Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
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 | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding (in shares) | 22,214,855 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 77,763,000 | $ 74,611,000 |
Accounts receivable - trade, net of allowance for doubtful accounts of $1.5 million and $1.8 million as of March 31, 2016 and December 31, 2015, respectively | 18,613,000 | 26,486,000 |
Accounts receivable - other | 1,006,000 | 1,216,000 |
Prepaid expenses and other | 6,153,000 | 9,486,000 |
Total current assets | 103,535,000 | 111,799,000 |
Property and equipment, net | 265,209,000 | 277,029,000 |
Intangible assets, net | 18,716,000 | 19,431,000 |
Restricted cash | 0 | 51,000 |
Other assets | 721,518 | 844,000 |
Total assets | 388,182,000 | 409,154,000 |
Current liabilities | ||
Current portions of long-term debt | 22,820,000 | 25,243,000 |
Accounts payable - trade | 7,278,000 | 8,995,000 |
Accounts payable - related parties | 4,000 | 8,000 |
Accrued dividends | 61,000 | 61,000 |
Accrued interest payable | 7,643,000 | 1,401,000 |
Accrued expenses | 12,956,000 | 10,726,000 |
Total current liabilities | 50,762,000 | 46,434,000 |
Long-term debt, net of current portion | 279,101,000 | 279,798,000 |
Deferred tax liability | 948,000 | 899,000 |
Total liabilities | $ 330,811,000 | $ 327,131,000 |
Commitments and contingencies | ||
Temporary equity | ||
Series B senior convertible preferred shares, 588 shares outstanding at March 31, 2016 and December 31, 2015 | $ 14,654,000 | $ 14,644,000 |
Shareholders’ equity | ||
Common stock, $.04 par value, 112,500 shares authorized, 22,215 and 22,210 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 889,000 | 889,000 |
Additional paid-in capital | 194,059,000 | 194,253,000 |
Accumulated deficit | (152,231,000) | (127,763,000) |
Total shareholders’ equity | 42,717,000 | 67,379,000 |
Total liabilities and shareholders’ equity | $ 388,182,000 | $ 409,154,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 1.5 | $ 1.8 |
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) | 22,215,000 | 22,210,000 |
Common stock, shares outstanding (in shares) | 22,215,000 | 22,210,000 |
Series B Preferred Stock | ||
Convertible preferred shares outstanding (in shares) | 588,059 | 588,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Well servicing | $ 18,713 | $ 51,186 |
Fluid logistics | 13,218 | 33,147 |
Total revenues | 31,931 | 84,333 |
Expenses | ||
Well servicing | 16,720 | 36,374 |
Fluid logistics | 13,161 | 24,160 |
General and administrative | 6,056 | 9,280 |
Depreciation and amortization | 13,489 | 14,163 |
Total expenses | 49,426 | 83,977 |
Operating income (loss) | (17,495) | 356 |
Other income (expense) | ||
Interest income | 22 | 5 |
Interest expense | (6,946) | (6,870) |
Pre-tax loss | (24,419) | (6,509) |
Income tax expense (benefit) | 49 | (2,075) |
Net loss | (24,468) | (4,434) |
Preferred stock dividends | (194) | (194) |
Net loss attributable to common shareholders | $ (24,662) | $ (4,628) |
Loss per share of common stock | ||
Basic and diluted loss per share (in usd per share) | $ (1.11) | $ (0.21) |
Weighted average number of shares outstanding | ||
Basic and diluted (in shares) | 22,210 | 21,927 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) - 3 months ended Mar. 31, 2016 - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Shares | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance at Dec. 31, 2015 | $ 67,379 | $ 14,644 | $ 889 | $ 194,253 | $ (127,763) |
Beginning balance, shares (in shares) at Dec. 31, 2015 | 588 | 22,210 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (24,468) | (24,468) | |||
Common shares issued under stock plan: | |||||
Share - based compensation | 0 | 0 | |||
Share - based compensation (in shares) | 5 | ||||
Preferred shares dividends and accretion | (194) | $ 10 | (194) | ||
Ending balance at Mar. 31, 2016 | $ 42,717 | $ 14,654 | $ 889 | $ 194,059 | $ (152,231) |
Ending balance, shares (in shares) at Mar. 31, 2016 | 588 | 22,215 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (24,468) | $ (4,434) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 13,489 | 14,163 |
Share-based compensation | 70 | 119 |
Deferred tax expense (benefit) | 49 | (2,151) |
Loss (gain) on disposal of assets, net | 676 | (247) |
Bad debt expense | 643 | 421 |
Amortization of deferred financing cost | 355 | 365 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,440 | 20,867 |
Accounts receivable - related party | 0 | 282 |
Prepaid expenses and other assets | 1,032 | 126 |
Accounts payable - trade | (282) | (8,206) |
Accounts payable - related party | (4) | (71) |
Accrued expenses | 2,270 | (6,056) |
Accrued interest payable | 6,242 | 6,211 |
Net cash provided by operating activities | 7,512 | 21,389 |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 0 | 700 |
Purchases of property and equipment | (3,065) | (2,025) |
Change in restricted cash | 51 | 929 |
Net cash used in investing activities | (3,014) | (396) |
Cash flows from financing activities: | ||
Payments of debt | (1,052) | (1,423) |
Payment of tax withholding obligations related to restricted stock | (110) | (26) |
Dividends paid on Series B senior convertible preferred shares | (184) | (184) |
Net cash used in financing activities | (1,346) | (1,633) |
Net increase in cash and cash equivalents | 3,152 | 19,360 |
Cash and cash equivalents: | ||
Beginning of period | 74,611 | 34,918 |
End of period | $ 77,763 | $ 54,278 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2016 | |
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,” “we,” and “our” mean FES Ltd. and its direct and indirect subsidiaries, except as otherwise indicated. |
Risk and Uncertainties
Risk and Uncertainties | 3 Months Ended |
Mar. 31, 2016 | |
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 experienced in the level of operating and capital spending in the industry, decreases in oil and natural gas prices, and/or industry perception about future oil and natural gas prices has materially decreased the demand for our services, and has had an adverse effect on our financial position, results of operations and cash flows. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the consolidated financial statements. Interim Financial Information The unaudited condensed consolidated financial statements of the Company 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, 2015 . In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three months ended March 31, 2016 may not be indicative of results that will be realized for the full year ending December 31, 2016 . 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 March 2016, the Financial Accounting Standards Board issued ASU 2016-09, "Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payables in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. Impairment We continue to monitor facts and circumstances for asset impairment indicators for long-term assets as is more fully described under the impairment section in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015. We continue to conclude that no indicators are present for our long-term assets. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Our major classes of intangible assets subject to amortization consist of our customer relationships and trade names. The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the three months ended March 31, 2016 or 2015. Amortization expense is calculated using the straight-line method over the period indicated. Amortization expense for each of the three months ended March 31, 2016 and 2015 was $0.7 million . Estimated amortization expense for the years 2016 and 2017 is $2.9 million per year and is $2.7 million for the years 2018 through 2022. The weighted average amortization period remaining for intangible assets is 6.5 years. The following sets forth the identified intangible assets by major asset class: As of March 31, 2016 As of December 31, 2015 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 $ (17,543 ) $ 14,353 $ 31,896 $ (17,011 ) $ 14,885 Trade names 15 8,050 (4,427 ) 3,623 8,050 (4,293 ) 3,757 Other 10-15 2,375 (1,635 ) 740 2,375 (1,586 ) 789 $ 42,321 $ (23,605 ) $ 18,716 $ 42,321 $ (22,890 ) $ 19,431 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 (as discussed in the Restricted Stock Units paragraph below), there were 1,325,181 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 three months ended March 31, 2016 for options granted under the Company's 2008 Incentive Compensation Plan: Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2015 614,125 $ 6.80 4.87 years $ — Granted — Exercised — Forfeited/cancelled — — $ — Options outstanding at March 31, 2016 614,125 $ 6.80 4.62 years $ — Vested and expected to vest at March 31, 2016 614,125 $ 6.80 4.62 years $ — Exercisable at March 31, 2016 614,125 $ 6.80 4.62 years $ — During the three months ended March 31, 2016 and 2015, the Company recorded no expenses for share-based compensation expense related to stock options as all outstanding options are fully vested. There was no share-based compensation expense capitalized for each of the three months ended March 31, 2016 and 2015 . As of March 31, 2016 , there was no unrecognized share-based compensation expense for stock options. Restricted Stock Units The following table presents a summary of restricted stock unit grant activity for the three month period ended March 31, 2016 : Equity Based Liability Based Total Number of Units Grant Date Average Fair Value Per Unit Outstanding at December 31, 2015 118,779 1,239,545 1,358,324 $ 1.70 Granted — — — — Vested — (579,141 ) (579,141 ) 1.96 Forfeited — — — — Nonvested at March 31, 2016 118,779 660,404 779,183 $ 1.50 In the three months ended March 31, 2016 and 2015, participants utilized a net withholding exercise method, in which restricted stock units were withheld to cover payroll withholding tax. After giving effect to tax withholdings, the cumulative net shares issued to the participants were 4,500 and 140,349 out of 579,141 and 253,867 vested shares of restricted stock units for the three months ended March 31, 2016 and 2015, respectively. There were 307,738 and zero shares settled in cash for the quarter ended March 31, 2016 and 2015, respectively. There were 266,903 and 113,416 shares surrendered for payroll withholding tax for the three months ended March 31, 2015 and 2016, 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 three months ended March 31, 2016 and 2015 was $0.1 million . Share-based compensation expense for the restricted stock units granted for each of the three months ended March 31, 2016 and 2015 was $0.1 million . The remaining share-based compensation expense of $0.5 million related to restricted stock units granted will be recognized over a weighted-average period of 1.77 years. The following table summarizes the Company's share-based compensation expense for equity awards and liability awards (in thousands): Three months ended March 31, 2016 2015 Awards classified as equity: Restricted stock unit expense $ — $ 113 Stock option expense — — Awards classified as liability: Restricted stock unit expense 70 6 Total share-based compensation expense $ 70 $ 119 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: Estimated Life in Years March 31, December 31, (in thousands) Well servicing equipment 9-15 years $ 412,352 $ 413,543 Autos and trucks 5-10 years 128,528 126,994 Disposal wells 5-15 years 38,421 38,426 Building and improvements 5-30 years 14,107 14,107 Furniture and fixtures 3-15 years 6,604 6,573 Land 1,524 1,524 601,536 601,167 Accumulated depreciation (336,327 ) (324,138 ) $ 265,209 $ 277,029 Depreciation expense was $12.8 million for the three months ended March 31, 2016 and $13.5 million for the three months ended March 31, 2015 . |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, (in thousands) 9% senior notes, net of deferred financing costs of $3.0 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively $ 276,961 $ 276,727 Revolving credit facility 15,000 15,000 Third party equipment notes and capital leases 6,081 7,133 Insurance notes 3,879 6,181 301,921 305,041 Less: Current portion (22,820 ) (25,243 ) $ 279,101 $ 279,798 9% Senior Notes On June 7, 2011, FES Ltd. issued $ 280.0 million in principal amount of 9% senior notes due 2019 , or 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 domestic subsidiaries, or the Guarantor Subs, of the Company, which include Forbes Energy Services, LLC, or FES LLC, C.C. Forbes, LLC, or CCF, TX Energy Services, LLC, or TES, and Forbes Energy International, LLC, or 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 governing the 9% Senior Notes, or the 9% Senior 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 9% Senior Indenture. The Company 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 Company 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 Company 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 Company 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 Company is subject to certain covenants contained in the 9% Senior Indenture, including provisions that limit or restrict the Company'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 FES Ltd.'s 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 March 31, 2016 . As a result of the adoption of ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” on January 1, 2016, the Company recorded debt issuance costs of $3.0 million and retroactively recorded debt issuance costs of $3.3 million as a reduction in the carrying amount of the related 9% Senior Notes of $280.0 million for the quarter ended March 31, 2016 and for the year ended December 31, 2015, respectively. Revolving Credit Facility On September 9, 2011, the Company entered into a loan and security agreement with certain lenders and Regions Bank, as agent for the secured parties, or the Agent. 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 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 March 31, 2016 , 18% of our Consolidated Tangible Assets was approximately $66.5 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 the 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 March 31, 2016 , the borrowing base was $90.0 million , limited to $75.0 million as noted above, resulting in a borrowing availability of $49.3 million . As amended, the loan and security agreement has a stated maturity of July 26, 2018. In June 2015, FES LLC borrowed $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 March 31, 2016 , the facility had a revolving loan balance outstanding of $15.0 million and $10.7 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 March 31, 2016 was 2.5% . 