amortization period remaining for intangible assets | 7 years |
Share-Based Compensation (Stock
Share-Based Compensation (Stock Options) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, shares, beginning balance (in shares) | 1,148,625 | ||
Granted, shares (in shares) | 0 | ||
Exercised, shares (in shares) | 0 | ||
Forfeited, shares (in shares) | (534,500) | (534,500) | |
Options outstanding, shares, ending balance (in shares) | 614,125 | 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) | $ 7.94 | ||
Forfeited, weighted average exercise price (in usd per share) | 9.26 | ||
Options outstanding, weighted average exercise price, ending balance (in usd per share) | $ 6.80 | $ 7.94 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual term | 5 years 1 month 15 days | 5 years 5 months 10 days | |
Forfeited, aggregate intrinsic value (in usd per share) | $ 0 | ||
Options outstanding, aggregate intrinsic value | $ 0 | $ 0 | |
Vested and expected to vest, shares (in shares) | 614,125 | ||
Vested and expected to vest, weighted average exercise price (in usd per share) | $ 6.80 | ||
Vested and expected to vest, weighted average remaining contractual term | 5 years 1 month 15 days | ||
Vested and expected to vest, aggregate intrinsic value | $ 0 | ||
Exercisable, shares (in shares) | 614,125 | ||
Exercisable, weighted average exercise price (in usd per share) | $ 6.80 | ||
Exercisable, weighted average remaining contractual term | 5 years 1 month 15 days | ||
Exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares (in shares) | 0 | |||||
Stock-based compensation expense | $ 778,000 | $ 2,812,000 | ||||
Forfeited, shares (in shares) | (534,500) | (534,500) | ||||
Consideration for cancellation of stock options | $ 0 | |||||
Payment of tax withholding obligations related to restricted stock | 168,000 | 467,000 | ||||
Equity and liability stock-based compensation expense | $ 149,000 | $ 832,000 | 778,000 | 2,812,000 | ||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 0 | 300,000 | 0 | 1,200,000 | ||
Capitalized share-based compensation expense | 0 | 0 | 0 | 0 | ||
Unrecognized stock-based compensation costs, stock options | 0 | 0 | ||||
Equity and liability stock-based compensation expense | 0 | 290,000 | 0 | 1,192,000 | ||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 100,000 | 500,000 | $ 800,000 | 1,600,000 | ||
Cumulative net shares issued to the participants (in shares) | 311,859 | |||||
Restricted stock, shares subject to netting for tax withholdings, vested shares (in shares) | 461,379 | |||||
Payment of tax withholding obligations related to restricted stock | $ 200,000 | 500,000 | ||||
Equity and liability stock-based compensation expense | 360,000 | $ 349,000 | 760,000 | $ 1,091,000 | ||
Remaining compensation expense | $ 1,200,000 | $ 1,200,000 | ||||
Average period compensation expense is recognized | 2 years 1 month 1 day | |||||
2012 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future grants (in shares) | 666,956 | 666,956 | ||||
2012 Plan | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares (in shares) | 0 | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercise price (in usd per share) | $ 9.32 | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options exercise price (in usd per share) | $ 9.16 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Units) (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
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) | 637,495 |
Granted, shares (in shares) | 1,318,712 |
Vested, shares (in shares) | (461,379) |
Forfeited, shares (in shares) | 0 |
Nonvested, shares, ending balance (in shares) | 1,494,828 |
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) | $ / shares | $ 3.47 |
Granted, weighed average exercise price (in usd per share) | $ / shares | 1.19 |
Vested, weighed average exercise price (in usd per share) | $ / shares | $ 2.50 |
Forfeited, weighed average exercise price (in usd per share) | $ / shares | |
Nonvested, weighted average exercise price, ending balance (in usd per share) | $ / shares | $ 1.76 |
Share-Based Compensation (Equit
Share-Based Compensation (Equity and Liability Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity and liability stock-based compensation expense | $ 149 | $ 832 | $ 778 | $ 2,812 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity and liability stock-based compensation expense | 360 | 349 | 760 | 1,091 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity and liability stock-based compensation expense | 0 | 290 | 0 | 1,192 |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity and liability stock-based compensation expense | $ (211) | $ 193 | $ 18 | $ 529 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 13,000 | $ 13,100 | $ 39,500 | $ 38,500 | |
Summary of Property and equipment | |||||
Property and equipment, gross | 600,934 | 600,934 | $ 602,098 | ||
