Long-Term Debt | Long-Term Debt Debt at December 31, 2016 and 2015 , consisted of the following: December 31, 2016 2015 (in thousands) 9% Senior Notes, net of deferred financing costs of $2,338 and $3,273 as of December 31, 2016 and 2015, respectively $ 277,662 $ 276,727 Revolving credit facility 15,000 15,000 Third party equipment notes and capital leases 1,386 7,133 Insurance notes 5,124 6,181 299,172 305,041 Less: Current portion (298,932 ) $ (25,243 ) $ 240 $ 279,798 Aggregate maturities of long-term debt, excluding deferred financing costs, as of December 31, 2016 are as follows (in thousands): 2017 301,270 2018 240 2019 — 2020 — Total $ 301,510 9% Senior Notes On June 7, 2011, FES Ltd. issued $280.0 million in principal amount of 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. Pursuant to the indenture governing the 9% Senior Notes, or the Senior Indenture, no principal payments are scheduled until maturity. The 9% Senior Notes are guaranteed by FES LLC, CCF, TES, and FEI LLC, or collectively, the Guarantor Subs. 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 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 Senior Indenture. FES Ltd. has no independent assets or operations. There are no significant restrictions on FES Ltd.’s ability or the ability of any Guarantor Sub to obtain funds from its subsidiaries by means of a dividend or loan. FES Ltd. 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 Senior Indenture. FES Ltd. 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. FES Ltd. is required to make an offer to purchase 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. Prior to the Debt Instrument Defaults, as discussed below, the Company was permitted under the terms of the Senior Indenture to incur additional indebtedness in the future, provided that certain financial conditions set forth in the Senior Indenture are satisfied. The Company is subject to certain covenants contained in the Senior Indenture, including provisions that limit or restrict FES Ltd.'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 Senior Indenture and the Loan Agreement, 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 the Company's outstanding debt under its debt agreements becoming immediately due and payable. If this occurred, the Company might not be able to obtain waivers or secure alternative financing to satisfy all of its obligations simultaneously, which would adversely affect its business and operations. Details of two of the more significant restrictive covenants in the Senior Indenture are set forth below: • Limitation on the Incurrence of Additional Debt - In addition to certain indebtedness defined in the Senior Indenture as "Permitted Debt," which includes indebtedness under any credit facility not to exceed the greater of $75.0 million or 18% of the Company's Consolidated Tangible Assets (as defined in the Senior Indenture), the Company may only incur additional debt if the Fixed Charge Coverage Ratio (as defined in the Senior Indenture) for the most recently completed four full fiscal quarters is at least 2.0 to 1.0. • Limitation on Restricted Payments - Subject to certain limited exceptions, including specific permission to pay cash dividends on the Series B Preferred Stock up to $260,000 per quarter, the Company is prohibited from (i) declaring or paying dividends or other distributions on its equity securities (other than dividends or distributions payable in equity securities), (ii) purchasing or redeeming any of the Company's equity securities, (iii) making any payment on indebtedness contractually subordinated to the 9% Senior Notes, except a payment of interest or principal at the stated maturity thereof, or (iv) making any investment defined as a "Restricted Investment," unless, at the time of and after giving effect to such payment, the Company is not in default and the Company is able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio (as defined in the Senior Indenture). Further, the amount of such payment plus all other such payments made by the Company since the issuance of the 9% Senior Notes must be less than the aggregate of (a) 50% of Consolidated Net Income (as defined in the Senior Indenture) since the April 1, 2011 (or 100% , if such figure is a deficit), (b) 100% of the aggregate net cash proceeds from equity offerings since the issuance of the 9% Senior Notes, (c) if any Restricted Investments have been sold for cash, the proceeds from such sale (or the original cash investment if that amount is lower); and (d) 50% of any dividends received by the Company. The Company experienced the Debt Instrument Defaults under the Senior Indenture which would have resulted in all outstanding indebtedness due under the Senior Indenture immediately due and payable. However, pursuant to the Indenture Forbearance Agreement, the Supporting Noteholders agreed to forbear from exercising default remedies or accelerating any indebtedness under the Senior Indenture resulting from the Debts Instrument Defaults while they worked with the Debtors to reach an agreement on the Reorganization. Additionally, as discussed above, any efforts to enforce such payment obligations were automatically stayed as a result of the filing of the Petitions, and the creditors' rights of enforcement in respect of the Senior Indenture are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Moreover, on March 29, 2017, the Bankruptcy Court entered an order confirming the Plan and the Debtors expect the consummation of the Plan to become effective on or about April 13, 2017. On the effective date of the Plan, the 9% Senior Notes will be canceled and each holder of the 9% Senior Notes will receive such holder’s pro rata share of (i) $20 million in cash and (ii) 100% of the new common stock of reorganized FES Ltd., subject to dilution only as a result of the shares of new common of reorganized FES Ltd. issued or available for issuance in connection with the Management Incentive Plan. The amounts outstanding under the Senior Indenture are classified as current in the consolidated balance sheet for December 31, 2016 . Revolving Credit Facility On September 9, 2011, the Company entered into the Loan Agreement. Prior to the Loan Forbearance Agreement, the Loan Agreement provided for an asset based revolving credit facility with a maximum borrowing credit of $90.0 million , subject to borrowing base availability, any reserves