Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
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 | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding (in shares) | 5,249,997 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Successor | ||
Current assets | ||
Cash and cash equivalents | $ 16,139 | |
Cash - restricted | 33,979 | |
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 19,756 | |
Accounts receivable - other | 714 | |
Prepaid expenses and other current assets | 5,290 | |
Total current assets | 75,878 | |
Property and equipment, net | 117,941 | |
Intangible assets, net | 12,446 | |
Other assets | 2,295 | |
Total assets | 208,560 | |
Current liabilities | ||
Current portions of long-term debt | 1,456 | |
Accounts payable - trade | 11,244 | |
Accounts payable - related parties | 0 | |
Accrued interest payable | 145 | |
Accrued expenses | 8,291 | |
Total current liabilities | 21,136 | |
Long-term debt, net of current portion | 46,447 | |
Deferred tax liability | 347 | |
Total liabilities | 67,930 | |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity (deficit) | ||
Common stock | 53 | |
Additional paid-in capital | 147,578 | |
Accumulated deficit | (7,001) | |
Total stockholders’ equity (deficit) | 140,630 | |
Total liabilities, temporary equity and stockholders’ equity (deficit) | $ 208,560 | |
Predecessor | ||
Current assets | ||
Cash and cash equivalents | $ 20,437 | |
Cash - restricted | 27,563 | |
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 16,962 | |
Accounts receivable - other | 290 | |
Prepaid expenses and other current assets | 8,778 | |
Total current assets | 74,030 | |
Property and equipment, net | 233,362 | |
Intangible assets, net | 3,220 | |
Other assets | 2,269 | |
Total assets | 312,881 | |
Current liabilities | ||
Current portions of long-term debt | 298,932 | |
Accounts payable - trade | 4,505 | |
Accounts payable - related parties | 18 | |
Accrued interest payable | 26,578 | |
Accrued expenses | 8,740 | |
Total current liabilities | 338,773 | |
Long-term debt, net of current portion | 240 | |
Deferred tax liability | 1,096 | |
Total liabilities | 340,109 | |
Commitments and contingencies (Note 10) | ||
Temporary equity | ||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | 15,298 | |
Stockholders’ equity (deficit) | ||
Common stock | 889 | |
Additional paid-in capital | 193,477 | |
Accumulated deficit | (236,892) | |
Total stockholders’ equity (deficit) | (42,526) | |
Total liabilities, temporary equity and stockholders’ equity (deficit) | $ 312,881 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Successor | ||
Allowance for doubtful accounts | $ 1.7 | |
Common stock, par value (in usd per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 40,000,000 | |
Common stock, shares issued (in shares) | 5,250,000 | |
Common stock, shares outstanding (in shares) | 5,250,000 | |
Predecessor | ||
Allowance for doubtful accounts | $ 1.4 | |
Convertible preferred shares outstanding (in shares) | 588,000 | |
Common stock, par value (in usd per share) | $ 0.04 | |
Common stock, shares authorized (in shares) | 112,500,000 | |
Common stock, shares outstanding (in shares) | 22,215,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2016 |
Successor | |||||
Revenues | |||||
Well servicing | $ 18,139 | ||||
Fluid logistics | 9,711 | ||||
Total revenues | 27,850 | ||||
Expenses | |||||
Well servicing | 13,814 | ||||
Fluid logistics | 9,053 | ||||
General and administrative | 3,130 | ||||
Depreciation and amortization | 5,681 | ||||
Impairment of assets | 0 | ||||
Total expenses | 31,678 | ||||
Operating loss | (3,828) | ||||
Other income (expense) | |||||
Interest income | 6 | ||||
Interest expense | (1,897) | ||||
Gain (loss) on reorganization items, net | (1,299) | ||||
Pre-tax income (loss) | (7,018) | ||||
Income tax benefit | (17) | ||||
Net income (loss) | (7,001) | ||||
Preferred stock dividends | 0 | ||||
Net income (loss) attributable to common stockholders | $ (7,001) | ||||
Income (loss) per share of common stock | |||||
Basic and diluted income (loss) per share (in usd per share) | $ (1.33) | ||||
Weighted average number of shares outstanding | |||||
Basic and diluted (in shares) | 5,250 | ||||
Predecessor | |||||
Revenues | |||||
Well servicing | $ 16,796 | $ 35,509 | |||
Fluid logistics | 11,615 | 24,833 | |||
Total revenues | $ 3,718 | $ 30,765 | 28,411 | 60,342 | |
Expenses | |||||
Well servicing | 15,668 | 32,388 | |||
Fluid logistics | 10,931 | 24,092 | |||
General and administrative | 500 | 5,012 | 5,420 | 11,476 | |
Depreciation and amortization | 1,533 | 13,601 | 13,670 | 27,159 | |
Impairment of assets | 0 | 0 | 14,512 | 14,512 | |
Total expenses | 5,106 | 45,772 | 60,201 | 109,627 | |
Operating loss | (1,388) | (15,007) | (31,790) | (49,285) | |
Other income (expense) | |||||
Interest income | 0 | 13 | 7 | 29 | |
Interest expense | (40) | (2,254) | (6,912) | (13,858) | |
Gain (loss) on reorganization items, net | 51,090 | 44,503 | 0 | ||
Pre-tax income (loss) | 49,662 | 27,255 | (38,695) | (63,114) | |
Income tax benefit | (4) | 27 | (9) | 40 | |
Net income (loss) | 49,666 | 27,228 | (38,686) | (63,154) | |
Preferred stock dividends | 0 | (46) | (194) | (388) | |
Net income (loss) attributable to common stockholders | $ 49,666 | $ 27,182 | $ (38,880) | $ (63,542) | |
Income (loss) per share of common stock | |||||
Basic and diluted income (loss) per share (in usd per share) | $ 1.81 | $ 0.99 | $ (1.75) | $ (2.86) | |
Weighted average number of shares outstanding | |||||
Basic and diluted (in shares) | 27,508 | 27,508 | 22,214 | 22,213 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 12, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2016 |
Predecessor | ||||
Contractual interest subject to compromise | $ 40 | $ 2,254 | $ 6,912 | $ 13,858 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (Predecessor) at Dec. 31, 2016 | $ (42,526) | $ 15,298 | $ 889 | $ 193,477 | $ (236,892) |
Beginning balance (in shares) (Predecessor) at Dec. 31, 2016 | 588 | 22,215 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | Predecessor | 27,228 | ||||
Net income (loss) | Successor | 27,228 | ||||
Preferred stock dividends and accretion | Predecessor | (46) | $ 46 | (46) | ||
Ending balance (Predecessor) at Apr. 12, 2017 | (15,344) | 15,344 | $ 889 | 193,431 | (209,664) |
Ending balance (Successor) at Apr. 12, 2017 | 0 | $ 0 | $ 0 | 0 | 0 |
Ending balance (in shares) (Predecessor) at Apr. 12, 2017 | 588 | 22,215 | |||
Ending balance (in shares) (Successor) at Apr. 12, 2017 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cancellation of temporary equity and predecessor permanent equity | Predecessor | 15,344 | $ (15,344) | $ (889) | (193,431) | 209,664 |
Cancellation of predecessor equity (in shares) | Predecessor | (588) | (22,215) | |||
Issuance of Successor common stock (in shares) | Successor | 5,250 | ||||
Issuance of Successor common stock | Successor | 147,631 | $ 53 | 147,578 | ||
Net income (loss) | Successor | (7,001) | (7,001) | |||
Ending balance (Successor) at Jun. 30, 2017 | $ 140,630 | $ 53 | $ 147,578 | $ (7,001) | |
Ending balance (in shares) (Successor) at Jun. 30, 2017 | 5,250 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | |
Cash flows from financing activities: | |||
Payments for capital leases | $ (2,100) | ||
Successor | |||
Cash flows from operating activities: | |||
Net income (loss) | $ (7,001) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 5,681 | ||
Share-based compensation | 0 | ||
Reorganization items (non-cash) | 0 | ||
Deferred tax (benefit) expense | (17) | ||
(Gain) loss on disposal of assets | 0 | ||
Impairment of assets | 0 | ||
Bad debt expense | 217 | ||
Amortization of debt discount | 398 | ||
Interest paid in kind | 768 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (2,520) | ||
Prepaid expenses and other assets | (49) | ||
Other assets | (129) | ||
Accounts payable - trade | 131 | ||
Accounts payable - related parties | (20) | ||
Accrued expenses | (782) | ||
Accrued interest payable | 63 | ||
Net cash provided by (used in) operating activities | (3,260) | ||
Cash flows from investing activities: | |||
Proceeds from sale of property and equipment | 839 | ||
Purchases of property and equipment | (1,015) | ||
Change in restricted cash | 0 | ||
Net cash provided by (used in) investing activities | (176) | ||
Cash flows from financing activities: | |||
Change in restricted cash | 0 | ||
Payments for capital leases | (285) | ||
Payments for debt issuance costs | 0 | ||
Payment of Prior Senior Notes | 0 | ||
Repayment of Prior Loan Agreement | 0 | ||
Proceeds from New Loan Agreement | 0 | ||
Payment of tax withholding obligations related to restricted stock | 0 | ||
Dividends paid on Predecessor Series B senior convertible preferred shares | 0 | ||
Net cash provided by (used in) financing activities | (285) | ||
Net decrease in cash and cash equivalents | (3,721) | ||
Cash and cash equivalents: | |||
Beginning of period | 19,860 | ||
End of period | 16,139 | $ 19,860 | |
Predecessor | |||
Cash flows from operating activities: | |||
Net income (loss) | 27,228 | (63,154) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 13,601 | 27,159 | |
Share-based compensation | 0 | 127 | |
Reorganization items (non-cash) | (51,166) | 0 | |
Deferred tax (benefit) expense | (47) | 49 | |
(Gain) loss on disposal of assets | (950) | 582 | |
Impairment of assets | 0 | 14,512 | |
Bad debt expense | 1 | 520 | |
Amortization of debt discount | 234 | 711 | |
Interest paid in kind | 0 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (916) | 10,527 | |
Prepaid expenses and other assets | (851) | (1,717) | |
Other assets | 103 | 0 | |
Accounts payable - trade | 6,608 | (1,127) | |
Accounts payable - related parties | 2 | (6) | |
Accrued expenses | 324 | 1,507 | |
Accrued interest payable | 1,575 | 12,559 | |
Net cash provided by (used in) operating activities | (4,254) | 2,249 | |
Cash flows from investing activities: | |||
Proceeds from sale of property and equipment | 937 | 249 | |
Purchases of property and equipment | (400) | (6,237) | |
Change in restricted cash | 0 | 51 | |
Net cash provided by (used in) investing activities | 537 | (5,937) | |
Cash flows from financing activities: | |||
Change in restricted cash | (6,416) | 0 | |
Payments for capital leases | (444) | (2,120) | |
Payments for debt issuance costs | (5,000) | 0 | |
Payment of Prior Senior Notes | (20,000) | 0 | |
Repayment of Prior Loan Agreement | (15,000) | 0 | |
Proceeds from New Loan Agreement | 50,000 | 0 | |
Payment of tax withholding obligations related to restricted stock | 0 | (115) | |
Dividends paid on Predecessor Series B senior convertible preferred shares | 0 | (61) | |
Net cash provided by (used in) financing activities | 3,140 | (2,296) | |
Net decrease in cash and cash equivalents | (577) | (5,984) | |
Cash and cash equivalents: | |||
Beginning of period | $ 19,860 | 20,437 | 74,611 |
End of period | $ 19,860 | $ 68,627 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2017 | |
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. The Company's operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with an additional location in Pennsylvania. The Company believes that its 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 its customers' wells. 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. Chapter 11 Proceedings On January 22, 2017, FES Ltd. and its domestic subsidiaries, or collectively, the Debtors, filed voluntary petitions, or the Bankruptcy Petitions, for reorganization under chapter 11 of the United States Bankruptcy Code, or the Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of Texas-Corpus Christi Division, or the Bankruptcy Court, pursuant to the terms of a restructuring support agreement that contemplated the reorganization of the Debtors pursuant to a prepackaged plan of reorganization, as amended and supplemented, the Plan. On March 29, 2017, the Bankruptcy Court entered an order confirming the Plan. On April 13, 2017, or the Effective Date, the Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 cases. Effect of the Bankruptcy Proceedings During the bankruptcy proceedings, the Debtors conducted normal business activities and were authorized to pay certain vendor payments, wage payments and tax payments in the ordinary course. In addition, subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors or their property to recover, collect, or secure a prepetition claim. For example, the Bankruptcy Petitions prohibited lenders or note holders from pursuing claims for defaults under the Debtors’ debt agreements during the pendency of the chapter 11 cases. The Plan Under the Plan, which was approved by the Bankruptcy Court and became effective on the Effective Date,: • FES Ltd. converted from a Texas corporation to a Delaware corporation; • All prior equity interests (which included FES Ltd.’s prior common stock, par value $0.04 per share, or the Old Common Stock, FES Ltd.’s prior preferred stock, awards under FES Ltd.’s prior incentive compensation plans, or the Prior Compensation Plans, and the preferred stock purchase rights under the rights agreement dated as of May 19, 2008 as subsequently amended on July 8, 2013, or the Rights Agreement, between FES Ltd. and CIBC Mellon Trust Company, as rights agent) in FES Ltd. were extinguished without recovery; • FES Ltd. created a new class of common stock, par value $0.01 per share, or the New Common Stock; • Approximately $280 million in principal amount of FES Ltd.'s prior 9% senior notes due 2019, or the Prior Senior Notes, plus accrued interest of $28.1 million were canceled and each holder of the Prior Senior Notes received such holder’s pro rata share of (i) $20.0 million in cash and (ii) 100% of the New Common Stock, subject to dilution only as a result of the shares of New Common Stock issued or available for issuance in connection with a management incentive plan, or the Management Incentive Plan. A total of 5,249,997 shares of New Common Stock was issued to the holders of the Prior Senior Notes; • The Debtors entered into the New Loan Agreement (see Note 6 - Long-Term Debt), with certain financial institutions party thereto from time to time as lenders, or the Lenders, and Wilmington Trust, National Association, as agent for the Lenders; • FES Ltd. adopted the Management Incentive Plan, which provides for the issuance of equity-based awards with respect to, in the aggregate, up to 750,000 shares of New Common Stock; • The Debtors’ loan and security agreement governing their revolving credit facility dated as of September 9, 2011 as subsequently amended, or the Prior Loan Agreement, with Regions Bank, or Regions, as the sole lender party thereto, or the Lender, was terminated and a new letter of credit facility was entered into with Regions, or the New Regions Letters of Credit Facility, which covers letters of credit and credit card program. Regions continues to hold the cash pledged to support the New Regions Letters of Credit Facility in the amount of $10.1 million as of August 14, 2017; • The Debtors paid off the outstanding principal balance of $15 million plus outstanding interest and fees under the Prior Loan Agreement, and the Prior Loan Agreement was terminated in accordance with the Plan; • Holders of allowed creditor claims, aside from holders of the Prior Senior Notes, received, on account of such claims, either payment in full in cash or otherwise had their rights reinstated; and • FES Ltd. entered into a registration rights agreement with certain of its stockholders to provide registration rights with respect to the New Common Stock. Fresh Start Accounting Upon emergence from bankruptcy, the Company adopted fresh start accounting in accordance with the provisions of Accounting Standards Codification, or ASC, 852, “Reorganizations,” or ASC 852, as (i) the holders of Old Common Stock received none of the New Common Stock issued upon the Debtors' emergence from bankruptcy and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting from and after the Effective Date. Fresh start accounting required the Company to present its assets, liabilities and equity as if it were a new entity upon emergence from bankruptcy, with no beginning retained earnings or deficit as of the fresh start reporting date. The cancellation of the Old Common Stock and the issuance of the New Common Stock on the Effective Date caused a change of control of FES Ltd. under ASC 852. As a result of the adoption of fresh start accounting, the Company’s unaudited condensed consolidated financial statements from and after April 13, 2017 will not be comparable to its financial statements prior to such date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company from and after April 13, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 12, 2017. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets and liabilities in conformity with ASC 805, Business Combinations, or ASC 805. