Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 26, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Forbes Energy Services Ltd. | ||
Entity Central Index Key | 1,434,842 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 5,336,397 | ||
Entity Public Float | $ 36,246,635 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 5,465 | $ 20,437 |
Cash - restricted | 30,015 | |
Accounts receivable - trade, net | 24,341 | |
Accounts receivable - other | 496 | |
Prepaid expenses and other current assets | 11,212 | |
Total current assets | 71,529 | |
Property and equipment, net | 117,191 | 233,362 |
Intangible assets, net | 11,852 | |
Other assets | 1,185 | |
Total assets | 201,757 | |
Current liabilities | ||
Accounts payable - trade | 7,497 | |
Accounts payable - related parties | 11 | |
Accrued interest payable | 998 | |
Accrued expenses | 11,084 | 8,740 |
Current portion of long-term debt | 7,566 | |
Total current liabilities | 27,156 | |
Long-term debt, net of current portion and issuance costs | 51,288 | |
Deferred tax liability | 379 | |
Total liabilities | 78,823 | |
Stockholders’ equity (deficit) | ||
Common stock | 53 | |
Additional paid-in capital | 148,866 | |
Accumulated deficit | (25,985) | |
Total stockholders’ equity (deficit) | 122,934 | |
Total liabilities, temporary equity and stockholders’ equity | $ 201,757 | |
Predecessor | ||
Current assets | ||
Cash and cash equivalents | 20,437 | |
Cash - restricted | 27,563 | |
Accounts receivable - trade, net | 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 | ||
Accounts payable - trade | 4,505 | |
Accounts payable - related parties | 18 | |
Accrued interest payable | 26,578 | |
Accrued expenses | 8,740 | |
Current portion of long-term debt | 298,932 | |
Total current liabilities | 338,773 | |
Long-term debt, net of current portion and issuance costs | 240 | |
Deferred tax liability | 1,096 | |
Total liabilities | 340,109 | |
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 | $ 312,881 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Predecessor | ||
Preferred shares outstanding (in shares) | 588,000 | |
Common stock, par value (in usd per share) | $ 0.04 | $ 0.04 |
Common stock, shares authorized (in shares) | 112,500,000 | |
Common stock, shares issued (in shares) | 22,215,000 | |
Common stock, shares outstanding (in shares) | 22,215,000 | |
Successor | ||
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) | 5,336,000 | |
Common stock, shares outstanding (in shares) | 5,336,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Well servicing | $ 19,554 | $ 63,916 | $ 70,921 |
Fluid logistics | 11,211 | 32,565 | 45,284 |
Total revenues | 30,765 | 96,481 | 116,205 |
Expenses | |||
Well servicing | 15,952 | 49,152 | 61,279 |
Fluid logistics | 11,207 | 31,083 | 42,744 |
General and administrative | 5,012 | 14,229 | 18,832 |
Depreciation and amortization | 13,601 | 20,051 | 52,374 |
Loss on impairment of assets | 0 | 0 | 14,537 |
Restructuring costs | 0 | 0 | 7,548 |
Total expenses | 45,772 | 114,515 | 197,314 |
Operating loss | (15,007) | (18,034) | (81,109) |
Other income (expense) | |||
Interest income | 13 | 11 | 31 |
Interest expense | (2,254) | (6,420) | (27,879) |
Reorganization items, net | 44,503 | (1,299) | 0 |
Pre-tax income (loss) | 27,255 | (25,742) | (108,957) |
Income tax expense | 27 | 243 | 172 |
Net income (loss) | 27,228 | (25,985) | (109,129) |
Preferred stock dividends | (46) | 0 | (776) |
Net income (loss) attributable to common stockholders | $ 27,182 | $ (25,985) | $ (109,905) |
Income (loss) per share of common stock | |||
Basic and diluted (in usd per share) | $ 0.99 | $ (4.91) | $ (4.95) |
Weighted average number of shares of common stock outstanding | |||
Basic and diluted (in shares) | 27,508 | 5,288 | 22,214 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (Predecessor) at Dec. 31, 2015 | $ 67,379 | $ 14,644 | $ 889 | $ 194,253 | $ (127,763) |
Beginning balance (in shares) (Predecessor) at Dec. 31, 2015 | 588 | 22,210 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | Predecessor | (109,129) | (109,129) | |||
Net loss | (109,129) | ||||
Issuance of restricted stock (in shares) | Predecessor | $ 5 | ||||
Preferred stock dividends and accretion | Predecessor | (776) | $ 654 | (776) | ||
Ending balance (Predecessor) at Dec. 31, 2016 | (42,526) | $ 15,298 | $ 889 | 193,477 | (236,892) |
Ending balance (in shares) (Predecessor) at Dec. 31, 2016 | 588 | 22,215 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | Predecessor | 27,228 | 27,228 | |||
Net loss | 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 | |||
Ending balance (Predecessor) at Apr. 13, 2017 | (68,680) | ||||
Ending balance (Successor) at Apr. 13, 2017 | 147,631 | ||||
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 temporary equity and predecessor permanent equity (in shares) | Predecessor | (588) | (22,215) | |||
Beginning balance (Predecessor) at Apr. 12, 2017 | (15,344) | $ 15,344 | $ 889 | 193,431 | (209,664) |
Beginning balance (Successor) at Apr. 12, 2017 | 0 | $ 0 | $ 0 | 0 | 0 |
Beginning balance (in shares) (Predecessor) at Apr. 12, 2017 | 588 | 22,215 | |||
Beginning balance (in shares) (Successor) at Apr. 12, 2017 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Successor common stock | 147,631 | $ 53 | 147,578 | ||
Issuance of Successor common stock (in shares) | 5,250 | ||||