established by the facility agent in its discretion, compliance with a fixed charge coverage ratio covenant if availability under the facility falls below certain thresholds and, for borrowings above $75.0 million , compliance with the debt incurrence covenant in the 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 the Company's Consolidated Tangible Assets (as defined in the Senior Indenture) reported for the last fiscal quarter for which financial statements are available. As of December 31, 2016 , 18% of the Company's Consolidated Tangible Assets was approximately $55.7 million . If the Company's availability under the credit facility dropped below 15% of our total borrowing credit (as described above), it is required to maintain a trailing four-quarter fixed charge coverage ratio of at least 1.1 to 1. Prior to the Loan Forbearance Agreement, under the Loan Agreement, the Company's borrowing base at any time was 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, the Company's 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. Subsequent to entering into and pursuant to the Loan Forbearance Agreement, the maximum borrowing credit under the Loan Agreement was reduced from $90 million to $30 million and the Lender is no longer obligated to make further advances under the Loan Agreement. Accordingly, as of December 31, 2016 , the borrowing base was $30.0 million . Furthermore, the Company's and borrowing availability under the Loan Agreement at December 31, 2016, was and remains uncertain because the Lender was and is not obligated to make any advances under the Loan Agreement. 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 December 31, 2016 , the facility had a revolving loan balance outstanding of $15.0 million and $9.0 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% . As a result of Debt Instrument Defaults that gave rise to the Loan Forbearance Agreement, the Company's effective interest rate as of December 31, 2016 was 4.75% , plus a 2.0% default rate. 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 the Company's assets. 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, reports 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 the Company's excess availability under the credit facility falls below the greater of $11.3 million or 15.0% of the Company's maximum credit under the facility for 60 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. 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 mentioned above, the Company experienced the Debt Instrument Defaults under the Senior Indenture and Loan Agreement. The Debt Instrument Defaults under the Senior Indenture and the Loan Agreement would have resulted in all outstanding indebtedness due under the Senior Indenture and the Loan Agreement becoming immediately due and payable. However, pursuant to the Indenture Forbearance Agreement and the Loan Forbearance Agreement, the Supporting Noteholders, Regions and the Lender agreed to forbear from exercising default remedies or accelerating any indebtedness under their respective debt instrument resulting from the Debt Instrument Defaults while they worked with the Debtors to reach an agreement on the Reorganization. Additionally, as discussed above, any efforts to enforce such payment obligations were automatically stayed as a result of the filing of the Petitions, and the creditors' rights of enforcement in respect of the Senior Indenture and the Loan Agreement are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Moreover, on March 29, 2017, the Bankruptcy Court entered an order confirming the Plan and the Debtors expect the consummation of the Plan to become effective on or about April 13, 2017. On the effective date of the Plan, the Loan Agreement will be terminated and the New Regions Facility will be entered into covering the outstanding letters of credit and Bank Product Obligations (as defined in the Loan Agreement) under the Loan Agreement and Regions, as sole new Lender, in full satisfaction and settlement of its claims against the Debtors, will (i) receive cash to satisfy all outstanding obligations with respect to the Revolving Advances (as defined in the Loan Agreement), including, without limitation, all outstanding Revolving Advances and all interest, fees, and other charges due and payable under the Loan Agreement relating to the Revolving Advances, and (ii) as to the Issuer and Bank Product Provider (as each term is defined in the Loan Agreement), continue to hold the cash pledged by Debtors to collateralize all outstanding letters of credit and Bank Product Obligations under the Loan Agreement that will be covered by the New Regions Facility. As of December 31, 2016, the Revolving Advances consisted of a $15.0 million advance against the credit facility, Bank Product Obligations consisted of $0.5 million for the Company's corporate credit card program, and we had $9.0 million in outstanding letters of credit. The amounts outstanding under the Loan Agreement are classified as current in the consolidated balance sheet as of December 31, 2016 . 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 December 31, 2016 and 2015 of approximately $1.4 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 January 2017 to July 2018. Interest accrues at rates ranging from 3.07% to 8.42% 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 $5.7 million , $5.6 million , and $5.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Following are required principal payments due on third party equipment notes and capital leases (other than the 9% Senior Notes and revolving credit facility) existing as of December 31, 2016 : 2017 2018 2019 2020 2021 and thereafter (in thousands) Third party equipment notes and capital lease principal payments $ 1,145 $ 240 $ — $ — $ — 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 12 - Commitments and Contingencies. Insurance Notes During 2016 and 2015, the Company entered into promissory notes for the payment of insurance premiums at interest rates of 2.87% and 3.35% respectively, with an aggregate principal amount outstanding as of December 31, 2016 and 2015, of approximately $5.1 million and $6.2 million , respectively. The amount outstanding could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. These notes are or were payable in twelve monthly installments with maturity dates of October 15, 2017 and October 15, 2016 , respectively. |