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. Under ASC 852, the Successor Company must determine a value to be assigned to the equity of the emerging company as of the date of adoption of fresh start accounting. Enterprise value represents the fair value of an entity’s interest-bearing debt and stockholders’ equity. In the updated valuation analysis submitted to (and confirmed by) the Bankruptcy Court, the Company estimated a range of enterprise values between $176 million and $210 million , with a midpoint of $193 million . The Company deemed it appropriate to use the low end of the range to determine the final enterprise value of $176 million for fresh-start accounting. The low end of the enterprise value range was selected based on significant market volatility around the emergence. The Company calculated an enterprise value for the Successor Company using a discounted cash flow, or DCF, analysis under the income approach. Under our DCF analysis, the Company calculated an estimate of future cash flows for the period ranging from 2017 to 2021 and discounted estimated future cash flows to present value. The estimated cash flows for the period 2017 to 2021 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable, and a tax rate of 35.0% . A terminal value was included based on the cash flows of the final year of the forecast period. The discount rate of 16.9% was estimated based on an after-tax weighted average cost of capital, or the WACC, reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. The estimated enterprise value and the equity value are highly dependent on the achievement of the future financial results contemplated in the projections that were set forth in the Plan. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the reorganization value include revenue growth, operating expenses, the amount and timing of capital expenditures and the discount rate utilized. Fresh start accounting reflects the value of the Successor Company as determined in the confirmed Plan. Under fresh start accounting, asset values are remeasured and allocated based on their respective fair values in conformity with the acquisition method of accounting for business combinations in ASC 805. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor accumulated depreciation, accumulated amortization and retained deficit were eliminated. Machinery and Equipment To estimate the fair value of machinery and equipment, the Company considered the income approach, the cost approach, and the sales comparison (market) approach for each individual asset. The primary approaches that were relied upon to value these assets were the cost approach and the market approach. Although the income approach was not applied to value the machinery and equipment assets individually, the Company did consider the earnings of the enterprise of which these assets are a part. When more than one approach is used to develop a valuation, the various approaches are reconciled to determine a final value conclusion. The typical starting point or basis of the valuation estimate is replacement cost new, or the RCN, reproduction cost new, or the CRN, or a combination of both. Once the RCN and CRN estimates are adjusted for physical and functional conditions, they are then compared to market data and other indications of value, where available, to confirm results obtained by the cost approach. Where direct RCN estimates were not available or deemed inappropriate, the CRN for machinery and equipment was estimated using the indirect (trending) method, in which percentage changes in applicable price indices are applied to historical costs to convert them into indications of current costs. To estimate the CRN amounts, inflation indices from established external sources were then applied to historical costs to estimate the CRN for each asset. The market approach measures the value of an asset through an analysis of recent sales or offerings of comparable property, and considers physical, functional and economic conditions. Where direct or comparable matches could not be reasonably obtained, the Company utilized the percent of cost technique of the market approach. This technique looks at general sales, sales listings, and auction data for each major asset category. This information is then used in conjunction with each asset’s effective age to develop ratios between the sales price and RCN or CRN of similar asset types. A market-based depreciation curve was developed and applied to asset categories where sufficient sales and auction information existed. Where market information was not available or a market approach was deemed inappropriate, the Company developed a cost approach. In doing so, an indicated value is derived by deducting physical deterioration from the RCN or CRN of each identifiable asset or group of assets. Physical deterioration is the loss in value or usefulness of a property due to the using up or expiration of its useful life caused by wear and tear, deterioration, exposure to various elements, physical stresses, and similar factors. Functional and economic obsolescence related to these was also considered. Any functional obsolescence due to excess capital costs was eliminated through the direct method of the cost approach to estimate the RCN. Economic obsolescence was also applied to stacked and underutilized assets based on the status of the asset. Economic obsolescence was also considered in situations in which the earnings of the applicable business segment in which the assets are employed suggest economic obsolescence. When penalizing assets for economic obsolescence, an additional economic obsolescence penalty was levied, while considering scrap value to be the floor value for an asset. Intangible Assets The financial information used to estimate the fair values of intangible assets was consistent with the information used in estimating the Company’s enterprise value. Trademarks were valued utilizing the relief from royalty method of the income approach. Significant inputs and assumptions included remaining useful lives, the forecasted revenue streams, an applicable royalty rate, tax rate, and applicable discount rate. Customer relationships were valued using a multi-period excess earnings method, and were split between well servicing relationships and fluid servicing relationships. There was no value attributed to the fluid servicing customer relationships. Significant inputs and assumptions for both relationship analyses included the expected attrition rate, forecasted revenue streams, contributory asset charges, and an applicable discount rate. Covenants not to compete were valued using a with and without method under the income approach. Significant inputs and assumptions included the expected impact on revenues under competition, the forecasted revenue streams, the probability of competition if the non-compete were not in place, and an applicable discount rate. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in millions): Enterprise value $ 176 Plus: Cash and cash equivalents 20 Plus: Fair value on non-debt liabilities, net 20 Reorganization value of Successor assets $ 216 Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet as of the Effective Date reflect the effects of the transactions contemplated by the Plan and carried out by the Company, which are reflected in the column titled “Reorganization Adjustments,” as well as fair value adjustments as a result of the adoption of fresh start accounting, which are reflected in the column titled “Fresh Start Adjustments.” The following table reflects the reorganization and application of ASC 852 on the Company's condensed consolidated balance sheet at April 12, 2017: Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company (in thousands, except par value) Assets Current assets Cash and cash equivalents $ 17,500 $ 2,360 (a) $ — $ 19,860 Cash - restricted 27,579 6,400 (a) — 33,979 Accounts receivable - trade, net 17,237 — — 17,237 Accounts receivable - other 930 — — 930 Prepaid expenses and other 6,099 45 (b) — 6,144 Other current assets 567 — — 567 Total current assets 69,912 8,805 — 78,717 Property and equipment, net 220,326 — (97,442 ) (g) 122,884 Intangible assets, net 3,068 — 9,587 (h) 12,655 Other assets 2,178 (12 ) (b) — 2,166 Total assets $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Liabilities, Temporary Equity and Shareholders’ Equity (Deficit) Current liabilities Current portions of long-term debt $ 18,064 $ (15,000 ) (a) $ — $ 3,064 Accounts payable - trade 12,238 (1,125 ) (b) — 11,113 Accounts payable - related parties 20 — — 20 Accrued expenses 9,293 (82 ) (a) (65 ) (i) 9,146 Total current liabilities 39,615 (16,207 ) (65 ) 23,343 Long-term debt, net of current portion 84 45,000 (c) — 45,084 Deferred tax liability 1,049 — (685 ) (j) 364 Liabilities subject to compromise 308,072 (308,072 ) (d) — — Total liabilities 348,820 (279,279 ) (750 ) 68,791 Temporary equity Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 15,344 (15,344 ) (e) — — Stockholders’ equity (deficit) Predecessor common stock, $0.04 par value, 112,500 shares authorized; 22,215 shares outstanding at December 31, 2016 889 (889 ) (e) — — Predecessor additional paid-in capital 193,431 (193,431 ) (e) — — Successor common stock, $0.01 par value, 40,000 shares authorized; 5,250 shares issued and outstanding — 53 (f) — 53 Successor additional paid-in capital — 147,578 (f) — 147,578 Accumulated retained earnings (deficit) (263,000 ) 350,105 (e) (87,105 ) (k) — Total stockholders’ equity (deficit) (68,680 ) 303,416 (87,105 ) 147,631 Total liabilities, temporary equity and stockholders’ equity (deficit) $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Reorganization Adjustments Reorganization adjustments reflect amounts recorded on the Effective Date for the effect of implementation of the Plan. The significant reorganization adjustments are summarized as follows (in thousands): (a) Reflects the net sources of cash on the Effective Date from implementation of the Plan: Sources: First Lien Term Loan $ 50,000 Uses: Payment to Holders of the Prior Senior Notes $ (20,000 ) Payoff of Prior Loan Agreement (15,000 ) Payoff of Prior Loan Agreement accrued interest (82 ) Restricted cash (6,400 ) Debt issuance costs (5,000 ) Professional Fees (1,158 ) Total Uses (47,640 ) Net Sources $ 2,360 (b) Reflects the net payment of $1.1 million in professional fees. (c) Represents the issuance of the new debt, net of loan costs, in connection with the Plan. (d) Reflects the settlement of Liabilities Subject to Compromise in accordance with the Plan as follows: Liabilities subject to compromise of the Predecessor Company: Prior Senior Notes and accrued interest $ 308,072 Fair value of equity issued to Prior Senior Noteholders (147,631 ) Cash payments to Prior Senior Noteholders (20,000 ) Gain on settlement of liabilities subject to compromise $ 140,441 (e) Reflects the cumulative impact of reorganization adjustments discussed above: Gain on settlement of liabilities subject to compromise $ 140,441 Cancellation of Predecessor temporary equity and permanent equity 209,664 Net impact to retained earnings (deficit) $ 350,105 (f) Reflects the issuance of 5,249,997 shares, valued at $28.12 per share, of New Common Stock in accordance with the Plan. Fresh start Accounting Adjustments Fresh start accounting adjustments are necessary to reflect assets at their estimated fair values and to eliminate accumulated deficit. (g) An adjustment of $97.4 million was recorded to decrease the net book value of property and equipment to estimated fair value. The components of property and equipment, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Predecessor Company Fresh start adjustments Successor Company Well servicing equipment $ 165,585 $ (88,033 ) $ 77,552 Autos and trucks 26,660 7,392 34,052 Disposal wells 15,890 (12,080 ) 3,810 Buildings and improvements 9,766 (4,424 ) 5,342 Furniture and fixtures 901 359 1,260 Land 1,524 (656 ) 868 $ 220,326 $ (97,442 ) $ 122,884 (h) An adjustment of $9.6 million was recorded to increase the net book value of intangible assets to estimated fair value. The components of intangibles, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Useful Life (years) Predecessor Company Fresh start adjustments Successor Company Trade Names 15 $ 3,068 $ (596 ) $ 2,472 Covenants not to compete 4 — 1,505 1,505 Customer relationships 15 — 8,678 8,678 $ 3,068 $ 9,587 $ 12,655 Estimated amortization expense of the intangible assets is as follows (in thousands): Year ending December 31, Amortization 2017 $ 793 2018 1,120 2019 1,120 2020 1,120 2021 853 2022 743 Thereafter 6,906 $ 12,655 (i) Reflects adjustment decreasing the Company's asset retirement obligation to estimated fair value. (j) Reflects a reduction in deferred tax liabilities recorded as of the Effective Date as determined in accordance with ASC 740 - Income Taxes. The reduction in deferred tax liabilities was primarily the result of the revaluation of the Company’s property and equipment and intangible assets under fresh start accounting. (k) Reflects the cumulative impact of fresh start adjustments discussed above (in thousands): Intangible assets fair value adjustments $ 9,587 Property and equipment fair value adjustments (97,442 ) Asset retirement obligation adjustment 65 Deferred tax liability adjustments 685 Net impact to retained earnings (deficit) $ (87,105 ) Reorganization Items Reorganization items represent amounts incurred subsequent to the filing of the Bankruptcy Petitions as a direct result of the filing of the Plan and are comprised of the following (in thousands): Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Reorganization legal and professional fees $ (1,299 ) $ (2,246 ) $ (6,729 ) Deferred loan costs expensed — — (2,104 ) Gain on settlement of liabilities subject to compromise — 140,441 140,441 Fresh start adjustments — (87,105 ) (87,105 ) Gain (loss) on reorganization items, net $ (1,299 ) $ 51,090 $ 44,503 |
Risk and Uncertainties
Risk and Uncertainties | 6 Months Ended |
Jun. 30, 2017 | |
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, the Company's revenue, profitability, cash flows and future rate of growth are substantially dependent on it's ability to (1) maintain adequate equipment utilization, (2) maintain adequate pricing for the services it provides, and (3) maintain a trained workforce. Failure to do so could adversely affect the Company's financial position, results of operations, and cash flows. Because the Company's revenues are generated primarily from customers who are subject to the same factors as the Company that are generally impacting the oil and natural gas industry, the Company's 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 the Company's services, and has had an adverse effect on its financial position, results of operations and cash flows. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Fresh Start Accounting As discussed in Note 1 - Chapter 11 Proceedings, upon emergence from bankruptcy, the Company qualified for and adopted fresh start accounting in accordance with the provisions of ASC 852 as (i) the holders of Old Common Stock received none of the New Common Stock issued upon the Debtors' emergence from bankruptcy and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting from and after the Effective Date. Fresh start accounting required the Company to present its assets, liabilities and equity as if it were a new entity upon emergence from bankruptcy, with no beginning retained earnings or deficit as of the fresh start reporting date. As a result of the adoption of fresh start accounting, the Company’s unaudited condensed consolidated financial statements from and after the Effective Date will not be comparable to its financial statements prior to such date. 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , as amended. Interim results for the periods presented may not be indicative of results that will be realized for the future periods to the adoption of fresh start accounting during the second quarter of 2017. 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. Restricted Cash Restricted cash at June 30, 2017 (Successor) and December 31, 2016 (Predecessor) was $34.0 million and $27.6 million , respectively. The components of restricted cash at June 30, 2017 included $23.9 million related to the New Loan Agreement which is subject to satisfaction of certain release restrictions and $10.1 million in a cash collateral account related to letters of credit and the Company's corporate credit card program under the New Regions Letter of Credit Facility. The release conditions set forth in the New Loan Agreement include, among other things, (i) no default or event of default under the New Loan Agreement having occurred or being continuing as of the date of the requested release of proceeds of the New Loan Agreement, or that would exist after giving effect to the release requested to be made on such date, and (ii) the Company’s unrestricted cash and cash equivalents being less than $7 million after giving pro forma effect to the requested release. Impairment During the second quarter of 2016, the Company experienced a triggering event resulting from the continuing decline in operating revenues due to an industry-wide slowdown. An impairment loss of $14.5 million was recorded as a component of operating expenses based on the amount that the carrying value of certain intangibles exceeded the fair value of such intangibles during the second quarter of 2016. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2017-01, or ASU 2017-01, "Clarifying the Definition of a Business." ASU 2017-01 provides guidance on whether or not an integrated set of assets and activities constitutes a business. ASU 2017-01 is effective for periods beginning after December 15, 2017 including interim periods within those periods, with early adoption permitted in specific instances. The Company has determined the adoption of this pronouncement will not have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," or ASU 2016-18. ASU 2016-18 provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The amendments of ASU 2016-18 should be applied using a retrospective transition method and are effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The Company believes the adoption of this pronouncement will only change the presentation of the statement of cash flows for restricted cash. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” or ASU 2016-15. ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case, the new standard would apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", or ASU 2016-13, which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," or ASU 2016-02, which increases the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for operating leases with lease terms greater than 12 months. It also requires additional disclosures about leasing arrangements to help users of financial statements better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 becomes effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company has engaged a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. The Company expects to recognize additional lease assets and liabilities related to operating leases with terms longer than one year. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09, which provides guidance for revenue recognition and which supersedes nearly all existing revenue recognition guidance under ASU 2014-09. This ASU provides guidance that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance permits two methods of transition upon adoption: full retrospective and modified retrospective. Under the full retrospective method, the standard would be applied to each prior reporting period presented. Under the modified retrospective method, the cumulative effect of applying the standard would be recognized at the date of initial application. The Company is still evaluating which method it will adopt. In August 2015, the FASB issued final revised guidance that defers the effective date of the revenue recognition standard to be for annual and interim periods beginning after December 15, 2017. The Company has engaged a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. The Company's approach will include performing a detailed review of key contracts representative of our different businesses and comparing historical accounting policies and practices to the new standard. The Company intends to adopt the new standard as of January 1, 2018. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation As discussed in Note 1 - Chapter 11 Proceedings, on the Effective Date, all prior equity interests (which included the Old Common Stock, FES Ltd.’s prior preferred stock, awards under the Prior Compensation Plans and the preferred stock purchase rights under the Rights Agreement) in FES Ltd. were extinguished without recovery. Management Incentive Plan On the Effective Date, pursuant to the operation of the Plan, the Management Incentive Plan became effective. The compensation committee, or the Compensation Committee, of the board of directors of the FES Ltd., or the Board, will administer the Management Incentive Plan. The Compensation Committee has broad authority under the Management Incentive Plan to, among other things: (i) select participants; (ii) determine the terms and conditions, not inconsistent with the Management Incentive Plan, of any award granted under the Management Incentive Plan; (iii) determine the number of shares to be covered by each award granted under the Management Incentive Plan; and (iv) determine the fair market value of awards granted under the Management Incentive Plan, subject to certain exceptions. Persons eligible to receive awards under the Management Incentive Plan include officers and employees of the Company. The types of awards that may be granted under the Management Incentive Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other forms of stock based awards. The maximum number of shares of New Common Stock that may be issued or transferred pursuant to awards under the Management Incentive Plan is 750,000 , which number may be increased with the approval of FES Ltd.’s stockholders. If any outstanding award granted under the Management Incentive Plan expires or is terminated or canceled without having been exercised or settled in full, or if shares of New Common Stock acquired pursuant to an award subject to forfeiture are forfeited, the shares of New Common Stock allocable to the terminated portion of such award or such forfeited shares will revert to the Management Incentive Plan and will be available for grant under the Management Incentive Plan as determined by the Compensation Committee in consultation with the Chairman of the Board, subject to certain restrictions. As is customary in management incentive plans of this nature, in the event of any change in the outstanding shares of New Common Stock by reason of a stock split, stock dividend or other non-recurring dividends or distributions, recapitalization, merger, consolidation, spin-off, combination, repurchase or exchange of stock, reorganization, liquidation, dissolution or other similar corporate transaction, an equitable adjustment will be made in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Management Incentive Plan. Such adjustment may include an adjustment to the maximum number and kind of shares of stock or other securities or other equity interests as to which awards may be granted under the Management Incentive Plan, the number and kind of shares of stock or other securities or other equity interests subject to outstanding awards and the exercise price thereof, if applicable. As of June 30, 2017, no awards had been issued under the Management Incentive Plan. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: Estimated Life in Years June 30, 2017, Successor December 31, 2016, Predecessor (in thousands) Well servicing equipment 9-15 years $ 77,713 $ 411,199 Autos and trucks 5-10 years 33,928 126,580 Disposal wells 5-15 years 3,810 37,752 Building and improvements 5-30 years 5,342 14,125 Furniture and fixtures 3-15 years 1,718 6,779 Land 868 1,524 123,379 597,959 Accumulated depreciation (5,438 ) (364,597 ) $ 117,941 $ 233,362 Depreciation expense was $5.5 million for the period April 13, 2017 through June 30, 2017 (Successor) , $1.5 million for the period April 1, 2017 through April 12, 2017 (Predecessor) and $13.4 million for the period January 1, 2017 through April 12, 2017 (Predecessor) . Depreciation expense was $13.0 million and $25.8 million for the three and six months ended June 30, 2016 (Predecessor), respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017, Successor December 31, 2016, Predecessor (in thousands) Prior Senior Notes, net of deferred financing costs of $2.3 million as of December 31, 2016 $ — $ 277,662 Prior Loan Agreement — 15,000 Third party equipment notes and capital leases 1,000 1,386 Insurance notes 737 5,124 New Loan Agreement, including $0.8 million of accrued interest paid in kind and net of debt discount of $4.6 million as of June 30, 2017 46,166 — Total debt 47,903 299,172 Less: Current portion (1,456 ) (298,932 ) Total long-term debt $ 46,447 $ 240 Prior Senior Notes On June 7, 2011, FES Ltd. issued $280.0 million in principal amount of the Prior Senior Notes, which were guaranteed by 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. FES Ltd.’s failure to make the semi-annual interest payments on the Prior Senior Notes on June 15, 2016 and December 15, 2016 after the cure periods provided for in the indenture governing the Prior Senior Notes, or the Prior Senior Indenture, and other events of default resulting from technical breaches of covenants under the Prior Senior Indenture, or collectively, the Prior Indenture Defaults, could have resulted in all outstanding indebtedness due under the Prior Senior Indenture immediately becoming due and payable. However, as discussed in Note 1 - Chapter 11 Proceedings, any efforts to enforce such payment obligations were automatically stayed as a result of the filing of the Bankruptcy Petitions, and the creditors' rights of enforcement in respect of the Prior Senior Indenture were subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As discussed in Note 1 - Chapter 11 Proceedings, on the Effective Date, the Prior Senior Notes were canceled and each holder of the Prior Senior Notes received such holder’s pro rata share of (i) $20 million in cash and (ii) 100% of the New Common Stock, subject to dilution only as a result of the shares of New Common Stock issued or available for issuance in connection with the Management Incentive Plan. Prior Loan Agreement On September 9, 2011, the Debtors entered into the Prior Loan Agreement. Under cross default provisions in the Prior Loan Agreement, an event of default under the Prior Senior Indenture constituted an event of default under the Prior Loan Agreement. As mentioned above, the Debtors experienced the Prior Indenture Defaults under the Prior Senior Indenture and, thus, constituted an event of default under the Prior Loan Agreement, or the Prior Loan Defaults. The Prior Indenture Defaults and the Prior Loan Defaults could have resulted in all outstanding indebtedness due under the Prior Senior Indenture and the Prior Loan Agreement becoming immediately due and payable. However, as discussed in Note 1 - Chapter 11 Proceedings, any efforts to enforce such payment obligations were automatically stayed as a result of the filing of the Bankruptcy Petitions, and the creditors' rights of enforcement in respect of the Prior Senior Indenture and the Prior Loan Agreement were subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As discussed in Note 1 - Chapter 11 Proceedings, on the Effective Date, the outstanding principal balance of $15.0 million plus outstanding interest and fees under the Prior Loan Agreement were paid off and the Prior Loan Agreement was terminated in accordance with the Plan. Additionally, on the Effective Date, the Debtors entered into the New Regions Letters of Credit Facility to cover letters of credit and certain bank product obligations. New Loan Agreement As discussed previously, on the Effective Date, the Company entered into the New Loan Agreement. FES LLC is the borrower, or the Borrower, under the New Loan Agreement. The Borrower’s obligations have been guaranteed by FES Ltd. and by TES, CCF and FEI, each direct subsidiaries of the Borrower and indirect subsidiaries of FES Ltd. The New Loan Agreement provides for a term loan of $50.0 million , which was fully funded on the Effective Date. Subject to certain exceptions and permitted encumbrances, the obligations under this loan are secured by a first priority security interest in substantially all the assets of the Company other than cash collateralizing the New Regions Letters of Credit Facility. Such term loan has a stated maturity date of April 13, 2021. The proceeds of such term loan are only permitted to be used for (i) the payment on account of the Prior Senior Notes in an amount equal to $20.0 million ; (ii) the payment of costs, expenses and fees incurred on or prior to the Effective Date in connection with the preparation, negotiation, execution and delivery of the New Loan Agreement and documents related thereto; and (iii) subject to satisfaction of certain release conditions set forth in the New Loan Agreement, for general operating, working capital and other general corporate purposes of the Borrower not otherwise prohibited by the terms of the New Loan Agreement. The release conditions set forth in the New Loan Agreement include, among other things, (i) no default or event of default under the New Loan Agreement having occurred or being continuing as of the date of the requested release of proceeds of the New Loan Agreement, or that would exist after giving effect to the release requested to be made on such date, and (ii) the Company’s unrestricted cash and cash equivalents being less than $7 million after giving pro forma effect to the requested release. At June 30, 2017, $23.9 million included in restricted cash was subject to these release restrictions. Borrowings under this term loan bear interest at a rate equal to five percent ( 5% ) per annum payable quarterly in cash, or the Cash Interest Rate, plus (ii) an initial paid in kind interest rate of seven percent ( 7% ) commencing April 13, 2017 to be capitalized and added to the principal amount of the term loan or, at the election of the Borrower, paid in cash. The paid in kind interest increases by two percent ( 2% ) twelve months after the Effective Date and every twelve months thereafter until maturity. Upon and after the occurrence of an event of default, the Cash Interest Rate will increase by two percentage points per annum. The Borrower is also responsible for certain other administrative fees and expenses. In connection with the execution of the New Loan Agreement, the Borrower paid the Lenders a funding fee of $3.0 million and paid certain Lenders a backstop fee of $2.0 million . These amounts were recorded as debt issuance costs, as a reduction in the carrying amount of the New Loan Agreement. The $20.0 million payment referred to above and these fees were funded as draws under the New Loan Agreement. The Company is able to voluntarily repay the outstanding term loan at any time without premium or penalty. The Company is required to use the net proceeds from certain events, including but not limited to, the disposition of assets, certain judgments, indemnity payments, tax refunds, pension plan refunds, insurance awards and certain incurrences of indebtedness to repay outstanding loans under the New Loan Agreement. The Company may also be required to use cash in excess of $20.0 million to repay outstanding loans under the New Loan Agreement. The New Loan Agreement includes customary negative covenants for an asset-based term loan, including covenants limiting the ability of the Company to, among other things, (i) effect mergers and consolidations, (ii) sell assets, (iii) create or suffer to exist any lien, (iv) make certain investments, (v) incur debt and (vi) transact with affiliates. In addition, the New Loan Agreement includes customary affirmative covenants for an asset-based term loan, including covenants regarding the delivery of financial statements, reports and notices to the Agent. The New Loan Agreement also contains customary representations and warranties and event of default provisions for a secured term loan. New Regions Letters of Credit Facility As discussed previously, on the Effective Date the Company entered into the New Regions Letters of Credit Facility to cover letters of credit and certain bank product obligations existing on the Effective Date and pursuant to which Regions may issue, upon request by the Company, letters of credit and continue to provide charge cards for use by the Company. Amounts available under the New Regions Letters of Credit Facility are subject to customary fees and are secured by a first-priority lien on, and security interest in, a cash collateral account with Regions containing cash equal to at least (i) 105% of the sum of (a) all amounts owing for any drawings under letters of credit, including any reimbursement obligations, (b) the aggregate undrawn amount of all outstanding letters of credit, (c) all sums owing to Regions or any affiliate pursuant to any letter of credit document and (d) all obligations of the Company arising thereunder, including any indemnities and obligations for reimbursement of expenses and (ii) 120% of the aggregate line of credit for charge cards issued by Regions to the Company. The fees for each letter of credit for the period from and excluding the date of issuance of such letter of credit to and including the date of expiration or termination, are equal to (x) the average daily face amount of each outstanding letter of credit multiplied by (y) a per annum rate determined by Regions from time to time in its discretion based upon such factors as Regions shall determine, including, without limitation, the credit quality and financial performance of the Company. As of the Effective Date, such rate was 3.00% . In the event the Company is unable to repay amounts due under the New Regions Letters of Credit Facility, Regions could proceed against such cash collateral account. Regions has no commitment under the New Regions Letters of Credit Facility to issue letters of credit. At June 30, 2017, the facility had $9.0 million in letters of credit outstanding. 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, 2017 and December 31, 2016 of approximately $1.0 million and $1.4 million , respectively. These loans are repayable in a range of 42 to 60 monthly installments with the maturity dates ranging from July 2017 to June 2021. 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 $0.3 million during the period April 13, 2017 through June 30, 2017 (Successor) , $0.4 million during the period January 1, 2017 through April 12, 2017 (Predecessor) , and $1.1 million and $2.1 million during the three and six months ended June 30, 2016 (Predecessor), respectively. Following are required principal payments due on capital leases existing as of June 30, 2017 : July - December 2017 2018 2019 2020 2021 and thereafter (in thousands) Capital lease principal payments $ 451 $ 326 $ 89 $ 93 $ 41 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 have reached the end of the lease term. See Note 9 - Commitments and Contingencies. Insurance Notes During October of 2016, the Company entered into an insurance promissory note for the payment of insurance premiums at an interest rate of 2.9% with an aggregate principal amount outstanding as of June 30, 2017 and December 31, 2016 , of approximately $0.7 million and $5.1 million , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Assets and Liabilities 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). The fair values of the New Loan Agreement and the Prior Senior Notes as of the respective dates are set forth below: June 30, 2017, Successor December 31, 2016, Predecessor Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) New Loan Agreement $ 50,000 $ 55,500 $ — $ — Prior Senior Notes $ — $ — $ 277,662 $ 98,570 Non-Financial Assets and Liabilities Non-financial assets and liabilities that are initially measured at fair value are comprised of property, plant and equipment and intangible assets and are not remeasured at fair value in subsequent periods. Such initial measurements are classified as Level 3 since certain significant unobservable inputs are utilized in their determination. These fair value calculations incorporate a market and a cost approach and the inputs include projected revenue, costs, equipment utilization and other assumptions. As discussed in Note 1 - Fresh Start Accounting, property, plant and equipment and intangible assets were remeasured as part of fresh start accounting. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