Accumulated depreciation | (311,596) | (311,596) | (279,435) | ||
Property and equipment, net | 289,338 | 289,338 | 322,663 | ||
Well servicing equipment | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | 413,312 | $ 413,312 | $ 417,561 | ||
Well servicing equipment | Maximum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 15 years | 15 years | |||
Well servicing equipment | Minimum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 3 years | 3 years | |||
Autos and trucks | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | 126,660 | $ 126,660 | $ 124,338 | ||
Autos and trucks | Maximum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 10 years | 10 years | |||
Autos and trucks | Minimum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 5 years | 5 years | |||
Disposal wells | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | 38,789 | $ 38,789 | $ 38,167 | ||
Disposal wells | Maximum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 15 years | 15 years | |||
Disposal wells | Minimum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 5 years | 5 years | |||
Building and improvements | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | 14,107 | $ 14,107 | $ 14,423 | ||
Building and improvements | Maximum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 30 years | 30 years | |||
Building and improvements | Minimum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 5 years | 5 years | |||
Furniture and fixtures | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | 6,542 | $ 6,542 | $ 6,157 | ||
Furniture and fixtures | Maximum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 15 years | 15 years | |||
Furniture and fixtures | Minimum | |||||
Summary of Property and equipment | |||||
Property and equipment, estimated life | 3 years | 3 years | |||
Land | |||||
Summary of Property and equipment | |||||
Property and equipment, gross | $ 1,524 | $ 1,524 | $ 1,452 |
(Long-Term Debt) (Details)
(Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
Debt Instruments [Abstract] | |||
Long-term debt and capital lease obligations | $ 303,248 | $ 297,891 | |
Less: Current portion | (19,225) | (11,204) | |
Long-term debt and capital lease obligations, noncurrent | 284,023 | 286,687 | |
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 | 8,248 | 12,170 | |
Insurance notes | |||
Debt Instruments [Abstract] | |||
Long-term debt and capital lease obligations | 0 | 5,721 | $ 0 |
Revolving Credit Facility | Line of Credit | |||
Debt Instruments [Abstract] | |||
Long-term debt and capital lease obligations | $ 15,000 | $ 0 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)installments | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Oct. 31, 2014 | Jun. 07, 2011USD ($) | |
Debt Instrument [Line Items] | |||||||
Non-Guarantor subsidiaries ownership percentage | 100.00% | 100.00% | |||||
Covenant threshold breach period | 60 days | ||||||
Debt and capital lease obligations | $ 303,248,000 | $ 303,248,000 | $ 297,891,000 | ||||
Senior notes | 9% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 280,000,000 | ||||||
Debt instrument, maturity date | Jun. 15, 2019 | ||||||
Debt instrument, stated interest rate | 9.00% | 9.00% | 9.00% | ||||
Percentage of principal amount for debt repurchase post change in control | 101.00% | 101.00% | |||||
Percentage of principal amount, plus accrued and unpaid interest, following certain asset sales | 100.00% | 100.00% | |||||
Debt and capital lease obligations | $ 280,000,000 | $ 280,000,000 | $ 280,000,000 | ||||
Third party equipment notes and capital leases | |||||||
Debt Instrument [Line Items] | |||||||
Debt and capital lease obligations | 8,248,000 | 8,248,000 | 12,170,000 | ||||
Debt instrument, principal payments made | $ 1,600,000 | $ 1,300,000 | $ 4,500,000 | $ 3,800,000 | |||
Third party equipment notes and capital leases | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, number of installments | installments | 42 | ||||||
Debt instrument, effective interest rate | 3.20% | 3.20% | |||||
Third party equipment notes and capital leases | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, number of installments | installments | 60 | ||||||
Debt instrument, effective interest rate | 8.40% | 8.40% | |||||
Insurance notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt and capital lease obligations | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,721,000 | ||
Insurance notes | Insurance Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated interest rate | 2.90% | 2.90% | 2.90% | 2.90% | |||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Customary covenants for asset based credit facility | $ 7,905,371.22 | $ 7,905,371.22 | |||||
LIBOR | Revolving Credit Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||