Share-based compensation | 1,288 | 1,288 | |||
Share-based compensation (in shares) | 86 | ||||
Net loss | (25,985) | (25,985) | |||
Ending balance at Dec. 31, 2017 | $ 122,934 | $ 53 | $ 148,866 | $ (25,985) | |
Ending balance (in shares) at Dec. 31, 2017 | 5,336 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 27,228 | $ (25,985) | $ (109,129) |
Adjustments to reconcile net income (loss) to net cash by used in operating activities: | |||
Depreciation and amortization | 13,601 | 20,051 | 52,374 |
Share-based compensation | 0 | 1,288 | (298) |
Reorganization items (non-cash) | (51,166) | 0 | 0 |
Deferred tax (benefit) expense | (47) | 15 | 197 |
Gain on disposal of assets | (950) | (187) | (449) |
Impairment of assets | 0 | 0 | 14,537 |
Bad debt expense | 1 | 46 | 2,230 |
Amortization of debt discount | 234 | 473 | 1,260 |
Interest paid in kind | 0 | 1,677 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (916) | (6,716) | 8,220 |
Prepaid expenses and other assets | (748) | 157 | (2,099) |
Accounts payable - trade | 6,608 | (4,566) | (4,274) |
Accounts payable - related parties | 2 | (9) | 10 |
Dividends payable | 0 | 0 | (61) |
Accrued expenses | 324 | 1,902 | (1,613) |
Depreciation and amortization | 1,575 | 998 | 25,177 |
Net cash used in operating activities | (4,254) | (10,856) | (13,918) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (400) | (8,521) | (8,917) |
Proceeds from sale of property and equipment | 937 | 2,208 | 2,142 |
Net cash provided by (used in) investing activities | 537 | (6,313) | (6,775) |
Cash flows from financing activities: | |||
Change in restricted cash | (6,416) | 3,964 | (27,512) |
Payments for capital leases | (444) | (1,190) | (5,722) |
Payments for debt issuance costs | (5,000) | 0 | 0 |
Payment of Prior Senior Notes | (20,000) | 0 | 0 |
Repayment of Prior Loan Agreement | (15,000) | 0 | 0 |
Proceeds from New Loan Agreement | 50,000 | 0 | 0 |
Payment of tax withholding obligations related to restricted stock | 0 | 0 | (124) |
Dividends paid on Predecessor Series B senior convertible preferred shares | 0 | 0 | (123) |
Net cash provided by (used in) financing activities | 3,140 | 2,774 | (33,481) |
Net decrease in cash and cash equivalents | (577) | (14,395) | (54,174) |
Cash and cash equivalents: | |||
Beginning of period | 20,437 | 19,860 | 74,611 |
End of period | $ 19,860 | $ 5,465 | $ 20,437 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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 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 recompletions, 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 our customers’ wells. The Company's headquarters and executive offices are located at 3000 South Business Highway 281, Alice, Texas 78332. The Company can be reached at (361) 664-0549. As used in these consolidated financial statements, the “Company”, “we” and “our” mean FES Ltd. and its subsidiaries, except as otherwise indicated. As discussed in Note 2 - Chapter 11 Proceedings , the Company applied fresh start accounting upon emergence from bankruptcy on the Effective Date. As a result of fresh start accounting, our consolidated financial statements from and after April 13, 2017 are not comparable to our financial statements prior to such date. |
Chapter 11 Proceedings
Chapter 11 Proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Chapter 11 Proceedings | Chapter 11 Proceedings Emergence from 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, in accordance with the terms of a restructuring support agreement that contemplated the reorganization of the Debtors in accordance with 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 in accordance with its terms and the Debtors emerged from their chapter 11 cases. Although the Debtors are no longer debtors-in-possession, the Debtors were debtors-in-possession from January 22, 2017 through April 12, 2017. As such, certain aspects of the bankruptcy proceedings of the Debtors and related matters are described below in order to provide context and explain part of the Company's financial condition and results of operations for the periods presented. 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 previously outstanding 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 or the MIP. 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 9 - 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 the Company's credit card program. Regions continues to hold the cash pledged to support the New Regions Letters of Credit Facility in the amount of $9.0 million as of December 31, 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. 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 consolidated financial statements from and after April 13, 2017 are not 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. 