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. The Company is 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. The Company is also responsible for certain other administrative fees and expenses. FES LLC, FEI LLC, TES, and CCF are the named 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, the Company is required to use the net proceeds from certain events, including certain judgments, tax refunds or insurance awards to repay outstanding loans, however, the named borrowers may reborrow following such repayments if the conditions to borrowing are met. The loan and security agreement contains customary covenants for an asset-based credit facility, which include (i) restrictions on certain mergers, consolidations and sales of assets; (ii) restrictions on the creation or existence of liens; (iii) restrictions on making certain investments; (iv) restrictions on the incurrence or existence of indebtedness; (v) restrictions on transactions with affiliates; (vi) requirements to deliver financial statements, report and notices to the Agent and (vii) a springing requirement to maintain a consolidated Fixed Charge Coverage Ratio (which is defined in the loan and security agreement) of 1.1 : 1.0 in the event that our excess availability under the credit facility falls below the greater of $11.3 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 March 31, 2016 , the Company was in compliance with all applicable covenants in the loan and security agreement. Third Party Equipment Notes and Capital Leases The Company financed the purchase of certain vehicles and equipment through commercial loans and capital leases with aggregate principal amounts outstanding as of March 31, 2016 and December 31, 2015 of approximately $6.1 million and $7.1 million , respectively. These loans are repayable in a range of 42 to 60 monthly installments with the maturity dates ranging from July 2016 to July 2018 . Interest accrues at rates ranging from 3.1% to 8.4% and is payable monthly. The loans are collateralized by equipment purchased with the proceeds of such loans. The Company paid total principal payments of approximately $1.1 million and $1.4 million for three months ended March 31, 2016 and 2015 , respectively. Following are required principal payments due on notes and capital leases (other than the 9% Senior Notes) existing as of March 31, 2016 : 2016 2017 2018 2019 2020 and thereafter (in thousands) Notes and capital lease principal payments $ 3,010 $ 2,827 $ 244 $ — $ — Management currently acquires all light duty trucks (pickup 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 2015, the Company entered into promissory notes for the payment of insurance premiums at an interest rate of 3.4% with an aggregate principal amount outstanding as of March 31, 2016 and December 31, 2015 of approximately $3.9 million and $6.2 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 | 3 Months Ended |
Mar. 31, 2016 | |
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). March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) 9.0% Senior Notes $ 276,961 $ 115,631 $ 276,727 $ 130,062 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 March 31, 2016 and December 31, 2015 , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company enters into transactions with related parties in the normal course of conducting business. The following tables represent related party transactions. As of March 31, December 31, 2015 (in thousands) Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 1,211 $ 1,132 Balance at Brush Country Bank (2) 430 485 Related parties payable: Dorsal Services, Inc. (3) 2 2 Tasco Tool Service Ltd. (4) 2 2 Texas Quality Gate Guard Services, LLC (5) — 4 $ 4 $ 8 As of Three months ended March 31, 2016 2015 (in thousands) Related parties capital expenditures: Alice Environmental West Texas, LLC (6) $ — $ 455 $ — $ 455 Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (6) $ 298 $ 576 Dorsal Services, Inc. (3) — 25 Tasco Tool Service Ltd. (4) 7 67 FCJ Management, LLC (7) — 9 Texas Quality Gate Guard Services, LLC (5) 45 53 Animas Holdings, LLC (8) 40 76 CJW Group, LLC (9) 9 9 $ 399 $ 815 There were no related party receivables as of March 31, 2016 and December 31, 2015 and no revenues from related parties for the quarters ended March 31, 2016 and 2015. (1) The Company has a deposit relationship with Texas Champion Bank. Travis Burris, one of the directors of the Company, is the President, Chief Executive Officer, and director of Texas Champion Bank. John E. Crisp, or Mr. Crisp, an executive officer and director of the Company, serves on the board of directors of Texas Champion Bank. (2) Mr. Crisp and Charles C. Forbes, Jr., or Mr. Forbes, are directors and shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. Mr. Forbes is an executive officer and director of the Company. (3) Dorsal Services, Inc., or Dorsal Services, is a trucking service company. Mr. Crisp is a partial owner of Dorsal Services. The Company uses Dorsal Services from time to time. (4) Tasco Tool Services, Inc., or Tasco, is a down-hole tool company that is partially owned and managed by a company that is partially owned by Mr. Forbes. Tasco rents and sells tools to the Company from time to time. (5) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes, and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. (6) Messrs. Crisp and Forbes 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 formerly leased aircraft from AES. During January 2015, the Company purchased land from AEWT for an additional operating location. The aircraft leases were terminated during the third quarter of 2015. (7) FCJ Management, LLC, or FCJ, is an entity that leases land and facilities to the Company and is partially owned by Messrs. Crisp and Forbes. The lease with FCJ was terminated during the third quarter of 2015. (8) Animas Holdings, LLC, or Animas, is owned by the two sons of Mr. Crisp and three children of Mr. Forbes. Animas owns land and property that it leases to the Company. (9) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Messrs. Crisp and Forbes. From time to time, vendors of the Company factor their receivables from the Company and direct that the Company make payment of such factored amounts directly to the applicable factor. One such factor to whom payments have been made by the Company is SB Factoring LLC which is owned in part by each of Mr. Crisp and Mr. Forbes. The nature of these transactions does not result in recording in the Company’s financial records any revenue, any expense or any receivable and does not result in any payable distinct in amount from the amount payable to such vendors as originally incurred. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 , the Company's largest customer, five largest customers, and ten largest customers constituted 23.7% , 60.2% , and 76.7% 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 March 31, 2016 , the Company's largest customer, five largest customers, and ten largest customers constituted 17.6% , 54.4% , and 73.4% of accounts receivable, respectively. 