LIBOR | Revolving Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Facility) (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2015 | Jul. 31, 2013 | Sep. 09, 2011 | |
Line of Credit Facility [Line Items] | ||||
Revolving balance outstanding | $ 15,000,000 | $ 15,000,000 | ||
Letters of credit outstanding | 7,600,000 | 7,600,000 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 90,000,000 | $ 90,000,000 | $ 90,000,000 | $ 75,000,000 |
Percentage of consolidated tangible assets | 18.00% | |||
18% of our consolidated tangible net assets | 75,300,000 | $ 75,300,000 | ||
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 | $ 52,700,000 | $ 52,700,000 | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||
Consolidated fixed charge coverage ratio | 110.00% | 110.00% | ||
Customary covenants for asset based credit facility | $ 7,905,371.22 | $ 7,905,371.22 | ||
Percentage of maximum credit under the facility | 15.00% | 15.00% | ||
Revolving Credit Facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, letter of credit, principal borrowing fees Percentage | 2.25% | 2.25% | ||
Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, letter of credit, principal borrowing fees Percentage | 2.75% | 2.75% | ||
Revolving Credit Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | LIBOR | |||
Revolving Credit Facility | LIBOR | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.00% | |||
Revolving Credit Facility | LIBOR | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% | |||
Revolving Credit Facility | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | prime rate | |||
Revolving Credit Facility | Prime Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Revolving Credit Facility | Prime Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.50% | |||
Revolving Credit Facility | Overnight Federal Funds Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | overnight federal funds rate | |||
Debt instrument, basis spread on variable rate | 0.50% | |||
Revolving Credit Facility | One Month LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, description of variable rate basis | LIBOR rate for a one month period | |||
Debt instrument, basis spread on variable rate | 1.00% |
Long-Term Debt Capital Lease Pa
Long-Term Debt Capital Lease Payment Schedule (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
October - December 2015 | $ 1,095 |
2,016 | 4,073 |
2,017 | 2,837 |
2,018 | 243 |
2,019 | $ 0 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Details) - Senior notes - 9% Senior Notes - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, stated interest rate | 9.00% | 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 | $ 185,500 | $ 165,200 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Nov. 30, 2014vehicles | ||
Related Party Transactions [Abstract] | |||||||
Number of vacuum trucks | vehicles | 10 | ||||||
Related Party Transaction [Line Items] | |||||||
Related parties receivable: | $ 40 | $ 40 | $ 342 | ||||
Related parties payable: | 106 | 106 | 186 | ||||
Related parties capital expenditures: | 0 | $ 0 | 455 | $ 0 | |||
Related parties revenue activity: | 0 | 3 | 1 | 371 | |||
Related parties expense activity: | 516 | 1,202 | 2,092 | 2,988 | |||
Texas Champion Bank | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties cash and cash equivalents balances: | [1] | 1,269 | 1,269 | 1,040 | |||
Brush Country Bank | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties cash and cash equivalents balances: | [2] | 498 | 498 | 644 | |||
AES | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties payable: | [3] | 76 | 76 | 83 | |||
Related parties revenue activity: | [3] | 0 | 0 | 0 | 1 | ||
Related parties expense activity: | [3] | 383 | 672 | 1,518 | 1,638 | ||
CJ Petroleum Service [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties expense activity: | [4] | 0 | 4 | 0 | 4 | ||
Dorsal Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties receivable: | [5] | 40 | 40 | 60 | |||
Related parties payable: | [5] | 2 | 2 | 25 | |||
Related parties revenue activity: | [5] | 0 | 0 | 0 | 1 | ||
Related parties expense activity: | [5] | 2 | 162 | 21 | 468 | ||
Tasco Tool Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties payable: | [6] | 12 | 12 | 59 | |||
Related parties revenue activity: | [6] | 0 | 0 | 1 | 1 | ||
Related parties expense activity: | [6] | 31 | 44 | 166 | 182 | ||
Alice Environmental West Texas, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties capital expenditures: | [3] | 0 | 0 | 455 | |||
Wolverine Construction | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties receivable: | [7] | 0 | 0 | 282 | |||
Related parties revenue activity: | [7] | 0 | 1 | 0 | 309 | ||
JITSU Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties expense activity: | [8] | 0 | 91 | 0 | 243 | ||
Texas Quality Gate Guard Services | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties payable: | [9] | 16 | 16 | 11 | |||