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 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 Consolidated Balance Sheet The adjustments set forth in the following 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 consolidated balance sheet at April 12, 2017 (in thousands, except par value): Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company 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 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 Stockholders’ 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: New Loan Agreement $ 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 (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 December 31, 2017 January 1 through April 12, 2017 Reorganization legal and professional fees $ (1,299 ) $ (6,663 ) Deferred loan costs expensed — (2,170 ) Gain on settlement of liabilities subject to compromise — 140,441 Fresh start adjustments — (87,105 ) Reorganization items, net $ (1,299 ) $ 44,503 |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 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 the Company's ability to (1) maintain adequate equipment utilization, (2) maintain adequate pricing for the services the Company provides, and (3) maintain a trained work force. 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 generally impacting the oil and natural gas industry, its operations are also susceptible to market volatility resulting from economic, seasonal and cyclical, weather related, or other factors related to such industry. Changes in the level of operating and capital spending in the industry, decreases in oil and natural gas prices, or industry perception about future oil and natural gas prices could materially decrease the demand for the Company's services, adversely affecting its financial position, results of operations, and cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Consolidation The Company’s consolidated financial statements include the accounts of FES Ltd. and all of its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or 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. Fair Values of Financial Instruments Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 - Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured. • Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. The carrying amounts of cash and cash equivalents, accounts receivable-trade, accounts receivable-other, accounts payable-trade, accounts payable-related parties, 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 (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value New Loan Agreement (1) $ 47,150 $ 55,550 $ — $ — 9% Senior Notes $ — $ — $ 277,662 $ 98,570 (1) The carrying value of the New Loan Agreement includes $1.7 million of paid in kind interest less $4.5 million of debt issuance cost. As discussed in Note 2 - Chapter 11 Proceedings , upon emergence from bankruptcy, the Company adopted fresh start accounting which requires the Successor Company to allocate its reorganization value to its individual assets and liabilities. See further discussion of fair value estimates in Note 2 . The Company has nonfinancial assets measured at fair value on a non-recurring basis which include property, plant and equipment and intangible assets for which fair value is calculated in connection with impairment testing. These fair value calculations incorporate a market and a cost approach and the inputs include projected revenue, costs, equipment utilization and other assumptions. Given the unobservable inputs, those fair value measurements are classified as Level 3. Revenue Recognition Well Servicing –Well servicing consists primarily of maintenance services, workover services, completion services, plugging and abandonment services, and tubing testing. The Company prices well servicing by the hour of service performed, or on occasion, bid/turnkey pricing. Fluid Logistics – Fluid logistics consists primarily of the sale, transportation, storage, and disposal of fluids used in drilling, production, and maintenance of oil and natural gas wells. The Company prices fluid logistics services by the job, by the hour, or by the quantities sold, disposed, or hauled. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists, and the price is fixed or determinable. Revenues are presented net of any sales taxes collected by the Company from its customers that are remitted to governmental authorities. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash Restricted cash serves as collateral for certain outstanding letters of credit and the Company's corporate credit card program. The Company had restricted cash balances of $30.0 million and $27.6 million at December 31, 2017 (Successor) and 2016 (Predecessor), respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are based on earned revenues. The Company provides an allowance for doubtful accounts, which is based on a review of outstanding receivables, historical collection information, and existing economic conditions. Provisions for doubtful accounts are recorded when it becomes evident that the customer will not be likely to make the required payments at either contractual due dates or in the future. The accounts are written off against the provision when it becomes evident that the account is not collectible. The following reflects changes in the Company's allowance for doubtful accounts: Predecessor Balance as of January 1, 2016 $ 1,804 Provision 2,230 Bad debt write-off (2,677 ) Balance as of December 31, 2016 $ 1,357 Provision 1 Bad debt write-off — Reorganization adjustment 177 Balance as of April 12, 2017 $ 1,535 Successor Balance as of April 13, 2017 $ 1,535 Provision 46 Bad debt write-off — Balance as of December 31, 2017 $ 1,581 Property and Equipment Property and equipment are recorded at cost or fair value (as part of fresh start