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 (in thousands): As of June 30, 2017, Successor December 31, 2016, Predecessor Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 237 $ 295 Related parties payable: Alice Environmental Services, LP/Alice Environmental Holding LLC (2) $ (145 ) $ — Tasco Tool Services, Ltd. (3) — — Texas Quality Gate Guard Services, LLC (4) — 18 Animas Holdings, LLC (5) (15 ) — $ (160 ) $ 18 There were no related party capital expenditures for the period April 13, 2017 through June 30, 2017 (Successor) , the period January 1, 2017 through April 12, 2017 (Predecessor) , and the three and six months ended June 30, 2016 (Predecessor). Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Three months ended June 30, 2016 Six months ended June 30, 2016 (in thousands) Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holdings, LLC (2) $ 148 $ 73 $ 296 $ 264 $ 561 Tasco Tool Services, Ltd. (3) — 3 11 — 15 Texas Quality Gate Guard Services, LLC (4) — 17 58 19 65 Animas Holdings, LLC (5) 32 13 61 44 84 CJW Group, LLC (6) 6 3 13 9 19 $ 186 $ 109 $ 439 $ 344 $ 744 Other payments to related parties: SB Factoring, LLC (7) $ — $ 65 $ 65 $ 89 $ 217 $ — $ 65 $ 65 $ 89 $ 217 (1) The Company has a deposit relationship with Texas Champion Bank. Travis Burris is the President, Chief Executive Officer, and director of Texas Champion Bank and served as a Company director until the Effective Date. John E. Crisp, Mr. Crisp, is an executive officer and director of Forbes Energy Services, Ltd, serves on the board of directors of Texas Champion Bank. (2) Mr. Crisp is a partial owner of Alice Environmental Holdings, LLC, or AEH, and is an indirect shareholder and manager of Alice Environmental Services, LP, or AES and Alice Environmental West Texas, LLC, or AEWT. The Company leases or rents land and buildings from AES. (3) Tasco Tool Services, Ltd., 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. As of the Effective Date, Tasco is not a related party. (4) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity partially owend by Mr. Crisp and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. Since the Effective Date, Texas Quality Gate Guard Services has not provided services to our Company and we do not anticipate securing their services in the future. (5) Animas Holdings, LLC, or Animas, is partially owned by two sons of Mr. Crisp. Animas owns land and property that it leases to the Company. (6) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Mr. Crisp. (7) 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 partially owned by Mr. Crisp. 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. Since the Effective Date, SB Factoring has not factored vendor receivables from our Company and we do not anticipate they will in the future. In addition to such related party transactions above, Lawrence “Larry” First, a director of FES Ltd., serves as the Chief Investment Officer and Managing Director of Ascribe Capital LLC, or Ascribe, and Brett G. Wyard, also a director of FES Ltd., serves as a Managing Partner of Solace Capital Partners, or Solace. Pursuant to the Plan, each of Ascribe and Solace had the right to designate one member of the Board. Additionally, Ascribe and Solace had the right to jointly designate one member of the Board and, together with certain other holders of the Prior Senior Notes, the right to designate the one other member of the Board. Furthermore, Ascribe and/or one of more of its affiliates own approximately 24.5% of the outstanding New Common Stock as of August 11, 2017, and is owed approximately $12.6 million of the aggregate principal amount of the New Loan Agreement. Solace and/or one of its affiliates own approximately 18.0% of the outstanding New Common Stock as of August 11, 2017, and is owed approximately $11.5 million of the aggregate principal amount of the term loan covered by the New Loan Agreement. Moreover, an affiliate of Solace and affiliates of Ascribe are parties to that certain registration rights agreement dated as of the Effective Date by and among the Company and certain stockholders of the Company. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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 the Company's 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 period of April 13, 2017 through June 30, 2017 (Successor) , the Company's largest customer, five largest customers, and ten largest customers constituted 13.5% , 38.3% and 49.4% of consolidated revenues, respectively. For the period of January 1, 2017 through April 12, 2017 (Predecessor) , the Company's largest customer, five largest customers, and ten largest customers constituted 14.9% , 46.1% and 58.7% of consolidated revenues, respectively. For the period of April 13, 2017 through June 30, 2017 (Successor) , two customers constituted 13.5% and 10% of consolidated revenues, respectively. For the period of January 1, 2017 through April 12, 2017 (Predecessor) , two customers constituted 14.9% and 12.4% of consolidated revenues, respectively. The loss of any one of the Company's top five customers would have a materially adverse effect on the revenues and profits of the Company. Further, the Company's 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 June 30, 2017 , the Company's largest customer, five largest customers, and ten largest customers constituted 14.2% , 41.6% and 53.5% of accounts receivable, respectively. As of June 30, 2017 , one customer constituted 14.2% of accounts receivable. Self-Insurance The Company is self-insured under its Employee Group Medical Plan for the first $150 thousand per individual. The Company is self-insured with a retention for the first $250 thousand in general liability. The Company also retains the first $1.0 million within the auto liability buffer policy which is in excess of a primary $1.0 million auto liability limit. The Company has an additional premium payable clause under its lead $10.0 million limit excess policy that states in the event losses exceed $0.5 million , a loss additional premium of up to 15% of paid losses in excess of $0.5 million will be due. The loss additional premium is payable at the time when the loss is paid and will be payable over a period agreed by insurers. The Company has accrued liabilities totaling $6.4 million and $7.2 million as of June 30, 2017 and December 31, 2016 , 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. The Company does not believe that any of these claims and actions, separately or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations, or cash flows, although it 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 the Company's condensed consolidated balance sheets. These arrangements are made in the Company's normal course of business and they are not reasonably likely to have a current or future material adverse effect on its financial condition, results of operations, liquidity, or cash flows. The Company's off-balance sheet arrangements include $9.0 million in letters of credit and operating leases for equipment. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Successor Predecessor April 13 through June 30, 2017 January 1 through April 12, 2017 Six months ended June 30, 2016 (in thousands) Cash paid for Interest $ 657 $ 453 $ 261 Income tax $ — $ — $ — Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ — $ — $ (1,450 ) Capital leases on equipment $ 344 $ — $ — Preferred stock dividends and accretion costs $ — $ 10 $ 21 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share As discussed in Note 1 - Chapter 11 Proceedings, on the Effective Date, the Old Common Stock, the prior Series B Senior Convertible Preferred Stock, or the Prior Preferred Stock, and awards then outstanding under the Prior Compensation Plans were extinguished without recovery. Basic earnings (loss) per share, or EPS, is computed by dividing net income (loss) available to common stockholders 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 Prior Preferred Stock, which were 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. The following table sets forth the computation of basic and diluted loss per share: Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 Three months ended June 30, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (7,001 ) $ 49,666 $ (38,686 ) Preferred stock dividends and accretion — — (194 ) Net income (loss) attributable to common stockholders $ (7,001 ) $ 49,666 $ (38,880 ) Weighted-average common shares 5,250 27,508 22,214 Basic and diluted net income (loss) per share $ (1.33 ) $ 1.81 $ (1.75 ) Successor Predecessor April 13 through June 30, 2017 January 1 through April 12, 2017 Six months ended June 30, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (7,001 ) $ 27,228 $ (63,154 ) Preferred stock dividends and accretion — (46 ) (388 ) Net income (loss) attributable to common stockholders $ (7,001 ) $ 27,182 $ (63,542 ) Weighted-average common shares 5,250 27,508 22,213 Basic and diluted net income (loss) per share $ (1.33 ) $ 0.99 $ (2.86 ) There were 5,292,531 shares of Old Common Stock equivalents underlying the Prior Preferred Stock included in the weighted average common shares for the period April 1, 2017 through April 12, 2017 (Predecessor) and the period January 1, 2017 through April 12, 2017 (Predecessor) as the Prior Preferred Stock was dilutive and a participating security. There were 602,625 stock options that were not included in the calculation of diluted EPS for the periods of April 1, 2017 through April 12, 2017 (Predecessor) and January 1, 2017 through April 12, 2017 (Predecessor) because their effect would have been antidilutive. There were 614,125 stock options, 715,679 units of unvested restricted stock, and 5,292,531 shares of Old Common Stock equivalents underlying the Prior Preferred Stock outstanding as of June 30, 2016 that were not included in the calculation of diluted EPS for the three and six months ended June 30, 2016 (Predecessor) because their effect would have been antidilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the period of April 13, 2017 through June 30, 2017 (Successor) was 0.24% based on a pre-tax loss of $7.0 million . The Company’s effective tax rate for the period of January 1, 2017 through April 12, 2017 (Predecessor) was 0.10% based on pre-tax income of $27.3 million . The Company's effective tax rate for the six months ended June 30, 2016 (Predecessor) was (0.1)% based on a pre-tax loss of $63.1 million . The difference between the effective rate and 35.0% statutory rate is mainly due to the application of a valuation allowance in 2017 and 2016 . With respect to the application of a valuation allowance, management considered the likelihood of realizing the future benefits associated with the Company's existing deductible temporary differences and carryforwards. As a result of this analysis, and based on the current year pre-tax loss and a cumulative loss in the prior three fiscal years, management determined that it is not more likely than not that the future benefit associated with all of the Company's existing deductible temporary differences and carryforwards will be realized. As a result, the Company maintained a valuation allowance against all of its net deferred tax assets. The Company has evaluated the impact of the reorganization on its carryover tax attributes and believes it will not incur an immediate cash income tax liability as a result of its emergence from bankruptcy. The Company will be able to fully absorb cancellation of debt income with net operating losses, or NOL, carryforwards, and as a result, its NOL carryforwards will be significantly reduced. The amount of remaining NOL carryforwards available after cancellation of debt income will be limited under Internal Revenue Code Section 382 due to the change in control in connection with the reorganization. Given the full valuation allowance, the Company did not recognize any tax benefit from operating losses generated for the period of April 13, 2017 through June 30, 2017 (Successor) or the period of January 1, 2017 through April 12, 2017 (Predecessor). |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 , the Company's well servicing segment utilized its fleet of 168 well servicing rigs, which was comprised of 154 workover rigs and 14 swabbing rigs, in addition to 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 the Company's fleet of 293 owned or leased fluid transport trucks and related assets, including specialized vacuum, high pressure pump and tank trucks, 2,876 frac tanks, 19 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 period April 13, 2017 through June 30, 2017 (Successor) , the period January 1, 2017 through April 12, 2017 (Predecessor) and the three and six months ended June 30, 2016 (Predecessor) (in thousands): April 13 through June 30, 2017 Successor Well Servicing Fluid Logistics Total Operating revenues $ 18,139 $ 9,711 $ 27,850 Direct operating costs 13,814 9,053 22,867 Segment operating profit $ 4,325 $ 658 $ 4,983 Depreciation and amortization $ 2,837 $ 2,844 $ 5,681 Capital expenditures (1) $ 915 $ 454 $ 1,368 Total assets $ 97,208 $ 78,680 $ 175,708 Long-lived assets $ 68,672 $ 49,269 $ 117,941 Predecessor April 1, 2017 through April 12, 2017 January 1, 2017 through April 12, 2017 Well Servicing Fluid Logistics Total Well Servicing Fluid Logistics Total Operating revenues $ 2,449 $ 1,269 $ 3,718 $ 19,554 $ 11,211 $ 30,765 Direct operating costs 1,813 1,260 3,073 15,952 11,207 27,159 Segment operating profit $ 636 $ 9 $ 645 $ 3,602 $ 4 $ 3,606 Depreciation and amortization $ 782 $ 751 $ 1,533 $ 6,927 $ 6,674 $ 13,601 Capital expenditures (1) $ 12 $ 11 $ 23 $ 286 $ 114 $ 400 Total assets $ 607,638 $ 434,371 $ 1,042,009 $ 607,638 $ 434,371 $ 1,042,009 Long-lived assets $ 135,942 $ 84,384 $ 220,326 $ 135,942 $ 84,384 $ 220,326 Predecessor Three months ended June 30, 2016 Six months ended June 30, 2016 Well Servicing Fluid Logistics Total Well Servicing Fluid Logistics Total Operating revenues $ 16,796 $ 11,615 $ 28,411 $ 35,509 $ 24,833 $ 60,342 Direct operating costs 15,668 10,931 26,599 32,388 24,092 56,480 Segment operating profit $ 1,128 $ 684 $ 1,812 $ 3,121 $ 741 $ 3,862 Depreciation and amortization $ 6,927 $ 6,743 $ 13,670 $ 13,603 $ 13,556 $ 27,159 Impairment of assets $ — $ 14,512 $ 14,512 $ — $ 14,512 $ 14,512 Capital expenditures (1) $ 720 $ 2,437 $ 3,157 $ 913 $ 3,874 $ 4,787 Total assets $ 611,540 $ 444,652 $ 1,056,192 $ 611,540 $ 444,652 $ 1,056,192 Long-lived assets $ 151,934 $ 103,323 $ 255,257 $ 151,934 $ 103,323 $ 255,257 (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 period end. Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Reconciliation of the Company's Operating Loss As Reported: (in thousands) Segment operating profits $ 4,983 $ 645 $ 3,606 General and administrative expense 3,130 500 5,012 Depreciation and amortization 5,681 1,533 13,601 Operating loss (3,828 ) (1,388 ) (15,007 ) Other expense, net (1,891 ) (40 ) (2,241 ) Gain (loss) on reorganization items, net (1,299 ) 51,090 44,503 Pre-tax income (loss) $ (7,018 ) $ 49,662 $ 27,255 Predecessor Three months ended June 30, 2016 Six months ended June 30, 2016 Reconciliation of the Company's Operating Loss As Reported: (in thousands) Segment operating profits $ 1,812 $ 3,862 General and administrative expense 5,420 11,476 Depreciation and amortization 13,670 27,159 Impairment of assets 14,512 14,512 Operating loss (31,790 ) (49,285 ) Other expense, net (6,905 ) (13,829 ) Pre-tax loss $ (38,695 ) $ (63,114 ) Successor Predecessor June 30, 2017 December 31, 2016 Reconciliation of the Company's Assets As Reported: (in thousands) Total reportable segments $ 175,708 $ 1,045,753 Elimination of internal transactions (77,769 ) (1,935,640 ) Parent 110,621 1,202,768 Total assets $ 208,560 $ 312,881 |
Equity Securities