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 $1.0 million in claims under each of its insurance policies for auto liability, general liability, and workers' compensation. The Company has an additional premium payable under its excess liability policy of 25% of paid claims in excess of $0.8 million up to total claims of $9.3 million . Such additional premium will become payable at the time a loss is paid and will be payable over a period agreed by insurers. The Company has accrued liabilities totaling $7.7 million and $7.3 million as of March 31, 2016 and December 31, 2015 , 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 The Company is often party to certain transactions that constitute 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. The Company's off-balance sheet arrangements include $10.7 million in letters of credit and operating leases for equipment, that are summarized in the table below. Following are future lease payments on operating leases existing as of March 31, 2016 : 2016 2017 2018 2019 2020 and thereafter (in thousands) Lease payments $ 3,992 $ 1,718 $ 691 $ 351 $ 2,796 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three months ended March 31, 2016 2015 (in thousands) Cash paid for Interest $ 147 $ 294 Income tax 25 — Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ (1,485 ) $ 1,363 Capital leases on equipment 50 $ 605 Preferred stock dividends and accretion costs 10 10 |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings (loss) per share, or 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 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 March 31, 2016 and March 31, 2015 , 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, or 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 Stock 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 Stock 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 March 31, 2016 and 2015 since there was a net loss for those periods and, thus, 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 March 31, 2016 2015 (in thousands) Weighted average shares outstanding 22,210 21,927 Dilutive effect of stock options and restricted stock — — Dilutive effect of preferred stock — — Diluted weighted average shares outstanding 22,210 21,927 There were 614,125 stock options, 779,183 units of unvested restricted stock, and 5,292,531 shares of common stock equivalents underlying the Series B Preferred Stock outstanding as of March 31, 2016 that were not included in the calculation of diluted EPS for the three months ended March 31, 2016 because their effect would have been antidilutive. There were 1,148,625 stock options, 383,628 units of unvested restricted stock, and 5,292,531 shares of common stock equivalents underlying the Series B Preferred Stock outstanding as of March 31, 2015 that were not included in the calculation of diluted EPS for the three months ending March 31, 2015 because their effect would have been antidilutive. The following table sets forth the computation of basic and diluted loss per share: Three months ended March 31, 2016 2015 (in thousands, except per share amounts) Basic and diluted: Net loss $ (24,468 ) $ (4,434 ) Preferred stock dividends and accretion (194 ) (194 ) Net loss attributable to common shareholders $ (24,662 ) $ (4,628 ) Weighted-average common shares 22,210 21,927 Basic and diluted net loss per share $ (1.11 ) $ (0.21 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the three months ended March 31, 2016 was (0.2)% based on pre-tax loss of $24.4 million . The Company's effective tax rate for the three months ended March 31, 2015 was 31.9% based on a pre-tax loss of $6.5 million . The difference between the effective rate and 35.0% statutory rate is mainly due to Texas Margins Tax, non-deductible expenses, and the application of a valuation allowance in 2016. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company 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 March 31, 2016 , our well servicing segment utilized our fleet of 173 well servicing rigs, which was comprised of 159 workover rigs and 14 swabbing rigs, six coiled tubing spreads, and other 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 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 months ended March 31, 2016 and March 31, 2015 : Three months ended March 31, Well Servicing Fluid Logistics Consolidated 2016 (in thousands) Operating revenues $ 18,713 $ 13,218 $ 31,931 Direct operating costs 16,720 13,161 29,881 Segment operating profits $ 1,993 $ 57 $ 2,050 Depreciation and amortization $ 6,676 $ 6,813 $ 13,489 Capital expenditures (1) 193 1,437 1,630 Total assets 615,449 465,242 1,080,691 Long-lived assets 158,257 106,952 265,209 2015 Operating revenues $ 51,186 $ 33,147 $ 84,333 Direct operating costs 36,374 24,160 60,534 Segment operating profits $ 14,812 $ 8,987 $ 23,799 Depreciation and amortization $ 6,541 $ 7,622 $ 14,163 Capital expenditures (1) 3,304 689 3,993 Total assets 650,747 482,113 1,132,860 Long-lived assets 185,439 127,315 312,754 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including capital leases and fixed assets recorded in accounts payable at year-end. Three months ended March 31, 2016 2015 Reconciliation of the Company Operating Income (Loss) As Reported: (in thousands) Segment operating profits $ 2,050 $ 23,799 General and administrative expense 6,056 9,280 Depreciation and amortization 13,489 14,163 Operating income (loss) (17,495 ) 356 Other income and expenses, net (6,924 ) (6,865 ) Pre-tax loss $ (24,419 ) $ (6,509 ) March 31, 2016 December 31, 2015 Reconciliation of the Company Assets As Reported: (in thousands) Total reportable segments $ 1,080,691 $ 1,133,607 Elimination of internal transactions (1,863,582 ) (1,894,434 ) Parent 1,171,073 1,169,981 Total assets $ 388,182 $ 409,154 |
Equity Securities
Equity Securities | 3 Months Ended |
Mar. 31, 2016 | |
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 - Temporary Equity 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. On September 1, 2010, the Company paid a dividend in kind by issuing 7,259 shares of Series B Preferred Stock. 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 March 31, 2016 and December 31, 2015 , the redemption amount applicable at each date would have been approximately $ 14.7 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 each of the three months ended March 31, 2016 and 2015 was $0.2 million . The Company has paid all required quarterly dividends on the Series B Preferred Stock through February 29, 2016. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the consolidated financial statements. |
Interim Financial Information | Interim Financial Information The unaudited condensed consolidated financial statements of the Company 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, 2015 . In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three months ended March 31, 2016 may not be indicative of results that will be realized for the full year ending December 31, 2016 . 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 March 2016, the Financial Accounting Standards Board issued ASU 2016-09, "Compensation - Stock Compensation - Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payables in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
Impairment | Impairment We continue to monitor facts and circumstances for asset impairment indicators for long-term assets as is more fully described under the impairment section in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015. We continue to conclude that no indicators are present for our long-term assets. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The following sets forth the identified intangible assets by major asset class: As of March 31, 2016 As of December 31, 2015 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 $ (17,543 ) $ 14,353 $ 31,896 $ (17,011 ) $ 14,885 Trade names 15 8,050 (4,427 ) 3,623 8,050 (4,293 ) 3,757 Other 10-15 2,375 (1,635 ) 740 2,375 (1,586 ) 789 $ 42,321 $ (23,605 ) $ 18,716 $ 42,321 $ (22,890 ) $ 19,431 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 three months ended March 31, 2016 for options granted under the Company's 2008 Incentive Compensation Plan: Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2015 614,125 $ 6.80 4.87 years $ — Granted — Exercised — Forfeited/cancelled — — $ — Options outstanding at March 31, 2016 614,125 $ 6.80 4.62 years $ — Vested and expected to vest at March 31, 2016 614,125 $ 6.80 4.62 years $ — Exercisable at March 31, 2016 614,125 $ 6.80 4.62 years $ — |