accounting). Improvements or betterments that extend the useful life of the assets are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. The costs of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the period of disposal. Gains or losses resulting from property disposals are credited or charged to operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Intangible Assets The Company's major classes of intangible assets consisted of its customer relationships, trade names and one covenant not to compete in 2017 resulting from fresh start accounting as described in Note 2 - Chapter 11 Proceedings . The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) or the year ended December 31, 2016 (Predecessor) . Amortization expense is calculated using the straight-line method. Impairment of Long-Lived Assets Long-lived assets include property and equipment and intangible assets. The Company tests its long-lived assets whenever events and changes in circumstances indicate the carrying amount of its net assets may not be recoverable. When an indicator of possible impairment exists, the Company uses estimated future undiscounted cash flows to assess recoverability of its long-lived assets. Impairment is indicated when future cash flows are less than the carrying amount of the assets. An impairment loss would be recorded in the period in which it is determined the carrying amount is not recoverable. The impairment loss is the amount by which the carrying amount exceeds the fair market value. We recognized an impairment loss of $14.5 million during the year ended December 31, 2016 (Predecessor) . We believed that the continued decline in revenues and industry-wide slowdown related to oil prices was other than temporary and was an indicator of potential impairment. Therefore, we assessed all of our long-lived assets for impairment. Our assessment indicated that the carrying amounts of long-lived assets associated with our fluid logistics segment exceeded the recoverable amounts. As a result, we measured the fair values of the long-lived assets associated with our fluid logistics segment and recorded an impairment loss of $14.5 million . Fair value was determined utilizing a combination of the income, cost and market approaches. Specific assets affected were customer relationships and other intangibles. Deferred Financing Costs The Company amortizes deferred financing costs over the period of the New Loan Agreement and, previously, the period of the agreements that governed the 9% Senior Notes and the revolving credit facility on an effective interest basis, as a component of interest expense. Amortization of deferred financing costs was $0.5 million , $0.2 million , and $1.3 million for period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor) , respectively. Share-Based Compensation The Company measures share-based compensation cost as of the grant date based on the estimated fair value of the award less an estimated rate for pre-vesting forfeitures, and recognizes compensation expense on a straight-line basis over the vesting period. The Company classifies stock awards as either an equity award or a liability award. Equity classified awards are valued as of the grant date using market price. Liability classified awards are re-measured at fair value at the end of each reporting date until settled. Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the statutory enactment date. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company records uncertain tax positions at their net recognizable amount, based on the amount that management deems is more likely than not to be sustained upon ultimate settlement with tax authorities. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. The Company has not recognized any material uncertain tax positions for the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) or the year ended December 31, 2016 (Predecessor) . Earnings per Share (EPS) 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 EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options and unvested restricted stock units, were exercised and converted into common stock. Diluted EPS is computed by dividing net income (loss) available to common stockholders by the weighted average common stock outstanding during the period, increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. Environmental The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the adverse environmental effects of the disposal or release of hazardous substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated. There were no material environmental liabilities as of December 31, 2017 (Successor) or as of December 31, 2016 (Predecessor) . Litigation and Self-Insurance The Company estimates its reserves related to litigation and self-insured risks based on the facts and circumstances specific to the litigation and self-insured claims and its past experience with similar claims. The Company maintains accruals in the consolidated balance sheets to cover self-insurance retentions. Please see Note 11 - Commitments and Contingencies for further discussion. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, creating a new topic, FASB ASC Topic 606, “Revenue from Contracts with Customers, which supersedes revenue recognition requirements in FASB ASC Topic 605, "Revenue Recognition." 