Equity Securities | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity Securities | Equity Securities As discussed in Note 1 - Chapter 11 Proceedings, on the Effective Date, the Old Common Stock or Prior Preferred Stock was extinguished without recovery. Additionally, on the Effective Date, FES Ltd. created the New Common Stock. The New Common Stock carries the following rights: • Voting . Holders of the New Common Stock are entitled to one vote per share of New Common Stock owned as of the relevant record date on all matters submitted to a vote of stockholders. Except as otherwise required by Delaware law, holders of New Common Stock (as well as holders of any preferred stock of FES Ltd. entitled to vote with such common stockholders) vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors. The election of directors is determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters are determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the rules or regulations of any stock exchange applicable to FES Ltd., the Certificate of Incorporation of FES Ltd., or the Certificate of Incorporation, or the Second Amended and Restated Bylaws of FES Ltd., or the Bylaws, a different vote is required, in which case such provision shall govern and control the decision of such matter. • Dividends . Subject to provisions of applicable law and the Certificate of Incorporation, dividends may be declared by and at the discretion of the Board at any meeting and may be paid in cash, in property, or in shares of stock of FES Ltd. • Liquidation, dissolution or winding up . Except as otherwise required by the Certificate of Incorporation or the Bylaws, in the event of the liquidation, dissolution or winding-up of FES Ltd., holders of New Common Stock will have all rights and privileges typically associated with such securities as set forth in the General Corporation Law of the State of Delaware in relation to rights upon liquidation. • Restrictions on transfer . The New Common Stock is not subject to restrictions on transfer as a result of the Certificate of Incorporation or the Bylaws. Nevertheless, there may be restrictions imposed by applicable securities laws or by the terms of other agreements entered into in the future. The Bylaws permit FES Ltd. to place restrictive legends on its share certificates in order to ensure compliance with these restrictions. • Other rights . Holders of the New Common Stock have no preemptive, redemption, conversion or sinking fund rights. The rights, preferences, and privileges of the holders of the New Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that may be issued by FES Ltd. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fresh Start Accounting | Fresh Start Accounting As discussed in Note 1 - Chapter 11 Proceedings, upon emergence from bankruptcy, the Company qualified for and adopted fresh start accounting in accordance with the provisions of ASC 852 as (i) the holders of Old Common Stock received none of the New Common Stock issued upon the Debtors' emergence from bankruptcy and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting from and after the Effective Date. Fresh start accounting required the Company to present its assets, liabilities and equity as if it were a new entity upon emergence from bankruptcy, with no beginning retained earnings or deficit as of the fresh start reporting date. As a result of the adoption of fresh start accounting, the Company’s unaudited condensed consolidated financial statements from and after the Effective Date will not be comparable to its financial statements prior to such date. |
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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , as amended. |
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. |
Restricted Cash | Restricted Cash Restricted cash at June 30, 2017 (Successor) and December 31, 2016 (Predecessor) was $34.0 million and $27.6 million , respectively. The components of restricted cash at June 30, 2017 included $23.9 million related to the New Loan Agreement which is subject to satisfaction of certain release restrictions and $10.1 million in a cash collateral account related to letters of credit and the Company's corporate credit card program under the New Regions Letter of Credit Facility. The release conditions set forth in the New Loan Agreement include, among other things, (i) no default or event of default under the New Loan Agreement having occurred or being continuing as of the date of the requested release of proceeds of the New Loan Agreement, or that would exist after giving effect to the release requested to be made on such date, and (ii) the Company’s unrestricted cash and cash equivalents being less than $7 million after giving pro forma effect to the requested release. |
Impairment | Impairment During the second quarter of 2016, the Company experienced a triggering event resulting from the continuing decline in operating revenues due to an industry-wide slowdown. An impairment loss of $14.5 million was recorded as a component of operating expenses based on the amount that the carrying value of certain intangibles exceeded the fair value of such intangibles during the second quarter of 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2017-01, or ASU 2017-01, "Clarifying the Definition of a Business." ASU 2017-01 provides guidance on whether or not an integrated set of assets and activities constitutes a business. ASU 2017-01 is effective for periods beginning after December 15, 2017 including interim periods within those periods, with early adoption permitted in specific instances. The Company has determined the adoption of this pronouncement will not have a material impact on its consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," or ASU 2016-18. ASU 2016-18 provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The amendments of ASU 2016-18 should be applied using a retrospective transition method and are effective for reporting periods beginning after December 15, 2017 with early adoption permitted. The Company believes the adoption of this pronouncement will only change the presentation of the statement of cash flows for restricted cash. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” or ASU 2016-15. ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case, the new standard would apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", or ASU 2016-13, which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," or ASU 2016-02, which increases the transparency and comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset for operating leases with lease terms greater than 12 months. It also requires additional disclosures about leasing arrangements to help users of financial statements better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 becomes effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company has engaged a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. The Company expects to recognize additional lease assets and liabilities related to operating leases with terms longer than one year. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” or ASU 2014-09, which provides guidance for revenue recognition and which supersedes nearly all existing revenue recognition guidance under ASU 2014-09. This ASU provides guidance that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Additionally, the guidance permits two methods of transition upon adoption: full retrospective and modified retrospective. Under the full retrospective method, the standard would be applied to each prior reporting period presented. Under the modified retrospective method, the cumulative effect of applying the standard would be recognized at the date of initial application. The Company is still evaluating which method it will adopt. In August 2015, the FASB issued final revised guidance that defers the effective date of the revenue recognition standard to be for annual and interim periods beginning after December 15, 2017. The Company has engaged a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. The Company's approach will include performing a detailed review of key contracts representative of our different businesses and comparing historical accounting policies and practices to the new standard. The Company intends to adopt the new standard as of January 1, 2018. |
Organization and Nature of Op23
Organization and Nature of Operations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fresh-Start Adjustments | Reorganization items represent amounts incurred subsequent to the filing of the Bankruptcy Petitions as a direct result of the filing of the Plan and are comprised of the following (in thousands): Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Reorganization legal and professional fees $ (1,299 ) $ (2,246 ) $ (6,729 ) Deferred loan costs expensed — — (2,104 ) Gain on settlement of liabilities subject to compromise — 140,441 140,441 Fresh start adjustments — (87,105 ) (87,105 ) Gain (loss) on reorganization items, net $ (1,299 ) $ 51,090 $ 44,503 The adjustments set forth in the following condensed consolidated balance sheet as of the Effective Date reflect the effects of the transactions contemplated by the Plan and carried out by the Company, which are reflected in the column titled “Reorganization Adjustments,” as well as fair value adjustments as a result of the adoption of fresh start accounting, which are reflected in the column titled “Fresh Start Adjustments.” The following table reflects the reorganization and application of ASC 852 on the Company's condensed consolidated balance sheet at April 12, 2017: Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company (in thousands, except par value) Assets Current assets Cash and cash equivalents $ 17,500 $ 2,360 (a) $ — $ 19,860 Cash - restricted 27,579 6,400 (a) — 33,979 Accounts receivable - trade, net 17,237 — — 17,237 Accounts receivable - other 930 — — 930 Prepaid expenses and other 6,099 45 (b) — 6,144 Other current assets 567 — — 567 Total current assets 69,912 8,805 — 78,717 Property and equipment, net 220,326 — (97,442 ) (g) 122,884 Intangible assets, net 3,068 — 9,587 (h) 12,655 Other assets 2,178 (12 ) (b) — 2,166 Total assets $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Liabilities, Temporary Equity and Shareholders’ Equity (Deficit) Current liabilities Current portions of long-term debt $ 18,064 $ (15,000 ) (a) $ — $ 3,064 Accounts payable - trade 12,238 (1,125 ) (b) — 11,113 Accounts payable - related parties 20 — — 20 Accrued expenses 9,293 (82 ) (a) (65 ) (i) 9,146 Total current liabilities 39,615 (16,207 ) (65 ) 23,343 Long-term debt, net of current portion 84 45,000 (c) — 45,084 Deferred tax liability 1,049 — (685 ) (j) 364 Liabilities subject to compromise 308,072 (308,072 ) (d) — — Total liabilities 348,820 (279,279 ) (750 ) 68,791 Temporary equity Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 15,344 (15,344 ) (e) — — Stockholders’ equity (deficit) Predecessor common stock, $0.04 par value, 112,500 shares authorized; 22,215 shares outstanding at December 31, 2016 889 (889 ) (e) — — Predecessor additional paid-in capital 193,431 (193,431 ) (e) — — Successor common stock, $0.01 par value, 40,000 shares authorized; 5,250 shares issued and outstanding — 53 (f) — 53 Successor additional paid-in capital — 147,578 (f) — 147,578 Accumulated retained earnings (deficit) (263,000 ) 350,105 (e) (87,105 ) (k) — Total stockholders’ equity (deficit) (68,680 ) 303,416 (87,105 ) 147,631 Total liabilities, temporary equity and stockholders’ equity (deficit) $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Reorganization Adjustments Reorganization adjustments reflect amounts recorded on the Effective Date for the effect of implementation of the Plan. The significant reorganization adjustments are summarized as follows (in thousands): (a) Reflects the net sources of cash on the Effective Date from implementation of the Plan: Sources: First Lien Term Loan $ 50,000 Uses: Payment to Holders of the Prior Senior Notes $ (20,000 ) Payoff of Prior Loan Agreement (15,000 ) Payoff of Prior Loan Agreement accrued interest (82 ) Restricted cash (6,400 ) Debt issuance costs (5,000 ) Professional Fees (1,158 ) Total Uses (47,640 ) Net Sources $ 2,360 (b) Reflects the net payment of $1.1 million in professional fees. (c) Represents the issuance of the new debt, net of loan costs, in connection with the Plan. (d) Reflects the settlement of Liabilities Subject to Compromise in accordance with the Plan as follows: Liabilities subject to compromise of the Predecessor Company: Prior Senior Notes and accrued interest $ 308,072 Fair value of equity issued to Prior Senior Noteholders (147,631 ) Cash payments to Prior Senior Noteholders (20,000 ) Gain on settlement of liabilities subject to compromise $ 140,441 (e) Reflects the cumulative impact of reorganization adjustments discussed above: Gain on settlement of liabilities subject to compromise $ 140,441 Cancellation of Predecessor temporary equity and permanent equity 209,664 Net impact to retained earnings (deficit) $ 350,105 (f) Reflects the issuance of 5,249,997 shares, valued at $28.12 per share, of New Common Stock in accordance with the Plan. Fresh start Accounting Adjustments Fresh start accounting adjustments are necessary to reflect assets at their estimated fair values and to eliminate accumulated deficit. (g) An adjustment of $97.4 million was recorded to decrease the net book value of property and equipment to estimated fair value. The components of property and equipment, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Predecessor Company Fresh start adjustments Successor Company Well servicing equipment $ 165,585 $ (88,033 ) $ 77,552 Autos and trucks 26,660 7,392 34,052 Disposal wells 15,890 (12,080 ) 3,810 Buildings and improvements 9,766 (4,424 ) 5,342 Furniture and fixtures 901 359 1,260 Land 1,524 (656 ) 868 $ 220,326 $ (97,442 ) $ 122,884 (h) An adjustment of $9.6 million was recorded to increase the net book value of intangible assets to estimated fair value. The components of intangibles, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Useful Life (years) Predecessor Company Fresh start adjustments Successor Company Trade Names 15 $ 3,068 $ (596 ) $ 2,472 Covenants not to compete 4 — 1,505 1,505 Customer relationships 15 — 8,678 8,678 $ 3,068 $ 9,587 $ 12,655 Estimated amortization expense of the intangible assets is as follows (in thousands): Year ending December 31, Amortization 2017 $ 793 2018 1,120 2019 1,120 2020 1,120 2021 853 2022 743 Thereafter 6,906 $ 12,655 (i) Reflects adjustment decreasing the Company's asset retirement obligation to estimated fair value. (j) Reflects a reduction in deferred tax liabilities recorded as of the Effective Date as determined in accordance with ASC 740 - Income Taxes. The reduction in deferred tax liabilities was primarily the result of the revaluation of the Company’s property and equipment and intangible assets under fresh start accounting. (k) Reflects the cumulative impact of fresh start adjustments discussed above (in thousands): Intangible assets fair value adjustments $ 9,587 Property and equipment fair value adjustments (97,442 ) Asset retirement obligation adjustment 65 Deferred tax liability adjustments 685 Net impact to retained earnings (deficit) $ (87,105 ) Enterprise value $ 176 Plus: Cash and cash equivalents 20 Plus: Fair value on non-debt liabilities, net 20 Reorganization value of Successor assets $ 216 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense of the intangible assets is as follows (in thousands): Year ending December 31, Amortization 2017 $ 793 2018 1,120 2019 1,120 2020 1,120 2021 853 2022 743 Thereafter 6,906 $ 12,655 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following: Estimated Life in Years June 30, 2017, Successor December 31, 2016, Predecessor (in thousands) Well servicing equipment 9-15 years $ 77,713 $ 411,199 Autos and trucks 5-10 years 33,928 126,580 Disposal wells 5-15 years 3,810 37,752 Building and improvements 5-30 years 5,342 14,125 Furniture and fixtures 3-15 years 1,718 6,779 Land 868 1,524 123,379 597,959 Accumulated depreciation (5,438 ) (364,597 ) $ 117,941 $ 233,362 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt at June 30, 2017 and December 31, 2016 consisted of the following: June 30, 2017, Successor December 31, 2016, Predecessor (in thousands) Prior Senior Notes, net of deferred financing costs of $2.3 million as of December 31, 2016 $ — $ 277,662 Prior Loan Agreement — 15,000 Third party equipment notes and capital leases 1,000 1,386 Insurance notes 737 5,124 New Loan Agreement, including $0.8 million of accrued interest paid in kind and net of debt discount of $4.6 million as of June 30, 2017 46,166 — Total debt 47,903 299,172 Less: Current portion (1,456 ) (298,932 ) Total long-term debt $ 46,447 $ 240 |
