Long-Term Debt | Long-Term Debt Long-term debt at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, (in thousands) 9% senior notes, net of deferred financing costs of $2.8 million and $3.3 million as of June 30, 2016 and December 31, 2015 respectively $ 277,194 $ 276,727 Revolving credit facility 15,000 15,000 Third party equipment notes and capital leases 5,001 7,133 Insurance notes 1,558 6,181 298,753 305,041 Less: Current portion (297,491 ) (25,243 ) $ 1,262 $ 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. 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 $2.8 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 as of June 30, 2016 and December 31, 2015 , respectively. On June 15, 2016, the Company elected not to make the $12.6 million semi-annual interest payment due on that date on the 9% Senior Notes. On July 15, 2016, the Company and the Guarantor Subs entered into a forbearance agreement with certain holders of the 9% Senior Notes. See further discussion contained herein. As a result of not making the interest payment and the forbearance agreement, the amounts outstanding of the 9% Senior Notes are classified as current in the condensed consolidated balance sheet. Revolving Credit Facility On September 9, 2011, the Company entered into the Loan Agreement. The Loan 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 June 30, 2016 , 18% of our Consolidated Tangible Assets was approximately $62.6 million . Under the Loan 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 servicing 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 amended, the Loan Agreement has a stated maturity of July 26, 2018. In June 2015, FES LLC borrowed $15.0 million under the facility. As of June 30, 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. Absent the effect of the event of default resulting from the non-payment of interest due on June15, 2016 on the 9% Senior Notes and the related Loan Forbearance Agreement, the borrowing availability under the facility would be $49.3 million . Under cross default provisions in the Loan Agreement, an event of default under the 9% Senior Notes constitutes an event of default under the Loan Agreement. As of July 15, 2016, the Company entered into a loan forbearance agreement. See further discussion below. In connection with the Loan Forbearance Agreement discussed below, during the forbearance period the lenders are not obligated to make further advances to the Company under the Loan Agreement. As a result of these matters, amounts outstanding under the Loan Agreement are classified as current in the condensed consolidated balance sheet. 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 June 30, 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 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 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 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 Agreement also contains customary representations and warranties and event of default provisions. Forbearance Agreements On June 15, 2016, the Company elected not to make the $12.6 million semi-annual interest payment due on that date on the 9% Senior Notes. The 9% Senior Indenture provides that the failure to make such interest payment constitutes an event of default after a 30 -day cure period. The Company has not paid the interest payment. Accordingly, an event of default under the 9% Senior Indenture occurred, which gives the trustee or the holders of at least 25% of principal amount of 9% Senior Notes the option to declare all the 9% Senior Notes due and payable immediately. Additionally, such failure to make the interest payment within the 30-day cure period also constituted an event of default under the Loan Agreement which allows the Agent to declare the Company’s obligations under the Loan Agreement immediately due and payable and to exercise the Agent’s and the lenders’ other rights under the Loan Agreement. On July 15, 2016, the Company and Guarantor Subs entered into the Indenture Forbearance Agreement. Pursuant to the Indenture Forbearance Agreement, the Forbearing Holders have agreed to forbear, during the Indenture Forbearance Period, from exercising default remedies or accelerating any indebtedness under the 9% Senior Indenture resulting from the Company’s failure to make its semi-annual interest payment due on June 15, 2016 on the 9% Senior Notes. The Indenture Forbearance Period will expire on the earlier to occur of (i) 11:59 p.m. prevailing Central Time on September 16, 2016 and (ii) certain other specified events under the terms of the Indenture Forbearance Agreement. Additionally, on July 15, 2016, FES Ltd. and the Guarantor Subs, entered into the Loan Forbearance Agreement. Pursuant to the Loan Forbearance Agreement, the Loan Forbearing Parties have agreed to forbear, during the Loan Forbearance Period, from exercising default remedies or accelerating any indebtedness under the Loan Agreement resulting from the Company’s failure to make its semi-annual interest payment due on June 15, 2016 on the 9% Senior Notes. The Loan Forbearance Period will expire on the earlier to occur of (i) 5:01 p.m. prevailing Dallas, Texas time on October 14, 2016 and (ii) certain other specified events under the terms of the Loan Forbearance Agreement. In connection with the Loan Forbearance Agreement, the Company is required to maintain cash on deposit of no less than $17.5 million with Agent, and the lenders under the Loan Agreement are not obligated to make additional advances. The Company and the Guarantor Subs entered into the Forbearance Agreements, to provide the Company and the Guarantor Subs with time to continue discussions with the Forbearing Holders and the Loan Forbearing Parties with respect to a proposed capital restructuring of the Company. As previously disclosed, the Company has engaged financial and legal advisors to assist it in evaluating potential strategic alternatives. There can be no assurance that the Company and the Guarantor Subs will reach any agreement with any of the Forbearing Holders and the Loan Forbearing Parties on a capital restructuring of the Company by the end of the Indenture Forbearance Period or Loan Forbearance Period, as applicable, if at all, or that the Forbearance Agreements or the Indenture Forbearance Period or the Loan Forbearance Period will be extended. Failure to reach an agreement with the Forbearing Holders and the Loan Forbearing Parties prior to the expiration of the Indenture Forbearance Agreement and the Loan Forbearance Agreement would allow the trustee or the holders of the 9% Senior Notes or the lenders to accelerate the 9% Senior Notes and the loans or seek other remedies, which would jeopardize the Company’s ability to continue its current operations. If the lenders accelerate the maturity of the Company’s debt, the Company will not have sufficient cash on hand or borrowing capacity to satisfy the obligations, and may not be able to pay its debts or refinance it on acceptable terms. 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 June 30, 2016 and December 31, 2015 of approximately $5.0 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 the three months ended June 30, 2016 and 2015 , respectively, and $2.1 and $2.8 for the six months ended June 30, 2016 and 2015 , respectively. Following are required principal payments due on notes and capital leases (other than the 9% Senior Notes) existing as of June 30, 2016 : July - December 2016 2017 2018 2019 2020 and thereafter (in thousands) Notes and capital lease principal payments $ 1,935 $ 2,822 $ 244 $ — $ — Management has historically acquired 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 June 30, 2016 and December 31, 2015 of approximately $1.6 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. |