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. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company adopted the new standard on January 1, 2018 using the modified retrospective application method. The majority of the Company’s contracts with customers in both the well servicing and fluid logistics segments are short-term in nature and are recognized as “over-time” performance obligations as the services are performed. For most contracts, the Company expects to utilize the “as-invoiced” practical expedient as the amount of consideration the Company has a right to invoice corresponds directly with the value of the Company’s performance to date. The Company has determined that there are no material differences in its existing revenue recognition methods that require modification under the new standard, and it did not record a material cumulative effect adjustment upon adoption of the new standard. The Company continues to evaluate the disclosure requirements as a result of the provisions of this ASU. In November 2016, Financial Accounting Standards Board, or the FASB, issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," ("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 Company adopted this pronouncement as of January 1, 2018 using a retrospective transition method and expects the only impact to be the presentation of the statement of cash flows for restricted cash. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("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 plans to engage a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets The following sets forth the identified intangible assets by major asset class (in thousands): Useful Life (years) Gross Carrying Value Accumulated Amortization Impairment Net Book Value As of December 31, 2017, Successor Customer relationships 15 $ 8,678 $ (415 ) $ — $ 8,263 Trade names 15 2,472 (118 ) — 2,354 Covenants not to compete 4 1,505 (270 ) — 1,235 $ 12,655 $ (803 ) $ — $ 11,852 As of December 31, 2016, Predecessor Customer relationships 15 $ 31,896 $ (18,073 ) $ (13,823 ) $ — Trade names 15 8,050 (4,830 ) — 3,220 Other 10-15 2,375 (1,686 ) (689 ) — $ 42,321 $ (24,589 ) $ (14,512 ) $ 3,220 Amortization expense for the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor) was $0.8 million , $0.2 million , and $1.7 million , respectively. Future amortization of these intangibles will be as follows: 2018 $ 1,120 2019 1,120 2020 1,120 2021 850 2022 743 Thereafter 6,899 $ 11,852 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation As discussed in Note 2 - 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. At December 31, 2016 (Predecessor) , there were 715,679 unvested restricted stock units outstanding which were canceled prior to the Effective Date. For the year ended December 31, 2016 (Predecessor) , the Company recorded a benefit of $0.3 million related to the cancellation of these liability awards. Management Incentive Plan - Successor 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, administers 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. 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. Restricted Stock Unit activity under the Management Incentive Plan was as follows (in thousands): Number of Shares Weighted Average Grant Date Fair Value Unvested as of April 13, 2017 — $ — Granted 450,000 $ 11.00 Vested (86,400 ) $ 11.00 Forfeited — $ — Unvested as of December 31, 2017 363,600 $ 11.00 Share based compensation expense recognized under the Management Incentive Plan was $1.3 million during the period April 13 through December 31, 2017 (Successor) . As of December 31, 2017 (Successor) unrecognized compensation cost was $3.7 million to be recognized over approximately 3.7 years. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): Estimated Life in Years Successor Predecessor December 31, 2017 December 31, 2016 Well servicing equipment 9-15 years $ 80,899 $ 411,199 Autos and trucks 5-10 years 42,831 126,580 Disposal wells 5-15 years 3,977 37,752 Building and improvements 5-30 years 5,474 14,125 Furniture and fixtures 3-15 years 1,950 6,779 Land 868 1,524 135,999 597,959 Accumulated depreciation (18,808 ) (364,597 ) $ 117,191 $ 233,362 Depreciation expense was $19.2 million , $13.4 million and $50.7 million for the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor) , respectively. The Company is obligated under various capital leases for certain vehicles and equipment that expire at various dates during the next four years. The gross amount of property and equipment and related accumulated depreciation recorded under capital leases and included above consists of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Well servicing equipment $ — $ 13,696 Autos and trucks 9,104 12,706 9,104 26,402 Accumulated depreciation (916 ) (15,146 ) $ 8,188 $ 11,256 Depreciation of assets held under capital leases of $1.0 million , $0.3 million , and $0.9 million for the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor) , respectively, is included in depreciation and amortization expense in the consolidated statements of operations. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Accrued wages $ 1,030 $ 601 Accrued insurance 7,204 7,193 Other accrued expenses 2,850 946 Total accrued expenses $ 11,084 $ 8,740 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 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 5,822 1,386 Insurance notes 5,882 5,124 New Loan Agreement of $50.0 million, plus $1.7 million of accrued interest paid in kind and net of debt discount of $4.5 million as of December 31, 2017 47,150 — Total debt 58,854 299,172 Less: Current portion (7,566 ) (298,932 ) Total long-term debt $ 51,288 $ 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 2 - 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 2 - 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 2 - 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 2 - 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 the New Loan Agreement 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. The New Loan Agreement 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 December 31, 2017 , $20.9 million included in restricted cash was subject to these release restrictions. Borrowings under the New Loan Agreement 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. During the period April 13 through December 31, 2017 (Successor) , $1.7 million of interest was paid in kind. 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 the credit card program 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. At December 31, 2017, 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 December 31, 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 December 31, 2017 (Successor) and December 31, 2016 (Predecessor) of approximately $5.8 million and $1.4 million , respectively. These loans are repayable in a range of 42 to 48 monthly installments with maturity dates ranging from October 2017 to September 2021. Interest accrues at rates ranging from 3.4% to 5.7% and is payable monthly. The loans are collateralized by equipment purchased with the proceeds of such loans. The Company paid total principal payments of approximately $1.2 million during the period April 13 through December 31, 2017 (Successor) , $0.4 million during the period January 1, 2017 through April 12, 2017 (Predecessor), and $5.7 million during the year ended December 31, 2016 (Predecessor), respectively. Following are required principal payments due on capital leases existing as of December 31, 2017 (in thousands): 2018 $ 1,684 2019 1,507 2020 1,574 2021 1,057 2022 — Thereafter — $ 5,822 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. Insurance Notes During 2017 and 2016, the Company entered into insurance promissory notes for the payment of insurance premiums at an interest rate of 3.27% and 2.87% respectively, with an aggregate principal amount outstanding as of December 31, 2017 (Successor) and 2016 (Predecessor), of approximately $5.9 million and $5.1 million , respectively. The amount outstanding could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. These notes are or were payable in nine monthly installments with maturity dates of July 15, 2018 and July 15, 2017, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company periodically enters into transactions with related parties. The following tables represent related party transactions (in thousands): As of Successor Predecessor December 31, 2017 December 31, 2016 Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ — $ 295 Related parties payable: Dorsal Services, Inc. (2) — $ 8 — $ — Tasco Tool Services, Inc. (3) — 3 11 — Texas Quality Gate Guard Services, LLC (4) — 18 $ 11 $ 18 There were no related party capital expenditures for the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) , and the year ended December 31, 2016 (Predecessor) . Successor Predecessor Predecessor April 13 through December 31, 2017 January 1 through April 12, 2017 Year ended December 31, 2016 Related parties expense activity: Alice Environmental Holdings, LLC (5) $ 591 $ 296 $ 1,012 Animas Holding, LLC (6) 125 61 172 CJW Group, LLC (7) 25 13 38 Dorsal Services, Inc. (2) 35 — 13 Tasco Tool Services, Inc. (3) — 11 36 Texas Quality Gate Guard Services, LLC (4) — 58 200 $ 776 $ 439 $ 1,471 Other payments to related parties: SB Factoring, LLC (8) $ 27 $ 65 $ 402 (1) The Company had a deposit relationship with Texas Champion Bank. Travis Burris, who served on the Company’s Board of Directors until April 12, 2017 is the President, Chief Executive Officer, and director of Texas Champion Bank. John E. Crisp, an executive officer and director of Forbes Energy Services, Ltd., serves on the board of directors of Texas Champion Bank. On September 30, 2017, the Company closed the account with Texas Champion Bank. (2) Dorsal Services, Inc., or Dorsal Services, is a trucking service company. Mr. Crisp was a partial owner of Dorsal Services in prior periods. The Company used Dorsal Services from time to time. (3) Tasco Tool Services, Inc., or Tasco, is a down-hole tool company that is partially owned and managed by a company that was partially owned by Charles C. Forbes, Jr., now deceased. Mr. Forbes served as an executive officer and director of the Company until the Effective Date. Tasco rents and sells tools to the Company from time to time. Since the Effective Date, Tasco is no longer a related party. (4) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity partially owned 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) 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. (6) 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. (7) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Mr. Crisp. (8) 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. In addition to such related party transactions above, Lawrence A. 