Related parties expense activity: | [9] | 47 | 146 | 160 | 146 | ||
Texas Water Disposal | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties payable: | [10] | 0 | 0 | $ 8 | |||
Related parties revenue activity: | [10] | 0 | 2 | 0 | 59 | ||
Related parties expense activity: | [10] | 0 | 0 | 0 | 3 | ||
FCJ | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties expense activity: | [11] | 1 | 9 | 15 | 27 | ||
Animas Holdings | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties expense activity: | [12] | 43 | 74 | 184 | 277 | ||
CJW Group, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Related parties expense activity: | [4] | $ 9 | $ 0 | $ 28 | $ 0 | ||
[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, serves on the board of directors. | ||||||
[2] | )Messrs. Crisp and Forbes are directors and 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., executive officers and directors of FES Ltd., are also owners and managers of Alice Environmental Holdings, LLC, or AEH, and indirect owners and managers of Alice Environmental Services, LP, or AES and Alice Environmental West Texas, LLC, or AEWT. The Company leases or rents land and buildings, and aircraft from AES. During 2015, the Company purchased land from AEWT for an additional operating location. The aircraft leases were terminated in July of 2015. | ||||||
[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, Janet Forbes, a former director of FES Ltd., and two sons of Mr. Crisp. | ||||||
[5] | Dorsal Services, Inc. is a trucking service company. Mr. Crisp is a partial owner of Dorsal Services, Inc. The company uses Dorsal Services from time to time. | ||||||
[6] | Tasco Tool Service Ltd. is a down-hole tool company that is partially owned and managed by a company that is owned by Mr. Forbes, both an executive officer and director of FES Ltd., 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. | ||||||
[7] | Wolverine Construction, Inc., or Wolverine, is an entity that was owned by two sons and a brother of Mr. Crisp, an executive officer and director of FES Ltd., and a son of Mr. Forbes, an executive officer and director of FES Ltd. Wolverine provided construction and site preparation services to certain customers of the Company. | ||||||
[8] | JITSU Services, LLC, or JITSU, is a financial leasing company owned by Janet Forbes and Mr. Crisp, an executive officer and director of FES Ltd. The Company previously leased ten vacuum trucks from JITSU. This lease was terminated November 2014. | ||||||
[9] | Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes, executive officers and directors of FES Ltd, and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. | ||||||
[10] | Texas Water Disposal Services, LLC, or TWDS, is partially owned by a brother of Mr. Crisp, an executive officer and director of FES Ltd. TWDS is a company that owns a salt water disposal well that has been used by the Company. | ||||||
[11] | 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. The lease with FCJ was terminated in July of 2015. | ||||||
[12] | Animas Holdings, LLC, or Animas, is owned by the two sons of Mr. Crisp and three children of Mr. and Ms. Forbes. Animas owns land and property that it leases to the Company. Messrs. Crisp and Forbes are executive officers and directors of FES Ltd. and Ms. Forbes served as a director of FES Ltd. until June 11, 2014. |
Commitments and Contingencies46
Commitments and Contingencies (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015USD ($)customer | Sep. 30, 2015USD ($)customer | Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
FDIC insurance coverage per depositor | $ 250,000 | $ 250,000 | |
Gain Contingencies [Line Items] | |||
Percentage of claims paid over threshold | 25.00% | ||
Threshold amount for additional premium payable percentage | $ 850,000 | ||
Maximum value of claims payable over threshold | 9,150,000 | ||
Auto Liability | |||
Gain Contingencies [Line Items] | |||
Self insurance basic coverage | 500,000 | ||
General Liability | |||
Gain Contingencies [Line Items] | |||
Self insurance basic coverage | 1,000,000 | ||
Employee Group Medical Plan | |||
Gain Contingencies [Line Items] | |||
Self insurance basic coverage | 300,000 | ||
Self insurance reserve | $ 6,000,000 | $ 6,000,000 | $ 5,800,000 |
Customer concentration risk | Consolidated revenues | Largest customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 18.40% | 17.00% | |
Customer concentration risk | Consolidated revenues | Five largest customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54.80% | 47.50% | |
Number of customers | customer | 5 | 5 | |
Customer concentration risk | Consolidated revenues | Ten largest customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 72.40% | 63.70% | |
Number of customers | customer | 10 | 10 | |