Summary of Restricted Stock Unit Grant Activity | The following table presents a summary of restricted stock unit grant activity for the three month period ended March 31, 2016 : Equity Based Liability Based Total Number of Units Grant Date Average Fair Value Per Unit Outstanding at December 31, 2015 118,779 1,239,545 1,358,324 $ 1.70 Granted — — — — Vested — (579,141 ) (579,141 ) 1.96 Forfeited — — — — Nonvested at March 31, 2016 118,779 660,404 779,183 $ 1.50 |
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 March 31, 2016 2015 Awards classified as equity: Restricted stock unit expense $ — $ 113 Stock option expense — — Awards classified as liability: Restricted stock unit expense 70 6 Total share-based compensation expense $ 70 $ 119 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: Estimated Life in Years March 31, December 31, (in thousands) Well servicing equipment 9-15 years $ 412,352 $ 413,543 Autos and trucks 5-10 years 128,528 126,994 Disposal wells 5-15 years 38,421 38,426 Building and improvements 5-30 years 14,107 14,107 Furniture and fixtures 3-15 years 6,604 6,573 Land 1,524 1,524 601,536 601,167 Accumulated depreciation (336,327 ) (324,138 ) $ 265,209 $ 277,029 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt at March 31, 2016 and December 31, 2015 consisted of the following: March 31, December 31, (in thousands) 9% senior notes, net of deferred financing costs of $3.0 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively $ 276,961 $ 276,727 Revolving credit facility 15,000 15,000 Third party equipment notes and capital leases 6,081 7,133 Insurance notes 3,879 6,181 301,921 305,041 Less: Current portion (22,820 ) (25,243 ) $ 279,101 $ 279,798 |
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 March 31, 2016 : 2016 2017 2018 2019 2020 and thereafter (in thousands) Notes and capital lease principal payments $ 3,010 $ 2,827 $ 244 $ — $ — |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of the Carrying Amounts and Estimated Fair Values of Financial Instruments | March 31, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) 9.0% Senior Notes $ 276,961 $ 115,631 $ 276,727 $ 130,062 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables represent related party transactions. As of March 31, December 31, 2015 (in thousands) Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 1,211 $ 1,132 Balance at Brush Country Bank (2) 430 485 Related parties payable: Dorsal Services, Inc. (3) 2 2 Tasco Tool Service Ltd. (4) 2 2 Texas Quality Gate Guard Services, LLC (5) — 4 $ 4 $ 8 As of Three months ended March 31, 2016 2015 (in thousands) Related parties capital expenditures: Alice Environmental West Texas, LLC (6) $ — $ 455 $ — $ 455 Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holding LLC (6) $ 298 $ 576 Dorsal Services, Inc. (3) — 25 Tasco Tool Service Ltd. (4) 7 67 FCJ Management, LLC (7) — 9 Texas Quality Gate Guard Services, LLC (5) 45 53 Animas Holdings, LLC (8) 40 76 CJW Group, LLC (9) 9 9 $ 399 $ 815 There were no related party receivables as of March 31, 2016 and December 31, 2015 and no revenues from related parties for the quarters ended March 31, 2016 and 2015. (1) The Company has a deposit relationship with Texas Champion Bank. Travis Burris, one of the directors of the Company, is the President, Chief Executive Officer, and director of Texas Champion Bank. John E. Crisp, or Mr. Crisp, an executive officer and director of the Company, serves on the board of directors of Texas Champion Bank. (2) Mr. Crisp and Charles C. Forbes, Jr., or Mr. Forbes, are directors and shareholders of Brush Country Bank, an institution with which the Company conducts business and has deposits. Mr. Forbes is an executive officer and director of the Company. (3) Dorsal Services, Inc., or Dorsal Services, is a trucking service company. Mr. Crisp is a partial owner of Dorsal Services. The Company uses Dorsal Services from time to time. (4) Tasco Tool Services, Inc., or Tasco, is a down-hole tool company that is partially owned and managed by a company that is partially owned by Mr. Forbes. Tasco rents and sells tools to the Company from time to time. (5) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity owned by Messrs. Crisp and Forbes, and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. (6) Messrs. Crisp and Forbes 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 formerly leased aircraft from AES. During January 2015, the Company purchased land from AEWT for an additional operating location. The aircraft leases were terminated during the third quarter of 2015. (7) FCJ Management, LLC, or FCJ, is an entity that leases land and facilities to the Company and is partially owned by Messrs. Crisp and Forbes. The lease with FCJ was terminated during the third quarter of 2015. (8) Animas Holdings, LLC, or Animas, is owned by the two sons of Mr. Crisp and three children of Mr. Forbes. Animas owns land and property that it leases to the Company. (9) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Messrs. Crisp and Forbes. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 : 2016 2017 2018 2019 2020 and thereafter (in thousands) Lease payments $ 3,992 $ 1,718 $ 691 $ 351 $ 2,796 |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Three months ended March 31, 2016 2015 (in thousands) Cash paid for Interest $ 147 $ 294 Income tax 25 — Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ (1,485 ) $ 1,363 Capital leases on equipment 50 $ 605 Preferred stock dividends and accretion costs 10 10 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 (in thousands) Weighted average shares outstanding 22,210 21,927 Dilutive effect of stock options and restricted stock — — Dilutive effect of preferred stock — — Diluted weighted average shares outstanding 22,210 21,927 |
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 March 31, 2016 2015 (in thousands, except per share amounts) Basic and diluted: Net loss $ (24,468 ) $ (4,434 ) Preferred stock dividends and accretion (194 ) (194 ) Net loss attributable to common shareholders $ (24,662 ) $ (4,628 ) Weighted-average common shares 22,210 21,927 Basic and diluted net loss per share $ (1.11 ) $ (0.21 ) |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and March 31, 2015 : Three months ended March 31, Well Servicing Fluid Logistics Consolidated 2016 (in thousands) Operating revenues $ 18,713 $ 13,218 $ 31,931 Direct operating costs 16,720 13,161 29,881 Segment operating profits $ 1,993 $ 57 $ 2,050 Depreciation and amortization $ 6,676 $ 6,813 $ 13,489 Capital expenditures (1) 193 1,437 1,630 Total assets 615,449 465,242 1,080,691 Long-lived assets 158,257 106,952 265,209 2015 Operating revenues $ 51,186 $ 33,147 $ 84,333 Direct operating costs 36,374 24,160 60,534 Segment operating profits $ 14,812 $ 8,987 $ 23,799 Depreciation and amortization $ 6,541 $ 7,622 $ 14,163 Capital expenditures (1) 3,304 689 3,993 Total assets 650,747 482,113 1,132,860 Long-lived assets 185,439 127,315 312,754 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including capital leases and fixed assets recorded in accounts payable at year-end. Three months ended March 31, 2016 2015 Reconciliation of the Company Operating Income (Loss) As Reported: (in thousands) Segment operating profits $ 2,050 $ 23,799 General and administrative expense 6,056 9,280 Depreciation and amortization 13,489 14,163 Operating income (loss) (17,495 ) 356 Other income and expenses, net (6,924 ) (6,865 ) Pre-tax loss $ (24,419 ) $ (6,509 ) March 31, 2016 December 31, 2015 Reconciliation of the Company Assets As Reported: (in thousands) Total reportable segments $ 1,080,691 $ 1,133,607 Elimination of internal transactions (1,863,582 ) (1,894,434 ) Parent 1,171,073 1,169,981 Total assets $ 388,182 $ 409,154 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets by Major Asset Class) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Intangible Assets | ||