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, 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 24.1% of the outstanding New Common Stock as of February 28, 2018, and is owed approximately $13.2 million of the aggregate principal amount of the New Loan Agreement. Solace and/or one of its affiliates own approximately 17.8% of the outstanding New Common Stock as of February 28, 2018, and is owed approximately $11.9 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 | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Concentrations of Credit Risk Financial instruments which subject the Company to credit risk consist primarily of cash balances maintained in excess of federal depository insurance limits and trade receivables. Insurance coverage is currently $250,000 per depositor at each financial institution, and the Company's non-interest bearing cash balances exceeded 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 April 13 through December 31, 2017 (Successor) the Company’s largest customer, five largest customers, and ten largest customers constituted 17.2% , 46.3% , and 56.5% of total revenues, respectively. For the period January 1 through April 12, 2017 (Predecessor) , the Company's largest customer, five largest customers, and ten largest customers constituted 14.9% , 47.8% , and 63.1% of total revenues, respectively. For the year ended December 31, 2016 (Predecessor) the Company’s largest customer, five largest customers, and ten largest customers constituted 16.2% , 56.8% , and 70.1% of total 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 December 31, 2017 (Successor) , the Company's largest customer, five largest customers, and ten largest customers constituted 21.8% , 39.5% , and 46.0% of trade accounts receivable, respectively. As of December 31, 2016 (Predecessor) , the Company's largest customer, five largest customers, and ten largest customers constituted 22.9% , 58.0% , and 69.8% of trade accounts receivable, respectively. The Company continually evaluates its reserves for potential credit losses and establishes reserves for such losses. Employee Benefit Plan The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. The Company may provide profit sharing contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan. 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 the currently existing claims and actions, separately or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. It is reasonably possible that cases could be resolved and result in liabilities that exceed the amounts currently reserved; however, we cannot reasonably estimate a range of loss based on the status of the cases. If one or more negative outcomes were to occur relative to these matters, the aggregate impact to the Company’s financial condition could be material. 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 has an additional premium payable clause under its lead $10.0 million limit excess policy that states in the event losses exceed $1.0 million , a loss additional premium of up to 15% of paid losses in excess of $1.0 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 $7.2 million and $7.2 million as of December 31, 2017 (Successor) and 2016 (Predecessor), 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 by using third party data and claims history as of the financial statement dates. Other The Company is currently undergoing sales and use tax audits for multi-year periods. The Company believes the outcome of these audits will not have a material adverse effect on its results of operations or financial position. Because certain of these audits are in a preliminary stage, an estimate of the possible loss or range of loss cannot reasonably be made. Off-Balance Sheet Arrangements The Company is often party to certain transactions that require off-balance sheet arrangements such as performance bonds, guarantees, operating leases for equipment, and bank guarantees that are not reflected in the Company's 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. Leases Future minimum lease payments under non-cancellable operating leases as of December 31, 2017 (Successor) are as follows (in thousands): Related Party Other Total 2018 $ 253 $ 777 $ 1,030 2019 — 654 654 2020 — 656 656 2021 — 658 658 2022 — 660 660 Thereafter — 1,250 1,250 Total $ 253 $ 4,655 $ 4,908 Rent expense for the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) and the year ended December 31, 2016 (Predecessor) totaled approximately $6.2 million , $0.9 million and $7.8 million , respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended (in thousands) Cash paid for Interest $ 2,272 $ 453 $ 432 Income tax — — — Supplemental schedule of non-cash investing and financing activities Change in accounts payable related to capital expenditures 930 — (216 ) Capital leases on equipment 6,069 — — Preferred stock dividends and accretion costs — 10 (654 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Reform Act was signed into law. The legislation significantly changed U.S. tax law by, among other things, lowering the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the decrease in the