Customer concentration risk | Accounts receivable | Largest customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | ||
Customer concentration risk | Accounts receivable | Five largest customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 46.10% | ||
Number of customers | customer | 5 | 5 | |
Customer concentration risk | Accounts receivable | Ten largest customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 63.00% | ||
Number of customers | customer | 10 | 10 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Lease Payments October - December 2015 | $ 2,241 |
Lease payments 2016 | 4,533 |
Lease payments 2017 | 296 |
Lease payments 2018 | 0 |
Lease payments 2019 | $ 0 |
Supplemental Cash Flow Inform48
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash paid for | ||
Interest | $ 13,250 | $ 13,360 |
Income tax | 182 | 70 |
Supplemental schedule of non-cash investing and financing activities | ||
Changes in accounts payable related to capital expenditures | (1,519) | 7,737 |
Capital leases on equipment | 529 | 1,320 |
Preferred stock dividends and accretion costs | $ 31 | $ 31 |
Earnings per Share (Narrative)
Earnings per Share (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||
Stock options outstanding (in shares) | 614,125 | 1,148,625 | 614,125 | 1,148,625 |
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred shares outstanding (in shares) | 588,059 | 588,059 | 588,059 | |
Number of shares of common stock after conversion (in shares) | 9 | 9 | ||
Allocated earnings | $ 0 | $ 0 | ||
Total shares converted | 5,292,531 | 5,292,531 | ||
Percentage of cash dividend greater than cumulative basis | 5.00% |
Earnings per Share (Weighted an
Earnings per Share (Weighted and Diluted Weighted Average Number of Shares Outstanding Reconciliation) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Weighted average shares outstanding (in shares) | 22,156 | 21,799 | 22,024 | 21,718 |
Dilutive effect of stock options and restricted stock (in shares) | 0 | 0 | 0 | 0 |
Dilutive effect of preferred stock (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 22,156 | 21,799 | 22,024 | 21,718 |
Earnings per Share (Antidilutiv
Earnings per Share (Antidilutive Securities) (Narrative) (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | 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 (in shares) | 614,125 | 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 (in shares) | 1,494,828 | 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 (in shares) | 5,292,531 | 5,292,531 |
Earnings per Share (Computation
Earnings per Share (Computation of Basic and Diluted Earnings (Loss) per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted Average Number of Shares Outstanding, Basic and Diluted[Abstract] | ||||
Net loss | $ (13,510) | $ (1,543) | $ (26,692) | $ (4,330) |
Preferred stock dividends and accretion | (194) | (194) | (582) | (582) |
Net loss attributable to common shareholders | $ (13,704) | $ (1,737) | $ (27,274) | $ (4,912) |
Weighted average shares outstanding (in shares) | 22,156 | 21,799 | 22,024 | 21,718 |
Basic and diluted net loss per share (in usd per share) | $ (0.62) | $ (0.08) | $ (1.24) | $ (0.23) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, continuing operations | 30.50% | (27.70%) |
Pre-tax loss | $ 38.4 | |
Federal statutory income tax rate | 35.00% |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)electromagnetic_scan_truckworkover_rigtubing_testingswabbing_rigcoiled_tubing_spreadwell_servicing_rig | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)electromagnetic_scan_truckworkover_rigtubing_testingswabbing_rigcoiled_tubing_spreadwell_servicing_rigsegment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Number of well servicing rigs | well_servicing_rig | 173 | 173 | |||
Number of workover rigs | workover_rig | 159 | 159 | |||
Number of swabbing rigs | swabbing_rig | 14 | 14 | |||
Number of coiled tubing spreads | coiled_tubing_spread | 6 | 6 | |||
Number of tubing testing units | tubing_testing | 9 | 9 | |||
Number of electromagnetic scan trucks | electromagnetic_scan_truck | 4 | 4 | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating income (loss) | $ (11,218) | $ 4,902 | $ (17,720) | $ 15,219 | |
Depreciation and amortization | 13,722 | 13,810 | 41,644 | 40,616 | |
Total assets | 442,627 | 442,627 | $ 483,613 | ||
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
Operating income (loss) | (11,218) | 4,902 | (17,720) | 15,219 | |
General and administrative expense | 7,390 | 8,943 | 25,467 | 26,514 | |
Depreciation and amortization | 13,722 | 13,810 | 41,644 | 40,616 | |
Other income and expenses, net | (7,038) | (7,014) | (20,674) | (21,208) | |
Pre-tax loss | (18,256) | (2,112) | (38,394) | (5,989) | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | 442,627 | 442,627 | 483,613 | ||
Reportable segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating revenues | 55,557 | 114,466 | |||