Gross Carrying Value | $ 42,321 | $ 42,321 |
Accumulated Amortization | (23,605) | (22,890) |
Net Book Value | $ 18,716 | $ 19,431 |
Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 31,896 | $ 31,896 |
Accumulated Amortization | (17,543) | (17,011) |
Net Book Value | $ 14,353 | $ 14,885 |
Trade names | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 8,050 | $ 8,050 |
Accumulated Amortization | (4,427) | (4,293) |
Net Book Value | 3,623 | 3,757 |
Other | ||
Intangible Assets | ||
Gross Carrying Value | 2,375 | 2,375 |
Accumulated Amortization | (1,635) | (1,586) |
Net Book Value | $ 740 | $ 789 |
Minimum | Other | ||
Intangible Assets | ||
Useful Life (years) | 10 years | |
Maximum | Other | ||
Intangible Assets | ||
Useful Life (years) | 15 years |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expenses | $ 0.7 |
2,016 | 2.9 |
2,017 | 2.9 |
2,018 | 2.7 |
2,019 | 2.7 |
2,020 | 2.7 |
2,021 | 2.7 |
2,022 | $ 2.7 |
Amortization period (in years) | 6 years 6 months |
Share-Based Compensation (Stock
Share-Based Compensation (Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, shares, beginning balance | 614,125 | |
Granted, shares | 0 | |
Exercised, shares | 0 | |
Forfeited/cancelled, shares | 0 | |
Options outstanding, shares, ending balance | 614,125 | 614,125 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options outstanding, weighted average exercise price, beginning balance (in usd per share) | $ 6.80 | |
Forfeited/cancelled, weighted average exercise price (in usd per share) | 0 | |
Options outstanding, weighted average exercise price, ending balance (in usd per share) | $ 6.80 | $ 6.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, weighted average remaining contractual term (in years) | 4 years 7 months 15 days | 4 years 10 months 13 days |
Options outstanding, aggregate intrinsic value | $ 0 | $ 0 |
Forfeited, aggregate intrinsic value (in usd per share) | $ 0 | |
Vested and expected to vest, 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 (in years) | 4 years 7 months 15 days | |
Vested and expected to vest, aggregate intrinsic value | $ 0 | |
Exercisable, shares | 614,125 | |
Exercisable, weighted average exercise price (in usd per share) | $ 6.80 | |
Exercisable, weighted average remaining contractual term (in years) | 4 years 7 months 15 days | |
Exercisable, aggregate intrinsic value | $ 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 0 | |
Stock-based compensation expense | $ 70,000 | $ 119,000 |
Number of shares settled in cash | 307,738 | 0 |
Payment of tax withholding obligations related to restricted stock | $ 110,000 | $ 26,000 |
2012 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future grants, shares | 1,325,181 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0 | 0 |
Capitalized share-based compensation expense | 0 | 0 |
Unrecognized stock-based compensation costs, stock options | $ 0 | |
Stock Options | 2012 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 0 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 100,000 | $ 100,000 |
Cumulative net shares issued to the participants, shares | 4,500 | 140,349 |
Restricted stock, shares subject to netting for tax withholdings, vested shares | 579,141 | 253,867 |
Shares surrendered for payroll withholding tax, shares | 113,416 | 266,903 |
Payment of tax withholding obligations related to restricted stock | $ 100,000 | |
Remaining compensation expense | $ 500,000 | |
Average period compensation expense is recognized (in years) | 1 year 9 months 7 days |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Units) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Equity Based | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, shares, beginning balance | 118,779 |
Granted, shares | 0 |
Vested, shares | 0 |
Forfeited, shares | 0 |
Nonvested, shares, ending balance | 118,779 |
Liability Based | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, shares, beginning balance | 1,239,545 |
Granted, shares | 0 |
Vested, shares | (579,141) |
Forfeited, shares | 0 |
Nonvested, shares, ending balance | 660,404 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, shares, beginning balance | 1,358,324 |
Granted, shares | 0 |
Vested, shares | (579,141) |
Forfeited, shares | 0 |
Nonvested, shares, ending balance | 779,183 |
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 | $ 1.70 |
Granted, weighed average exercise price (in usd per share) | $ / shares | 0 |
Vested, weighed average exercise price (in usd per share) | $ / shares | 1.96 |
Forfeited, weighed average exercise price (in usd per share) | $ / shares | 0 |
Nonvested, weighted average exercise price, ending balance (in usd per share) | $ / shares | $ 1.50 |
Share-Based Compensation (Equit
Share-Based Compensation (Equity and Liability Stock-Based Compensation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity and liability stock-based compensation expense | $ 70 | $ 119 |
Equity Based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity and liability stock-based compensation expense | 0 | 113 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity and liability stock-based compensation expense | 0 | 0 |
Liability Based | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity and liability stock-based compensation expense | $ 70 | $ 6 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Summary of Property and equipment | |||
Property and equipment, gross | $ 601,536 | $ 601,167 | |
Accumulated depreciation | (336,327) | (324,138) | |
Property and equipment, net | 265,209 | 277,029 | |
Depreciation expense | 12,800 | $ 13,500 | |
Well servicing equipment | |||
Summary of Property and equipment | |||
Property and equipment, gross | $ 412,352 | $ 413,543 | |
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 | 9 years | 9 years | |
Autos and trucks | |||
Summary of Property and equipment | |||
Property and equipment, gross | $ 128,528 | $ 126,994 | |
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 | $ 38,421 | $ 38,426 | |
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 | |
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 | $ 6,604 | $ 6,573 | |
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 |
Long-Term Debt (Long-Term Debt)
Long-Term Debt (Long-Term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instruments [Abstract] | ||
Long-term debt and capital lease obligations | $ 301,921 | $ 305,041 |
Less: Current portion | (22,820) | (25,243) |
Long-term debt and capital lease obligations, noncurrent | 279,101 | 279,798 |