Contractual Obligation, Fiscal Year Maturity Schedule | Following are required principal payments due on capital leases existing as of June 30, 2017 : July - December 2017 2018 2019 2020 2021 and thereafter (in thousands) Capital lease principal payments $ 451 $ 326 $ 89 $ 93 $ 41 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of the Carrying Amounts and Estimated Fair Values of Financial Instruments | The fair values of the New Loan Agreement and the Prior Senior Notes as of the respective dates are set forth below: June 30, 2017, Successor December 31, 2016, Predecessor Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) New Loan Agreement $ 50,000 $ 55,500 $ — $ — Prior Senior Notes $ — $ — $ 277,662 $ 98,570 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables represent related party transactions (in thousands): As of June 30, 2017, Successor December 31, 2016, Predecessor Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ 237 $ 295 Related parties payable: Alice Environmental Services, LP/Alice Environmental Holding LLC (2) $ (145 ) $ — Tasco Tool Services, Ltd. (3) — — Texas Quality Gate Guard Services, LLC (4) — 18 Animas Holdings, LLC (5) (15 ) — $ (160 ) $ 18 Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Three months ended June 30, 2016 Six months ended June 30, 2016 (in thousands) Related parties expense activity: Alice Environmental Services, LP/Alice Environmental Holdings, LLC (2) $ 148 $ 73 $ 296 $ 264 $ 561 Tasco Tool Services, Ltd. (3) — 3 11 — 15 Texas Quality Gate Guard Services, LLC (4) — 17 58 19 65 Animas Holdings, LLC (5) 32 13 61 44 84 CJW Group, LLC (6) 6 3 13 9 19 $ 186 $ 109 $ 439 $ 344 $ 744 Other payments to related parties: SB Factoring, LLC (7) $ — $ 65 $ 65 $ 89 $ 217 $ — $ 65 $ 65 $ 89 $ 217 (1) The Company has a deposit relationship with Texas Champion Bank. Travis Burris is the President, Chief Executive Officer, and director of Texas Champion Bank and served as a Company director until the Effective Date. John E. Crisp, Mr. Crisp, is an executive officer and director of Forbes Energy Services, Ltd, serves on the board of directors of Texas Champion Bank. (2) Mr. Crisp is a partial owner of Alice Environmental Holdings, LLC, or AEH, and is an indirect shareholder and manager of Alice Environmental Services, LP, or AES and Alice Environmental West Texas, LLC, or AEWT. The Company leases or rents land and buildings from AES. (3) Tasco Tool Services, Ltd., 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. As of the Effective Date, Tasco is not a related party. (4) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity partially owend by Mr. Crisp and a son of Mr. Crisp. Texas Quality Gate Guard Services has provided security services to the Company. Since the Effective Date, Texas Quality Gate Guard Services has not provided services to our Company and we do not anticipate securing their services in the future. (5) Animas Holdings, LLC, or Animas, is partially owned by two sons of Mr. Crisp. Animas owns land and property that it leases to the Company. (6) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Mr. Crisp. (7) 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 partially owned by Mr. Crisp. 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. Since the Effective Date, SB Factoring has not factored vendor receivables from our Company and we do not anticipate they will in the future. |
Supplemental Cash Flow Inform28
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Successor Predecessor April 13 through June 30, 2017 January 1 through April 12, 2017 Six months ended June 30, 2016 (in thousands) Cash paid for Interest $ 657 $ 453 $ 261 Income tax $ — $ — $ — Supplemental schedule of non-cash investing and financing activities Changes in accounts payable related to capital expenditures $ — $ — $ (1,450 ) Capital leases on equipment $ 344 $ — $ — Preferred stock dividends and accretion costs $ — $ 10 $ 21 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | The following table sets forth the computation of basic and diluted loss per share: Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 Three months ended June 30, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (7,001 ) $ 49,666 $ (38,686 ) Preferred stock dividends and accretion — — (194 ) Net income (loss) attributable to common stockholders $ (7,001 ) $ 49,666 $ (38,880 ) Weighted-average common shares 5,250 27,508 22,214 Basic and diluted net income (loss) per share $ (1.33 ) $ 1.81 $ (1.75 ) Successor Predecessor April 13 through June 30, 2017 January 1 through April 12, 2017 Six months ended June 30, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (7,001 ) $ 27,228 $ (63,154 ) Preferred stock dividends and accretion — (46 ) (388 ) Net income (loss) attributable to common stockholders $ (7,001 ) $ 27,182 $ (63,542 ) Weighted-average common shares 5,250 27,508 22,213 Basic and diluted net income (loss) per share $ (1.33 ) $ 0.99 $ (2.86 ) |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 period April 13, 2017 through June 30, 2017 (Successor) , the period January 1, 2017 through April 12, 2017 (Predecessor) and the three and six months ended June 30, 2016 (Predecessor) (in thousands): April 13 through June 30, 2017 Successor Well Servicing Fluid Logistics Total Operating revenues $ 18,139 $ 9,711 $ 27,850 Direct operating costs 13,814 9,053 22,867 Segment operating profit $ 4,325 $ 658 $ 4,983 Depreciation and amortization $ 2,837 $ 2,844 $ 5,681 Capital expenditures (1) $ 915 $ 454 $ 1,368 Total assets $ 97,208 $ 78,680 $ 175,708 Long-lived assets $ 68,672 $ 49,269 $ 117,941 Predecessor April 1, 2017 through April 12, 2017 January 1, 2017 through April 12, 2017 Well Servicing Fluid Logistics Total Well Servicing Fluid Logistics Total Operating revenues $ 2,449 $ 1,269 $ 3,718 $ 19,554 $ 11,211 $ 30,765 Direct operating costs 1,813 1,260 3,073 15,952 11,207 27,159 Segment operating profit $ 636 $ 9 $ 645 $ 3,602 $ 4 $ 3,606 Depreciation and amortization $ 782 $ 751 $ 1,533 $ 6,927 $ 6,674 $ 13,601 Capital expenditures (1) $ 12 $ 11 $ 23 $ 286 $ 114 $ 400 Total assets $ 607,638 $ 434,371 $ 1,042,009 $ 607,638 $ 434,371 $ 1,042,009 Long-lived assets $ 135,942 $ 84,384 $ 220,326 $ 135,942 $ 84,384 $ 220,326 Predecessor Three months ended June 30, 2016 Six months ended June 30, 2016 Well Servicing Fluid Logistics Total Well Servicing Fluid Logistics Total Operating revenues $ 16,796 $ 11,615 $ 28,411 $ 35,509 $ 24,833 $ 60,342 Direct operating costs 15,668 10,931 26,599 32,388 24,092 56,480 Segment operating profit $ 1,128 $ 684 $ 1,812 $ 3,121 $ 741 $ 3,862 Depreciation and amortization $ 6,927 $ 6,743 $ 13,670 $ 13,603 $ 13,556 $ 27,159 Impairment of assets $ — $ 14,512 $ 14,512 $ — $ 14,512 $ 14,512 Capital expenditures (1) $ 720 $ 2,437 $ 3,157 $ 913 $ 3,874 $ 4,787 Total assets $ 611,540 $ 444,652 $ 1,056,192 $ 611,540 $ 444,652 $ 1,056,192 Long-lived assets $ 151,934 $ 103,323 $ 255,257 $ 151,934 $ 103,323 $ 255,257 (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 period end. Successor Predecessor April 13 through June 30, 2017 April 1 through April 12, 2017 January 1 through April 12, 2017 Reconciliation of the Company's Operating Loss As Reported: (in thousands) Segment operating profits $ 4,983 $ 645 $ 3,606 General and administrative expense 3,130 500 5,012 Depreciation and amortization 5,681 1,533 13,601 Operating loss (3,828 ) (1,388 ) (15,007 ) Other expense, net (1,891 ) (40 ) (2,241 ) Gain (loss) on reorganization items, net (1,299 ) 51,090 44,503 Pre-tax income (loss) $ (7,018 ) $ 49,662 $ 27,255 Predecessor Three months ended June 30, 2016 Six months ended June 30, 2016 Reconciliation of the Company's Operating Loss As Reported: (in thousands) Segment operating profits $ 1,812 $ 3,862 General and administrative expense 5,420 11,476 Depreciation and amortization 13,670 27,159 Impairment of assets 14,512 14,512 Operating loss (31,790 ) (49,285 ) Other expense, net (6,905 ) (13,829 ) Pre-tax loss $ (38,695 ) $ (63,114 ) Successor Predecessor June 30, 2017 December 31, 2016 Reconciliation of the Company's Assets As Reported: (in thousands) Total reportable segments $ 175,708 $ 1,045,753 Elimination of internal transactions (77,769 ) (1,935,640 ) Parent 110,621 1,202,768 Total assets $ 208,560 $ 312,881 |
Organization and Nature of Op31
Organization and Nature of Operations - Narrative (Details) | May 11, 2017USD ($) | Apr. 13, 2017USD ($) | Jan. 22, 2017USD ($)$ / sharesshares | Aug. 14, 2017USD ($) | Jun. 30, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | |||||||
Enterprise value | $ 176,000,000 | ||||||
Tax rate | 35.00% | ||||||
Discount rate | 0.169 | ||||||
Management Incentive Plan | |||||||
Debt Instrument [Line Items] | |||||||
Common stock reserved for issuance (in shares) | shares | 750,000 | ||||||
Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated interest rate | 5.00% | ||||||
Cash payment for cancellation of debt | $ 20,000,000 | $ 20,000,000 | |||||
Revolving Credit Facility | Prior Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 15,000,000 | ||||||
Senior notes | 9% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 280,000,000 | ||||||
Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (price per share) | $ / shares | $ 28.12 | ||||||
Common Stock | Senior notes | 9% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Percent of common stock issued for debt cancellation | 100.00% | ||||||
Shares issued (in shares) | shares | 5,249,997 | ||||||
Reorganization Adjustments | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 20,000,000 | ||||||
Professional fees | 1,158,000 | ||||||
Intangible assets, net | 0 | ||||||
Property and equipment, net | 0 | ||||||
Reorganization Adjustments | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Professional fees | 1,100,000 | ||||||
Reorganization Adjustments | Senior notes | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | 20,000,000 | ||||||
Fresh Start Adjustments | |||||||
Debt Instrument [Line Items] | |||||||
Intangible assets, net | 9,587,000 | ||||||
Property and equipment, net | (97,442,000) | ||||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Enterprise value | 176,000,000 | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Enterprise value | 210,000,000 | ||||||
Midpoint | |||||||
Debt Instrument [Line Items] | |||||||
Enterprise value | 193,000,000 | ||||||
Predecessor | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.04 | ||||||
Accrued interest | $ 26,578,000 | ||||||
Intangible assets, net | 3,068,000 | 3,220,000 | |||||
Property and equipment, net | 220,326,000 | $ 233,362,000 | |||||
Predecessor | Senior notes | 9% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 280,000,000 | ||||||
Debt instrument, stated interest rate | 9.00% | ||||||
Accrued interest | $ 28,100,000 | ||||||
Successor | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | ||||||
Accrued interest | $ 145,000 | ||||||
Intangible assets, net | 12,655,000 | 12,446,000 | |||||
Property and equipment, net | $ 122,884,000 | $ 117,941,000 | |||||
Subsequent Event | Collateral Pledged | Revolving Credit Facility | Prior Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Cash pledged | $ 10,100,000 |
Organization and Nature of Op32
Organization and Nature of Operations - Reconciliation of the Enterprise Value (Details) $ in Millions | Jan. 22, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Enterprise value | $ 176 |
Plus: Cash and cash equivalents | 20 |
Plus: Fair value on non-debt liabilities, net | 20 |
Reorganization value of Successor assets | $ 216 |
Organization and Nature of Op33
Organization and Nature of Operations - Balance Sheet Impact (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Apr. 12, 2017 | Jan. 22, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Reorganization Adjustments | ||||||
Current assets | ||||||
Cash and cash equivalents | $ 2,360 | |||||
Cash - restricted | 6,400 | |||||
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 0 | |||||
Accounts receivable - other | 0 | |||||
Prepaid expenses and other current assets | 45 | |||||
Other current assets | 0 | |||||
Total current assets | 8,805 | |||||
Property and equipment, net | 0 | |||||
Intangible assets, net | 0 | |||||
Other assets | (12) | |||||
Total assets | 8,793 | |||||
Current liabilities | ||||||
Current portions of long-term debt | (15,000) | |||||
Accounts payable - trade | (1,125) | |||||
Accounts payable - related parties | 0 | |||||
Accrued expenses | (82) | |||||
Total current liabilities | (16,207) | |||||
Long-term debt, net of current portion | 45,000 | |||||
Deferred tax liability | 0 | |||||
Liabilities subject to compromise | (308,072) | |||||
Total liabilities | (279,279) | |||||
Temporary equity | ||||||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | (15,344) | |||||
Stockholders’ equity (deficit) | ||||||
Accumulated deficit | 350,105 | |||||
Total stockholders’ equity (deficit) | 303,416 | |||||
Total liabilities, temporary equity and stockholders’ equity (deficit) | 8,793 | |||||
Fresh Start Adjustments | ||||||
Current assets | ||||||
Cash and cash equivalents | 0 | |||||
Cash - restricted | 0 | |||||
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 0 | |||||
Accounts receivable - other | 0 | |||||
Prepaid expenses and other current assets | 0 | |||||
Other current assets | 0 | |||||
Total current assets | 0 | |||||
Property and equipment, net | (97,442) | |||||
Intangible assets, net | 9,587 | |||||
Other assets | 0 | |||||
Total assets | (87,855) | |||||
Current liabilities | ||||||
Current portions of long-term debt | 0 | |||||
Accounts payable - trade | 0 | |||||
Accounts payable - related parties | 0 | |||||
Accrued expenses | (65) | |||||
Total current liabilities | (65) | |||||
Long-term debt, net of current portion | 0 | |||||
Deferred tax liability | (685) | |||||
Liabilities subject to compromise | 0 | |||||
Total liabilities | (750) | |||||
Stockholders’ equity (deficit) | ||||||
Accumulated deficit | (87,105) | |||||
Total stockholders’ equity (deficit) | (87,105) | |||||
Total liabilities, temporary equity and stockholders’ equity (deficit) | (87,855) | |||||
Predecessor | ||||||
Current assets | ||||||
Cash and cash equivalents | $ 19,860 | 17,500 | $ 20,437 | $ 68,627 | $ 74,611 | |
Cash - restricted | 27,579 | 27,563 | ||||
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 17,237 | 16,962 | ||||
Accounts receivable - other | 930 | 290 | ||||
Prepaid expenses and other current assets | 6,099 | 8,778 | ||||
Other current assets | 567 | |||||
Total current assets | 69,912 | 74,030 | ||||
Property and equipment, net | 220,326 | 233,362 | ||||
Intangible assets, net | 3,068 | 3,220 | ||||
Other assets | 2,178 | 2,269 | ||||
Total assets | 1,042,009 | 295,484 | 312,881 | $ 1,056,192 | ||
Current liabilities | ||||||
Current portions of long-term debt | 18,064 | 298,932 | ||||
Accounts payable - trade | 12,238 | 4,505 | ||||
Accounts payable - related parties | 20 | 18 | ||||
Accrued expenses | 9,293 | 8,740 | ||||
Total current liabilities | 39,615 | 338,773 | ||||
Long-term debt, net of current portion | 84 | 240 | ||||
Deferred tax liability | 1,049 | 1,096 | ||||
Liabilities subject to compromise | 308,072 | |||||
Total liabilities | 348,820 | 340,109 | ||||
Temporary equity | ||||||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | 15,344 | 15,298 | ||||
Stockholders’ equity (deficit) | ||||||
Common stock | 889 | 889 | ||||
Additional paid-in capital | 193,431 | 193,477 | ||||
Accumulated deficit | (263,000) | (236,892) | ||||
Total stockholders’ equity (deficit) | (15,344) | (68,680) | (42,526) | |||
Total liabilities, temporary equity and stockholders’ equity (deficit) | 295,484 | $ 312,881 | ||||
Predecessor | Reorganization Adjustments | ||||||
Stockholders’ equity (deficit) | ||||||
Common stock | (889) | |||||
Additional paid-in capital | (193,431) | |||||
Successor | ||||||
Current assets | ||||||
Cash and cash equivalents | $ 16,139 | 19,860 | 19,860 | |||
Cash - restricted | 33,979 | 33,979 | ||||
Accounts receivable - trade, net of allowance for doubtful accounts of $1.9 million and $1.4 million as of June 30, 2017, and December 31, 2016, respectively | 19,756 | 17,237 | ||||
Accounts receivable - other | 714 | 930 | ||||
Prepaid expenses and other current assets | 5,290 | 6,144 | ||||
Other current assets | 567 | |||||
Total current assets | 75,878 | 78,717 | ||||
Property and equipment, net | 117,941 | 122,884 | ||||
Intangible assets, net | 12,446 | 12,655 | ||||
Other assets | 2,295 | 2,166 | ||||
Total assets | 208,560 | 216,422 | ||||
Current liabilities | ||||||
Current portions of long-term debt | 1,456 | 3,064 | ||||
Accounts payable - trade | 11,244 | 11,113 | ||||
Accounts payable - related parties | 0 | 20 | ||||
Accrued expenses | 8,291 | 9,146 | ||||
Total current liabilities | 21,136 | 23,343 | ||||
Long-term debt, net of current portion | 46,447 | 45,084 | ||||
Deferred tax liability | 347 | 364 | ||||
Liabilities subject to compromise | 0 | |||||
Total liabilities | 67,930 | 68,791 | ||||
Stockholders’ equity (deficit) | ||||||
Common stock | 53 | 53 | ||||
Additional paid-in capital | 147,578 | 147,578 | ||||
Accumulated deficit | (7,001) | 0 | ||||
Total stockholders’ equity (deficit) | 140,630 | $ 0 | 147,631 | |||
Total liabilities, temporary equity and stockholders’ equity (deficit) | $ 208,560 | 216,422 | ||||
Successor | Reorganization Adjustments | ||||||
Stockholders’ equity (deficit) | ||||||
Common stock | 53 | |||||
Additional paid-in capital | 147,578 | |||||
Successor | Fresh Start Adjustments | ||||||
Stockholders’ equity (deficit) | ||||||
Common stock | $ 0 |
Organization and Nature of Op34
Organization and Nature of Operations - Net Sources of Cash (Details) - Reorganization Adjustments $ in Thousands | Jan. 22, 2017USD ($) |
Sources: | |
First Lien Term Loan | $ 50,000 |
Uses: | |
Repayments of debt | (20,000) |
Payoff of Prior Loan Agreement accrued interest | (82) |
Restricted cash | (6,400) |
Debt issuance costs | (5,000) |
Professional Fees | (1,158) |
Total Uses | (47,640) |
Net Sources | 2,360 |
Senior notes | |
Uses: | |
Repayments of debt | (20,000) |
Line of Credit | |
Uses: | |
Repayments of debt | $ (15,000) |
Organization and Nature of Op35
Organization and Nature of Operations - Settlement of Liabilities (Details) - Reorganization Adjustments - USD ($) $ in Thousands | Jan. 22, 2017 | Apr. 12, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Prior Senior Notes and accrued interest | $ 308,072 | |
Fair value of equity issued to Prior Senior Noteholders | 147,631 | |
Cash payments to Prior Senior Noteholders | (20,000) | |