Direct operating costs | 45,663 | 86,811 | |||
Operating income (loss) | 9,894 | 27,655 | 49,391 | 82,349 | |
Depreciation and amortization | 13,722 | 13,810 | |||
Capital expenditures | 748 | 10,064 | |||
Total assets | 1,136,953 | 1,115,959 | 1,136,953 | 1,115,959 | 1,132,856 |
Long lived assets | 289,338 | 327,331 | 289,338 | 327,331 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
Operating income (loss) | 9,894 | 27,655 | 49,391 | 82,349 | |
Depreciation and amortization | 13,722 | 13,810 | |||
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | 1,136,953 | 1,115,959 | 1,136,953 | 1,115,959 | 1,132,856 |
Reportable segments | Well Servicing | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating revenues | 35,390 | 73,940 | 125,606 | 213,389 | |
Direct operating costs | 28,186 | 53,795 | 93,796 | 160,244 | |
Operating income (loss) | 7,204 | 20,145 | 31,810 | 53,145 | |
Depreciation and amortization | 6,488 | 6,127 | 19,422 | 18,082 | |
Capital expenditures | 655 | 5,263 | 4,681 | 14,177 | |
Total assets | 662,457 | 629,575 | 662,457 | 629,575 | |
Long lived assets | 171,775 | 192,121 | 171,775 | 192,121 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
Operating income (loss) | 7,204 | 20,145 | 31,810 | 53,145 | |
Depreciation and amortization | 6,488 | 6,127 | 19,422 | 18,082 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | 662,457 | 629,575 | 662,457 | 629,575 | |
Reportable segments | Fluid Logistics | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating revenues | 20,167 | 40,526 | 77,094 | 124,163 | |
Direct operating costs | 17,477 | 33,016 | 59,513 | 94,959 | |
Operating income (loss) | 2,690 | 7,510 | 17,581 | 29,204 | |
Depreciation and amortization | 7,234 | 7,683 | 22,222 | 22,534 | |
Capital expenditures | 93 | 4,801 | 3,497 | 13,781 | |
Total assets | 474,496 | 486,384 | 474,496 | 486,384 | |
Long lived assets | 117,563 | 135,210 | 117,563 | 135,210 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
Operating income (loss) | 2,690 | 7,510 | 17,581 | 29,204 | |
Depreciation and amortization | 7,234 | 7,683 | 22,222 | 22,534 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | 474,496 | 486,384 | 474,496 | 486,384 | |
Reportable segments | Continuing Operations | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating revenues | 202,700 | 337,552 | |||
Direct operating costs | 153,309 | 255,203 | |||
Operating income (loss) | 49,391 | 82,349 | |||
Depreciation and amortization | 41,644 | 40,616 | |||
Capital expenditures | 8,178 | 27,958 | |||
Total assets | 1,136,953 | 1,115,959 | 1,136,953 | 1,115,959 | |
Long lived assets | 289,338 | 327,331 | 289,338 | 327,331 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
Operating income (loss) | 49,391 | 82,349 | |||
Depreciation and amortization | 41,644 | 40,616 | |||
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | 1,136,953 | 1,115,959 | 1,136,953 | 1,115,959 | |
Segment reconciling items | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 13,722 | 13,810 | 41,644 | 40,616 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||||
General and administrative expense | 7,390 | 8,943 | 25,467 | 26,514 | |
Depreciation and amortization | 13,722 | $ 13,810 | 41,644 | $ 40,616 | |
Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Total assets | (1,853,923) | (1,853,923) | (1,784,404) | ||
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | (1,853,923) | (1,853,923) | (1,784,404) | ||
Parent | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Total assets | 1,159,597 | 1,159,597 | 1,135,161 | ||
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||||
Assets | $ 1,159,597 | $ 1,159,597 | $ 1,135,161 |
Equity Securities (Narrative) (
Equity Securities (Narrative) (Details) $ / shares in Units, $ in Thousands | May. 28, 2010USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | May. 28, 2010CAD / shares |
Class of Stock [Line Items] | |||||||
Number of voting rights | 1 | 1 | |||||
Preferred stock dividends and accretion costs | $ 31 | $ 31 | |||||
Series B Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock authorized (in shares) | shares | 825,000 | ||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.01 | ||||||
Number of shares issued in private placement (shares) | shares | 580,800 | ||||||
Private placement price per share (in cad per share) | CAD / shares | CAD 26.37 | ||||||
Private placement, aggregate purchase price | $ 14,500 | ||||||
Exchange rate between USD and CAD | 1.0547 | ||||||
Private placement, net proceeds | $ 13,800 | ||||||
Closing fee | 300 | ||||||
Legal fees and other costs | $ 400 | ||||||
Redemption amount if Series B preferred stock is redeemed | $ 14,600 | $ 14,600 | $ 14,600 | ||||
Preferred stock dividend rate, percentage | 5.00% | ||||||
Preferred stock dividends and accretion costs | $ 200 | $ 600 | $ 200 | $ 600 |