Senior notes | 9% senior notes, net of deferred financing costs of $3.0 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively | ||
Debt Instruments [Abstract] | ||
Long-term debt and capital lease obligations | 276,961 | 276,727 |
Third party equipment notes and capital leases | ||
Debt Instruments [Abstract] | ||
Long-term debt and capital lease obligations | 6,081 | 7,133 |
Insurance notes | ||
Debt Instruments [Abstract] | ||
Long-term debt and capital lease obligations | 3,879 | 6,181 |
Revolving Credit Facility | Line of Credit | ||
Debt Instruments [Abstract] | ||
Long-term debt and capital lease obligations | $ 15,000 | $ 15,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 3 Months Ended | |||||
Mar. 31, 2016USD ($)installment | Mar. 31, 2015USD ($) | Jan. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2015 | Jun. 07, 2011USD ($) | |
Debt Instrument [Line Items] | ||||||
Non-Guarantor subsidiaries ownership percentage | 100.00% | |||||
Debt issuance costs | $ 3,000,000 | |||||
Debt and capital lease obligations | $ 301,921,000 | $ 305,041,000 | ||||
Senior notes | 9% senior notes, net of deferred financing costs of $3.0 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 280,000,000 | $ 280,000,000 | $ 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% | |||||
Percentage of principal amount, plus accrued and unpaid interest, following certain asset sales | 100.00% | |||||
Debt and capital lease obligations | $ 276,961,000 | $ 276,727,000 | ||||
Third party equipment notes and capital leases | ||||||
Debt Instrument [Line Items] | ||||||
Debt and capital lease obligations | 6,081,000 | 7,133,000 | ||||
Debt instrument, principal payments made | 1,100,000 | $ 1,400,000 | ||||
Insurance notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt and capital lease obligations | $ 3,879,000 | 6,181,000 | ||||
Insurance notes | Insurance Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, stated interest rate | 3.35% | |||||
Minimum | Third party equipment notes and capital leases | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, number of installments | installment | 42 | |||||
Debt instrument, effective interest rate | 3.07% | |||||
Maximum | Third party equipment notes and capital leases | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, number of installments | installment | 60 | |||||
Debt instrument, effective interest rate | 8.42% | |||||
Long-term Debt | Accounting Standards Update 2015-03 | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 3,300,000 | $ 3,300,000 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Facility) (Narrative) (Details) - USD ($) | Sep. 09, 2011 | Mar. 31, 2016 | Sep. 08, 2011 |
Line of Credit Facility [Line Items] | |||
Revolving balance outstanding | $ 15,000,000 | ||
Letters of credit outstanding | 10,700,000 | ||
Number of consecutive days | 60 days | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | $ 90,000,000 | $ 90,000,000 |
Percentage of consolidated tangible assets | 18.00% | 18.00% | |
18% of our consolidated tangible net assets | $ 66,500,000 | ||
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 | $ 49,300,000 | ||
Interest rate | 2.50% | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | ||
Consolidated fixed charge coverage ratio | 110.00% | ||
Customary covenants for asset based credit facility | $ 11,250,000 | ||
Percentage of maximum credit under the facility | 15.00% | ||
Minimum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, letter of credit, principal borrowing fees Percentage | 2.25% | ||
Maximum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, letter of credit, principal borrowing fees Percentage | 2.75% | ||
LIBOR | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, description of variable rate basis | LIBOR | ||
LIBOR | Minimum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% | ||
LIBOR | Maximum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.50% | ||
Prime Rate | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, description of variable rate basis | prime rate | ||
Prime Rate | Minimum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% | ||
Prime Rate | Maximum | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | ||
Overnight Federal Funds Rate | Revolving Credit Facility | |||
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% | ||
One Month LIBOR | Revolving Credit Facility | |||
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 P
Long-Term Debt (Capital Lease Payment Schedule) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 3,010 |
2,017 | 2,827 |
2,018 | 244 |
2,019 | 0 |
2020 and thereafter | $ 0 |
Fair Value of Financial Instr44
Fair Value of Financial Instruments (Details) - Senior notes - 9% senior notes, net of deferred financing costs of $3.0 million and $3.3 million as of March 31, 2016 and December 31, 2015, respectively - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 07, 2011 |
Summary of the carrying amounts and estimated fair values of financial instruments | |||
Debt instrument, stated interest rate | 9.00% | 9.00% | 9.00% |
Carrying Amount | |||
Summary of the carrying amounts and estimated fair values of financial instruments | |||
9.0% Senior Notes | $ 276,961 | $ 276,727 | |
Fair Value | |||
Summary of the carrying amounts and estimated fair values of financial instruments | |||
9.0% Senior Notes | $ 115,631 | $ 130,062 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Related parties payable: | $ 4 | $ 8 | |
Related parties capital expenditures: | 0 | $ 455 | |
Related parties expense activity: | 399 | 815 | |
Due from Related Parties, Current | 4 | 8 | |
Texas Champion Bank | |||
Related Party Transaction [Line Items] | |||
Related parties cash and cash equivalents balances: | 1,211 | 1,132 | |
Brush Country Bank | |||
Related Party Transaction [Line Items] | |||
Related parties cash and cash equivalents balances: | 430 | 485 | |
Dorsal Services | |||
Related Party Transaction [Line Items] | |||
Related parties payable: | 2 | 2 | |
Related parties expense activity: | 0 | 25 | |
Tasco Tool Services | |||
Related Party Transaction [Line Items] | |||
Related parties payable: | 2 | 2 | |
Related parties expense activity: | 7 | 67 | |
Texas Quality Gate Guard Services | |||
Related Party Transaction [Line Items] | |||
Related parties payable: | 0 | $ 4 | |
Related parties expense activity: | 45 | 53 | |
Alice Environmental West Texas, LLC | |||
Related Party Transaction [Line Items] | |||
Related parties capital expenditures: | 0 | 455 | |
AES | |||
Related Party Transaction [Line Items] | |||
Related parties expense activity: | 298 | 576 | |
FCJ | |||
Related Party Transaction [Line Items] | |||
Related parties expense activity: | 0 | 9 | |
Animas Holdings | |||
Related Party Transaction [Line Items] | |||
Related parties expense activity: | 40 | 76 | |
CJW Group, LLC | |||
Related Party Transaction [Line Items] | |||
Related parties expense activity: | $ 9 | $ 9 |
Commitments and Contingencies46
Commitments and Contingencies (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($)customer | Dec. 31, 2015USD ($) | |
Concentration Risk [Line Items] | ||
FDIC insurance coverage per depositor | $ 250,000 | |
Gain Contingencies [Line Items] | ||
Percentage of claims paid over threshold | 25.00% | |
Threshold amount for additional premium payable percentage | $ 800,000 | |
Maximum value of claims payable over threshold | 9,300,000 | |
Letters of credit | 10,700,000 | |
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 | $ 7,700,000 | $ 7,300,000 |