Gain on settlement of liabilities subject to compromise | $ 140,441 | $ 140,441 |
Organization and Nature of Op36
Organization and Nature of Operations - Cumulative Impact of the Reorganization Adjustments (Details) - Reorganization Adjustments - USD ($) $ in Thousands | Jan. 22, 2017 | Apr. 12, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Gain on settlement of liabilities subject to compromise | $ 140,441 | $ 140,441 |
Cancellation of Predecessor temporary equity and permanent equity | 209,664 | |
Net impact to retained earnings (deficit) | $ 350,105 |
Organization and Nature of Op37
Organization and Nature of Operations - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Jan. 22, 2017 | Dec. 31, 2016 |
Fresh Start Adjustments | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | $ (97,442) | ||
Fresh Start Adjustments | Well servicing equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | (88,033) | ||
Fresh Start Adjustments | Autos and trucks | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 7,392 | ||
Fresh Start Adjustments | Disposal wells | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | (12,080) | ||
Fresh Start Adjustments | Buildings and improvements | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | (4,424) | ||
Fresh Start Adjustments | Furniture and fixtures | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 359 | ||
Fresh Start Adjustments | Land | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | (656) | ||
Predecessor | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 220,326 | $ 233,362 | |
Predecessor | Well servicing equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 165,585 | ||
Predecessor | Autos and trucks | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 26,660 | ||
Predecessor | Disposal wells | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 15,890 | ||
Predecessor | Buildings and improvements | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 9,766 | ||
Predecessor | Furniture and fixtures | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 901 | ||
Predecessor | Land | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 1,524 | ||
Successor | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | $ 117,941 | 122,884 | |
Successor | Well servicing equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 77,552 | ||
Successor | Autos and trucks | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 34,052 | ||
Successor | Disposal wells | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 3,810 | ||
Successor | Buildings and improvements | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 5,342 | ||
Successor | Furniture and fixtures | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 1,260 | ||
Successor | Land | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | $ 868 |
Organization and Nature of Op38
Organization and Nature of Operations - Components of Intangibles, Net (Details) - USD ($) $ in Thousands | Jan. 22, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Trade Names | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 15 years | ||
Covenants not to compete | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 4 years | ||
Customer relationships | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 15 years | ||
Fresh Start Adjustments | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | $ 9,587 | ||
Fresh Start Adjustments | Trade Names | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | (596) | ||
Fresh Start Adjustments | Covenants not to compete | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 1,505 | ||
Fresh Start Adjustments | Customer relationships | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 8,678 | ||
Predecessor | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 3,068 | $ 3,220 | |
Predecessor | Trade Names | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 3,068 | ||
Predecessor | Covenants not to compete | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 0 | ||
Predecessor | Customer relationships | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 0 | ||
Successor | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 12,655 | $ 12,446 | |
Successor | Trade Names | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 2,472 | ||
Successor | Covenants not to compete | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | 1,505 | ||
Successor | Customer relationships | |||
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | $ 8,678 |
Organization and Nature of Op39
Organization and Nature of Operations - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - Fresh Start Adjustments | Jan. 22, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
2,017 | $ 793 |
2,018 | 1,120 |
2,019 | 1,120 |
2,020 | 1,120 |
2,021 | 853 |
2,022 | 743 |
Thereafter | 6,906 |
Amortization | $ 12,655 |
Organization and Nature of Op40
Organization and Nature of Operations - Cumulative Impact of Fresh-Start Adjustments (Details) - Fresh Start Adjustments $ in Thousands | Jan. 22, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
Intangible assets, net | $ 9,587 |
Property and equipment, net | (97,442) |
Asset retirement obligation adjustment | 65 |
Deferred tax liability adjustments | $ 685 |
Organization and Nature of Op41
Organization and Nature of Operations - Reorganization Items (Details) - USD ($) $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jan. 22, 2017 |
Successor | |||||
Fresh-Start Adjustment [Line Items] | |||||
Reorganization legal and professional fees | $ (1,299) | ||||
Deferred loan costs expensed | 0 | ||||
Gain on settlement of liabilities subject to compromise | 0 | ||||
Fresh start adjustments | 0 | ||||
Gain (loss) on reorganization items, net | $ (1,299) | ||||
Predecessor | |||||
Fresh-Start Adjustment [Line Items] | |||||
Reorganization legal and professional fees | $ (2,246) | $ (6,729) | |||
Deferred loan costs expensed | 0 | (2,104) | |||
Gain on settlement of liabilities subject to compromise | 140,441 | 140,441 | |||
Gain (loss) on reorganization items, net | 51,090 | 44,503 | $ 0 | ||
Fresh Start Adjustments | Predecessor | |||||
Fresh-Start Adjustment [Line Items] | |||||
Net impact to retained earnings (deficit) | $ (87,105) | $ (87,105) | $ (87,105) |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Impairment loss | $ 14.5 | ||
Fresh-Start Adjustment [Line Items] | |||
Restricted cash | $ 34 | $ 27.6 | |
New First Lien Term Loan Facility (Exit Facility) | Line of Credit | |||
Fresh-Start Adjustment [Line Items] | |||
Restricted cash | 23.9 | ||
Unrestricted cash and cash equivalents after giving pro forma effect to requested release (less than) | 7 | ||
New Regions Letter of Credit Facility | Letter of Credit | |||
Fresh-Start Adjustment [Line Items] | |||
Restricted cash | $ 10.1 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - shares | 6 Months Ended | |
Jun. 30, 2017 | Apr. 13, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Maximum number of shares that may be issued or transferred (in shares) | 750,000 | |
Awards issued (in shares) | 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 22, 2017 | Dec. 31, 2016 |
Summary of Property and equipment | ||||||||
Depreciation expense | $ 13,000 | $ 25,800 | ||||||
Well servicing equipment | Maximum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 15 years | |||||||
Well servicing equipment | Minimum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 9 years | |||||||
Autos and trucks | Maximum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 10 years | |||||||
Autos and trucks | Minimum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 5 years | |||||||
Disposal wells | Maximum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 15 years | |||||||
Disposal wells | Minimum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 5 years | |||||||
Building and improvements | Maximum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 30 years | |||||||
Building and improvements | Minimum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 5 years | |||||||
Furniture and fixtures | Maximum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 15 years | |||||||
Furniture and fixtures | Minimum | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, estimated life | 3 years | |||||||
Successor | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | $ 123,379 | $ 123,379 | ||||||
Accumulated depreciation | (5,438) | (5,438) | ||||||
Property and equipment, net | 117,941 | 117,941 | $ 122,884 | |||||
Depreciation expense | 5,500 | |||||||
Successor | Well servicing equipment | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 77,713 | 77,713 | ||||||
Property and equipment, net | 77,552 | |||||||
Successor | Autos and trucks | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 33,928 | 33,928 | ||||||
Successor | Disposal wells | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 3,810 | 3,810 | ||||||
Property and equipment, net | 3,810 | |||||||
Successor | Building and improvements | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 5,342 | 5,342 | ||||||
Property and equipment, net | 5,342 | |||||||
Successor | Furniture and fixtures | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 1,718 | 1,718 | ||||||
Property and equipment, net | 1,260 | |||||||
Successor | Land | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | $ 868 | $ 868 | ||||||
Property and equipment, net | 868 | |||||||
Predecessor | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | $ 597,959 | |||||||
Accumulated depreciation | (364,597) | |||||||
Property and equipment, net | 220,326 | 233,362 | ||||||
Depreciation expense | $ 1,500 | $ 13,400 | ||||||
Predecessor | Well servicing equipment | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 411,199 | |||||||
Property and equipment, net | 165,585 | |||||||
Predecessor | Autos and trucks | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 126,580 | |||||||
Predecessor | Disposal wells | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 37,752 | |||||||
Property and equipment, net | 15,890 | |||||||
Predecessor | Building and improvements | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 14,125 | |||||||
Property and equipment, net | 9,766 | |||||||
Predecessor | Furniture and fixtures | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | 6,779 | |||||||
Property and equipment, net | 901 | |||||||
Predecessor | Land | ||||||||
Summary of Property and equipment | ||||||||
Property and equipment, gross | $ 1,524 | |||||||
Property and equipment, net | $ 1,524 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Third party equipment notes and capital leases | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 1,000 | |
Successor | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 47,903 | |
Less: Current portion | (1,456) | |
Long-term debt and capital lease obligations, noncurrent | 46,447 | |
Successor | New Loan Agreement, including $0.8 million of accrued interest paid in kind and net of debt discount of $4.6 million as of June 30, 2017 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 4,600 | |
Accrued interest paid in kind | 800 | |
Long-term debt and capital lease obligations | 46,166 | |
Successor | Senior notes | Prior Senior Notes, net of deferred financing costs of $2.3 million as of December 31, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 0 | |
Successor | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 0 | |
Successor | Third party equipment notes and capital leases | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 1,000 | |
Successor | Insurance notes | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 737 | |
Predecessor | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 299,172 | |
Less: Current portion | (298,932) | |
Long-term debt and capital lease obligations, noncurrent | 240 | |
Predecessor | New Loan Agreement, including $0.8 million of accrued interest paid in kind and net of debt discount of $4.6 million as of June 30, 2017 | Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 0 | |
Predecessor | Senior notes | Prior Senior Notes, net of deferred financing costs of $2.3 million as of December 31, 2016 | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 2,300 | |
Long-term debt and capital lease obligations | 277,662 | |
Predecessor | Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 15,000 | |
Predecessor | Third party equipment notes and capital leases | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 1,386 | |
Predecessor | Insurance notes | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 5,124 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | May 11, 2017USD ($) | Apr. 13, 2017USD ($) | Jan. 22, 2017USD ($) | Jun. 30, 2017USD ($) | Apr. 12, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)installment | Jun. 30, 2016USD ($) | Apr. 13, 2018 | Dec. 31, 2016USD ($) | Oct. 31, 2016 | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Restricted cash | $ 34,000,000 | $ 34,000,000 | $ 27,600,000 | |||||||||
Payments of debt | $ 1,100,000 | $ 2,100,000 | ||||||||||
Senior notes | 9% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 280,000,000 | |||||||||||
Third party equipment notes and capital leases | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | $ 1,000,000 | $ 1,000,000 | ||||||||||
Insurance notes | Insurance Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, stated interest rate | 2.87% | |||||||||||
Minimum | Third party equipment notes and capital leases | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, number of installments | installment | 42 | |||||||||||
Debt instrument, effective interest rate | 3.10% | 3.10% | ||||||||||
Maximum | Third party equipment notes and capital leases | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, number of installments | installment | 60 | |||||||||||
Debt instrument, effective interest rate | 8.40% | 8.40% | ||||||||||
Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash payment for cancellation of debt | $ 20,000,000 | $ 20,000,000 | ||||||||||
Unrestricted cash and cash equivalents after giving pro forma effect to requested release (less than) | $ 7,000,000 | |||||||||||
Restricted cash | $ 23,900,000 | 23,900,000 | ||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||
Debt instrument, stated interest rate | 5.00% | |||||||||||
Debt instrument, PIK interest rate | 7.00% | |||||||||||
Funding fee | $ 3,000,000 | |||||||||||
Backstop fee | 2,000,000 | |||||||||||
Cash in excess of threshold required to be used to repay loans | $ 20,000,000 | |||||||||||
Revolving Credit Facility | Prior Loan Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 15,000,000 | |||||||||||
Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Letters of credit outstanding | 9,000,000 | 9,000,000 | ||||||||||
Letter of Credit | New Regions Letters of Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percent of the sum of all amount owing | 105.00% | |||||||||||
Percent of aggregate line of credit for charge cards | 120.00% | |||||||||||
Effective date interest rate | 3.00% | |||||||||||
Successor | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 47,903,000 | 47,903,000 | ||||||||||
Payments of debt | 285,000 | |||||||||||
Successor | Senior notes | 9% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 0 | 0 | ||||||||||
Successor | Third party equipment notes and capital leases | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 1,000,000 | 1,000,000 | ||||||||||
Successor | Insurance notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 737,000 | 737,000 | ||||||||||
Successor | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | $ 46,166,000 | $ 46,166,000 | ||||||||||
Predecessor | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 299,172,000 | |||||||||||
Payments of debt | $ 444,000 | $ 2,120,000 | ||||||||||
Predecessor | Senior notes | 9% Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 280,000,000 | |||||||||||
Debt instrument, stated interest rate | 9.00% | |||||||||||
Debt and capital lease obligations | 277,662,000 | |||||||||||
Predecessor | Third party equipment notes and capital leases | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 1,386,000 | |||||||||||
Predecessor | Insurance notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | 5,124,000 | |||||||||||
Predecessor | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt and capital lease obligations | $ 0 | |||||||||||
Scenario, Forecast | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, PIK interest rate | 2.00% |
Long-Term Debt - Capital Lease
Long-Term Debt - Capital Lease Payment Schedule (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
July - December 2017 | $ 451 |
2,018 | 326 |
2,019 | 89 |
2,020 | 93 |
2021 and thereafter | $ 41 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Successor | Carrying Amount | Senior notes | 9% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 | |
Successor | Fair Value | Senior notes | 9% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | |
Predecessor | Carrying Amount | Senior notes | 9% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 277,662 | |
Predecessor | Fair Value | Senior notes | 9% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 98,570 | |
Line of Credit | Successor | Carrying Amount | New First Lien Term Loan Facility (Exit Facility) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 50,000 | |
Line of Credit | Successor | Fair Value | New First Lien Term Loan Facility (Exit Facility) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 55,500 | |