Customer concentration risk | Consolidated revenues | Largest customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 23.70% | |
Customer concentration risk | Consolidated revenues | Five largest customers | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 60.20% | |
Customer concentration risk | Consolidated revenues | Ten largest customers | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 76.70% | |
Customer concentration risk | Accounts receivable | Largest customer | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.60% | |
Customer concentration risk | Accounts receivable | Five largest customers | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 54.40% | |
Number of customers | customer | 5 | |
Customer concentration risk | Accounts receivable | Ten largest customers | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 73.40% | |
Number of customers | customer | 10 |
Commitments and Contingencies O
Commitments and Contingencies Operating Leases (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 3,992 |
2,017 | 1,718 |
2,018 | 691 |
2,019 | 351 |
2020 and thereafter | $ 2,796 |
Supplemental Cash Flow Inform48
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash paid for | ||
Interest | $ 147 | $ 294 |
Income tax | 25 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Changes in accounts payable related to capital expenditures | (1,485) | 1,363 |
Capital leases on equipment | 50 | 605 |
Preferred stock dividends and accretion costs | $ 10 | $ 10 |
Earnings per Share (Narrative)
Earnings per Share (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Stock options outstanding (in shares) | 614,125 | 1,148,625 | 614,125 |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Convertible preferred shares outstanding (in shares) | 588,059 | 588,059 | 588,000 |
Number of shares of common stock after conversion (in shares) | 9 | ||
Total shares converted | 5,292,531 | ||
Percentage of cash dividend greater than cumulative basis | 5.00% | ||
Allocated earnings | $ 0 | $ 0 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted average shares outstanding (in shares) | 22,210 | 21,927 |
Dilutive effect of stock options and restricted stock (in shares) | 0 | 0 |
Dilutive effect of preferred stock (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 22,210 | 21,927 |
Earnings per Share (Antidilutiv
Earnings per Share (Antidilutive Securities) (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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) | 779,183 | 383,628 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted Average Number of Shares Outstanding, Basic and Diluted[Abstract] | ||
Net loss | $ (24,468) | $ (4,434) |
Preferred stock dividends and accretion | (194) | (194) |
Net loss attributable to common shareholders | $ (24,662) | $ (4,628) |
Weighted average shares outstanding (in shares) | 22,210 | 21,927 |
Basic and diluted net loss per share (in usd per share) | $ (1.11) | $ (0.21) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, continuing operations | (0.20%) | 31.90% |
Pre-tax income (loss) | $ (24.4) | $ (6.5) |
Federal statutory income tax rate | 35.00% |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)workover_rigswabbing_rigcoiled_tubing_spreadwell_servicing_rigsegment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Number of well servicing rigs | well_servicing_rig | 173 | ||
Number of workover rigs | workover_rig | 159 | ||
Number of swabbing rigs | swabbing_rig | 14 | ||
Number of coiled tubing spreads | coiled_tubing_spread | 6 | ||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Operating income (loss) | $ (17,495) | $ 356 | |
Depreciation and amortization | 13,489 | 14,163 | |
Total assets | 388,182 | $ 409,154 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||
Operating income (loss) | (17,495) | 356 | |
General and administrative expense | 6,056 | 9,280 | |
Depreciation and amortization | 13,489 | 14,163 | |
Other income and expenses, net | (6,924) | (6,865) | |
Pre-tax loss | (24,419) | (6,509) | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | 388,182 | 409,154 | |
Reportable segments | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Operating revenues | 31,931 | 84,333 | |
Direct operating costs | 29,881 | 60,534 | |
Operating income (loss) | 2,050 | 23,799 | |
Depreciation and amortization | 13,489 | 14,163 | |
Capital expenditures (1) | 1,630 | 3,993 | |
Total assets | 1,080,691 | 1,132,860 | 1,133,607 |
Long lived assets | 265,209 | 312,754 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||
Operating income (loss) | 2,050 | 23,799 | |
Depreciation and amortization | 13,489 | 14,163 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | 1,080,691 | 1,132,860 | 1,133,607 |
Reportable segments | Well Servicing | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Operating revenues | 18,713 | 51,186 | |
Direct operating costs | 16,720 | 36,374 | |
Operating income (loss) | 1,993 | 14,812 | |
Depreciation and amortization | 6,676 | 6,541 | |
Capital expenditures (1) | 193 | 3,304 | |
Total assets | 615,449 | 650,747 | |
Long lived assets | 158,257 | 185,439 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||
Operating income (loss) | 1,993 | 14,812 | |
Depreciation and amortization | 6,676 | 6,541 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | 615,449 | 650,747 | |
Reportable segments | Fluid Logistics | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Operating revenues | 13,218 | 33,147 | |
Direct operating costs | 13,161 | 24,160 | |
Operating income (loss) | 57 | 8,987 | |
Depreciation and amortization | 6,813 | 7,622 | |
Capital expenditures (1) | 1,437 | 689 | |
Total assets | 465,242 | 482,113 | |
Long lived assets | 106,952 | 127,315 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||
Operating income (loss) | 57 | 8,987 | |
Depreciation and amortization | 6,813 | 7,622 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | 465,242 | 482,113 | |
Segment reconciling items | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Depreciation and amortization | 13,489 | 14,163 | |
Segment Reporting Information, Additional Elements for Bank Presentation [Abstract] | |||
General and administrative expense | 6,056 | 9,280 | |
Depreciation and amortization | 13,489 | $ 14,163 | |
Elimination of internal transactions | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Total assets | (1,863,582) | (1,894,434) | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | (1,863,582) | (1,894,434) | |
Parent | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||
Total assets | 1,171,073 | 1,169,981 | |
Segment Reporting, Other Significant Reconciling Item, Consolidated [Abstract] | |||
Assets | $ 1,171,073 | $ 1,169,981 |
Equity Securities (Narrative) (
Equity Securities (Narrative) (Details) $ / shares in Units, $ in Thousands | Sep. 01, 2010shares | May. 28, 2010USD ($) | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | May. 28, 2010CAD / shares | May. 28, 2010USD ($)shares |
Class of Stock [Line Items] | |||||||
Number of voting rights | 1 | ||||||
Preferred stock dividends and accretion costs | $ 10 | $ 10 | |||||
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 | ||||||
Dividend in kind, shares | shares | 7,259 | ||||||
Redemption amount if Series B preferred stock is redeemed | $ 14,700 | $ 14,700 | |||||
Preferred stock dividend rate, percentage | 5.00% | ||||||
Preferred stock dividends and accretion costs | $ 200 | $ 200 |