Line of Credit | Predecessor | Carrying Amount | New First Lien Term Loan Facility (Exit Facility) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | |
Line of Credit | Predecessor | Fair Value | New First Lien Term Loan Facility (Exit Facility) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 12, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2016 | Aug. 11, 2017 | Jan. 22, 2017 | Dec. 31, 2016 |
Related party capital expenditures | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party capital expenditures | $ 0 | $ 0 | |||||||
Successor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | $ 0 | $ 0 | $ 20,000 | ||||||
Related party transactions | (160,000) | (160,000) | |||||||
Related parties expense activity: | 186,000 | ||||||||
Other payments to related parties: | 0 | ||||||||
Successor | Related party capital expenditures | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party capital expenditures | 0 | ||||||||
Successor | Texas Champion Bank | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties cash and cash equivalents balances: | 237,000 | 237,000 | |||||||
Successor | Alice Environmental Services, LP/Alice Environmental Holdings, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 145,000 | 145,000 | |||||||
Related parties expense activity: | 148,000 | ||||||||
Successor | Tasco Tool Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 0 | 0 | |||||||
Successor | Texas Quality Gate Guard Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 0 | 0 | |||||||
Related parties expense activity: | 0 | ||||||||
Successor | Animas Holdings, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 15,000 | 15,000 | |||||||
Related parties expense activity: | 32,000 | ||||||||
Successor | CJW Group, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties expense activity: | 6,000 | ||||||||
Successor | SB Factoring LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other payments to related parties: | 0 | ||||||||
Predecessor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | $ 20,000 | $ 18,000 | |||||||
Related party transactions | 18,000 | ||||||||
Related parties expense activity: | $ 109,000 | $ 439,000 | 344,000 | 744,000 | |||||
Other payments to related parties: | 65,000 | 65,000 | 89,000 | 217,000 | |||||
Predecessor | Related party capital expenditures | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party capital expenditures | 0 | ||||||||
Predecessor | Texas Champion Bank | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties cash and cash equivalents balances: | 295,000 | ||||||||
Predecessor | Alice Environmental Services, LP/Alice Environmental Holdings, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 0 | ||||||||
Related parties expense activity: | 73,000 | 296,000 | 264,000 | 561,000 | |||||
Predecessor | Tasco Tool Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 0 | ||||||||
Related parties expense activity: | 3,000 | 11,000 | 0 | 15,000 | |||||
Predecessor | Texas Quality Gate Guard Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | 18,000 | ||||||||
Related parties expense activity: | 17,000 | 58,000 | 19,000 | 65,000 | |||||
Predecessor | Animas Holdings, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable: | $ 0 | ||||||||
Related parties expense activity: | 13,000 | 61,000 | 44,000 | 84,000 | |||||
Predecessor | CJW Group, LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties expense activity: | 3,000 | 13,000 | 9,000 | 19,000 | |||||
Predecessor | SB Factoring LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other payments to related parties: | $ 65,000 | $ 65,000 | $ 89,000 | $ 217,000 | |||||
Ascribe and Solace | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt due to related party | 12,600,000 | 12,600,000 | |||||||
Solace | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt due to related party | $ 11,500,000 | $ 11,500,000 | |||||||
Subsequent Event | Ascribe and Solace | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent of common stock outstanding | 24.50% | ||||||||
Subsequent Event | Solace | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent of common stock outstanding | 18.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Gain Contingencies [Line Items] | ||||
Limit excess policy | $ 10,000,000 | |||
Threshold amount for additional premium payable percentage | $ 500,000 | |||
Percentage of claims paid over threshold | 15.00% | |||
Letters of credit | $ 9,000,000 | $ 9,000,000 | ||
Auto Liability and General Liability Insurances | ||||
Gain Contingencies [Line Items] | ||||
Self insurance basic coverage | 250,000 | |||
Auto Liability | ||||
Gain Contingencies [Line Items] | ||||
Self insurance basic coverage | $ 1,000,000 | |||
Successor | Customer concentration risk | Consolidated revenues | Largest customer | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.50% | |||
Successor | Customer concentration risk | Consolidated revenues | Five largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 38.30% | |||
Successor | Customer concentration risk | Consolidated revenues | Ten largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 49.40% | |||
Successor | Customer concentration risk | Consolidated revenues | Major Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.50% | |||
Successor | Customer concentration risk | Consolidated revenues | Major Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Successor | Customer concentration risk | Accounts receivable | Largest customer | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.20% | |||
Successor | Customer concentration risk | Accounts receivable | Five largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 41.60% | |||
Successor | Customer concentration risk | Accounts receivable | Ten largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 53.50% | |||
Successor | Customer concentration risk | Accounts receivable | Major Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.20% | |||
Predecessor | Customer concentration risk | Consolidated revenues | Largest customer | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.90% | |||
Predecessor | Customer concentration risk | Consolidated revenues | Five largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 46.10% | |||
Predecessor | Customer concentration risk | Consolidated revenues | Ten largest customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 58.70% | |||
Predecessor | Customer concentration risk | Consolidated revenues | Major Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.90% | |||
Predecessor | Customer concentration risk | Consolidated revenues | Major Customer Two | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.40% | |||
Employee Group Medical Plan | ||||
Gain Contingencies [Line Items] | ||||
Self insurance basic coverage | $ 150,000 | |||
Self insurance reserve | $ 6,400,000 | $ 6,400,000 | $ 7,200,000 |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Jun. 30, 2016 |
Successor | |||
Cash paid for | |||
Interest | $ 657 | ||
Income tax | 0 | ||
Supplemental schedule of non-cash investing and financing activities | |||
Changes in accounts payable related to capital expenditures | 0 | ||
Capital leases on equipment | 344 | ||
Preferred stock dividends and accretion costs | $ 0 | ||
Predecessor | |||
Cash paid for | |||
Interest | $ 453 | $ 261 | |
Income tax | 0 | 0 | |
Supplemental schedule of non-cash investing and financing activities | |||
Changes in accounts payable related to capital expenditures | 0 | (1,450) | |
Capital leases on equipment | 0 | 0 | |
Preferred stock dividends and accretion costs | $ 10 | $ 21 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - Predecessor - shares | Apr. 12, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2016 |
Common stock equivalents underlying the Series B Preferred Stock outstanding | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 602,625 | 5,292,531 | 5,292,531 | 5,292,531 |
Stock Options | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 614,125 | 614,125 | ||
Restricted Stock | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 715,679 | 715,679 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2016 |
Successor | |||||
Basic and diluted: | |||||
Net income (loss) | $ (7,001) | ||||
Preferred stock dividends and accretion | 0 | ||||
Net income (loss) attributable to common stockholders | $ (7,001) | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,250 | ||||
Basic and diluted net loss per share (in usd per share) | $ (1.33) | ||||
Predecessor | |||||
Basic and diluted: | |||||
Net income (loss) | $ 49,666 | $ 27,228 | $ (38,686) | $ (63,154) | |
Preferred stock dividends and accretion | 0 | (46) | (194) | (388) | |
Net income (loss) attributable to common stockholders | $ 49,666 | $ 27,182 | $ (38,880) | $ (63,542) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 27,508 | 27,508 | 22,214 | 22,213 | |
Basic and diluted net loss per share (in usd per share) | $ 1.81 | $ 0.99 | $ (1.75) | $ (2.86) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Apr. 12, 2017 | Jun. 30, 2017 | Apr. 12, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Income Tax Disclosure [Abstract] | ||||||
Effective income tax rate, continuing operations | 0.24% | 0.10% | (0.06%) | |||
Pre-tax loss | $ 7,000 | $ 63,100 | ||||
Operating Loss Carryforwards [Line Items] | ||||||
Federal statutory income tax rate | 35.00% | 35.00% | ||||
Predecessor | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Pre-tax income | $ 49,662 | $ 27,255 | $ (38,695) | $ (63,114) |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | Apr. 12, 2017USD ($) | Jun. 30, 2017USD ($)salt_water_disposal_wellfluid_transport_truckworkover_rigfrac_tankswabbing_rigcoiled_tubing_spreadwell_servicing_rig | Apr. 12, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)salt_water_disposal_wellfluid_transport_truckworkover_rigsegmentfrac_tankswabbing_rigcoiled_tubing_spreadwell_servicing_rig | Jun. 30, 2016USD ($) | Jan. 22, 2017USD ($) | Dec. 31, 2016USD ($) |
Segment Reporting Information [Line Items] | ||||||||
Number of reportable segments | segment | 2 | |||||||
Number of well servicing rigs | well_servicing_rig | 168 | 168 | ||||||
Number of workover rigs | workover_rig | 154 | 154 | ||||||
Number of swabbing rigs | swabbing_rig | 14 | 14 | ||||||
Number of coiled tubing spreads | coiled_tubing_spread | 6 | 6 | ||||||
Number of owned or leased fluid transport trucks | fluid_transport_truck | 293 | 293 | ||||||
Number of frac tanks | frac_tank | 2,876 | 2,876 | ||||||
Number of salt water disposal wells | salt_water_disposal_well | 19 | 19 | ||||||
Successor | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Impairment of assets | $ 0 | |||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Fluid logistics | 9,711 | |||||||
Oil and Gas Revenue | 27,850 | |||||||
Well Service Expense | 13,814 | |||||||
Fluid Logistics Expense | 9,053 | |||||||
Operating loss | (3,828) | |||||||
Depreciation and amortization | 5,681 | |||||||
Total assets | 208,560 | $ 208,560 | $ 216,422 | |||||
Well servicing | 18,139 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | (3,828) | |||||||
General and administrative expense | 3,130 | |||||||
Depreciation and amortization | 5,681 | |||||||
Other income and expenses, net | (1,891) | |||||||
Reorganization costs | (1,299) | |||||||
Pre-tax income (loss) | (7,018) | |||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 208,560 | 208,560 | 216,422 | |||||
Successor | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Operating revenues | 27,850 | |||||||
Direct operating costs | 22,867 | |||||||
Operating loss | 4,983 | |||||||
Total assets | 175,708 | 175,708 | ||||||
Long-lived assets | 117,941 | 117,941 | ||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | 4,983 | |||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 175,708 | 175,708 | ||||||
Successor | Elimination of internal transactions | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Total assets | (77,769) | (77,769) | ||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | (77,769) | (77,769) | ||||||
Successor | Parent | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Total assets | 110,621 | 110,621 | ||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 110,621 | 110,621 | ||||||
Successor | Well Servicing | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Depreciation and amortization | 2,837 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Depreciation and amortization | 2,837 | |||||||
Successor | Well Servicing | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Well Service Expense | 13,814 | |||||||
Operating loss | 4,325 | |||||||
Capital expenditures | 915 | |||||||
Long-lived assets | (68,672) | (68,672) | ||||||
Well servicing | 18,139 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | 4,325 | |||||||
Successor | Fluid Logistics | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Depreciation and amortization | 2,844 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Depreciation and amortization | 2,844 | |||||||
Successor | Fluid Logistics | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Fluid logistics | 9,711 | |||||||
Fluid Logistics Expense | 9,053 | |||||||
Operating loss | 658 | |||||||
Capital expenditures | 454 | |||||||
Long-lived assets | (49,269) | $ (49,269) | ||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | $ 658 | |||||||
Predecessor | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Impairment of assets | $ 0 | $ 0 | $ 14,512 | $ 14,512 | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Fluid logistics | 11,615 | 24,833 | ||||||
Oil and Gas Revenue | 3,718 | 30,765 | 28,411 | 60,342 | ||||
Well Service Expense | 15,668 | 32,388 | ||||||
Fluid Logistics Expense | 10,931 | 24,092 | ||||||
Operating loss | (1,388) | (15,007) | (31,790) | (49,285) | ||||
Depreciation and amortization | 1,533 | 13,601 | 13,670 | 27,159 | ||||
Capital expenditures | 23 | 400 | 3,157 | 4,787 | ||||
Total assets | 1,042,009 | 1,042,009 | 1,056,192 | 1,056,192 | 295,484 | $ 312,881 | ||
Long-lived assets | (220,326) | (220,326) | (255,257) | (255,257) | ||||
Well servicing | 16,796 | 35,509 | ||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | (1,388) | (15,007) | (31,790) | (49,285) | ||||
General and administrative expense | 500 | 5,012 | 5,420 | 11,476 | ||||
Depreciation and amortization | 1,533 | 13,601 | 13,670 | 27,159 | ||||
Other income and expenses, net | (40) | (2,241) | (6,905) | (13,829) | ||||
Reorganization costs | 51,090 | 44,503 | 0 | |||||
Pre-tax income (loss) | 49,662 | 27,255 | (38,695) | (63,114) | ||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 1,042,009 | 1,042,009 | 1,056,192 | 1,056,192 | $ 295,484 | 312,881 | ||
Predecessor | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Operating revenues | 3,718 | 30,765 | 28,411 | 60,342 | ||||
Direct operating costs | 3,073 | 27,159 | 26,599 | 56,480 | ||||
Operating loss | 645 | 3,606 | 1,812 | 3,862 | ||||
Total assets | 1,045,753 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | 645 | 3,606 | 1,812 | 3,862 | ||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 1,045,753 | |||||||
Predecessor | Elimination of internal transactions | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Total assets | (1,935,640) | |||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | (1,935,640) | |||||||
Predecessor | Parent | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Total assets | 1,202,768 | |||||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | $ 1,202,768 | |||||||
Predecessor | Well Servicing | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Impairment of assets | 0 | 0 | ||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Depreciation and amortization | 782 | 6,927 | 6,927 | 13,603 | ||||
Capital expenditures | 12 | 286 | 720 | 913 | ||||
Total assets | 607,638 | 607,638 | 611,540 | 611,540 | ||||
Long-lived assets | (135,942) | (135,942) | (151,934) | (151,934) | ||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Depreciation and amortization | 782 | 6,927 | 6,927 | 13,603 | ||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 607,638 | 607,638 | 611,540 | 611,540 | ||||
Predecessor | Well Servicing | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Operating revenues | 19,554 | 16,796 | 35,509 | |||||
Direct operating costs | 1,813 | 15,952 | 15,668 | 32,388 | ||||
Operating loss | 636 | 3,602 | 1,128 | 3,121 | ||||
Well servicing | 2,449 | |||||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | 636 | 3,602 | 1,128 | 3,121 | ||||
Predecessor | Fluid Logistics | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Impairment of assets | 14,512 | 14,512 | ||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Depreciation and amortization | 751 | 6,674 | 6,743 | 13,556 | ||||
Capital expenditures | 11 | 114 | 2,437 | 3,874 | ||||
Total assets | 434,371 | 434,371 | 444,652 | 444,652 | ||||
Long-lived assets | (84,384) | (84,384) | (103,323) | (103,323) | ||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Depreciation and amortization | 751 | 6,674 | 6,743 | 13,556 | ||||
Reconciliation of the Company's Assets As Reported: | ||||||||
Assets | 434,371 | 434,371 | 444,652 | 444,652 | ||||
Predecessor | Fluid Logistics | Operating Segments | ||||||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||||||
Operating revenues | 11,211 | 11,615 | 24,833 | |||||
Fluid logistics | 1,269 | |||||||
Direct operating costs | 1,260 | 11,207 | 10,931 | 24,092 | ||||
Operating loss | 9 | 4 | 684 | 741 | ||||
Reconciliation of the Company's Operating Loss As Reported: | ||||||||
Operating loss | $ 9 | $ 4 | $ 684 | $ 741 |