corporate income tax rate, we revalued our ending net deferred tax assets at December 31, 2017, but did not recognize any income tax impact in 2017 due to the offsetting change in the valuation allowance. On December 22, 2017 the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. We have recognized the incremental tax impacts related to deferred tax assets and liabilities and our reassessment of uncertain tax positions and valuation allowances and included these amounts in our Consolidated Financial Statements for the period April 13 through December 31, 2017 (Successor) . The ultimate impact may differ from these amounts, possibly materially, due to, among other things, additional technical analysis including changes in interpretations and assumptions we have made with respect to the Tax Reform Act. Income tax expense included in the consolidated statements of operations consisted of the following (in thousands): Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended December 31, 2016 Current: Federal $ — $ — $ — State — — — Foreign 228 74 (25 ) Total current income tax expense (benefit) $ 228 $ 74 $ (25 ) Deferred: Federal $ — $ — $ (96 ) State 15 (47 ) 293 Foreign — — — Total deferred income tax expense (benefit) $ 15 $ (47 ) $ 197 Total income tax expense $ 243 $ 27 $ 172 The differences between income taxes expected at the U.S. federal statutory income tax rate of 35% and the reported income tax expense are summarized as follows (in thousands): Successor Predecessor April 13 through December 31, 2017 January 1 through April 12, 2017 Year Ended Income tax expense (benefit) at statutory rate $ (9,010 ) $ 9,539 $ (38,135 ) Nondeductible expenses 111 33 5,293 Bankruptcy transaction costs 788 2,355 — Effect of tax attribute reduction 3,959 (18,667 ) — Change in U.S. tax rate 12,259 — — Change in deferred tax valuation allowance (8,409 ) 5,532 33,177 Foreign taxes 227 75 — State taxes 16 (48 ) — Stock based compensation — 1,042 — Other 302 166 (163 ) $ 243 $ 27 $ 172 Significant components of our deferred tax assets and liabilities are as follows (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforwards $ 10,916 $ 52,274 Foreign tax credits 796 796 Alternative minimum tax credit — 1,228 Share-based compensation 113 1,062 Bad debts 345 484 Accrued expenses 1,785 2,567 Tax over book depreciation 6,549 — Other 95 28 Total deferred tax assets 20,599 58,439 Less: valuation allowance (19,368 ) (36,762 ) Total deferred tax assets, net $ 1,231 $ 21,677 Deferred tax liabilities: Book over tax depreciation $ (325 ) $ (21,411 ) Intangible assets (1,285 ) (1,362 ) Total deferred tax liabilities $ (1,610 ) $ (22,773 ) Net deferred tax liability $ (379 ) $ (1,096 ) Under the Plan, a substantial portion of the Company’s pre-petition debt securities were extinguished. Absent an exception, a debtor recognizes cancellation of indebtedness income (“CODI”) upon discharge of its outstanding indebtedness for an amount of consideration that is less than its adjusted issue price. The Internal Revenue Code of 1986, as amended (the “Code”), provides that a debtor in a bankruptcy case may exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of any CODI realized as a result of the consummation of a plan of reorganization. The amount of CODI realized by a taxpayer is the adjusted issue price of any indebtedness discharged less the sum of (i) the amount of cash paid, (ii) the issue price of any new indebtedness issued and (iii) the fair market value of any other consideration, including equity, issued. As a result of the market value of our equity upon our emergence from Chapter 11 bankruptcy proceedings, the estimated amount of U.S. CODI was approximately $151.2 million, which reduced the value of the Company’s U.S. net operating losses. In general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”) and certain tax credits, to offset future taxable income and tax. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders changes by more than 50 percentage points over such stockholders’ lowest percentage of ownership during the testing period (generally three years). In connection with our emergence from Chapter 11 bankruptcy proceedings, we experienced an ownership change for the purposes of Section 382 of the Code. The ownership change did not result in the expiration of any NOLs generated prior to the emergence date. However, any subsequent ownership changes under the provisions of Section 382 could further adversely affect the use of our NOLs in future periods. As of December 31, 2017 (Successor) , the Company had federal net operating loss carryforwards of approximately $52.0 million , which will begin to expire in 2033 if not utilized prior to that time. Realization of deferred tax assets associated with net operating loss carryforwards is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to their expiration. The existence of reversing taxable temporary differences supports the recognition by the Company of deferred tax assets. It is not more likely than not that those deferred tax assets would be realized due to the Company's lack of earnings history. The Company has established a full valuation allowance against its NOLs. The change in valuation allowance was $(8.4) million and $5.5 million for the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) , respectively. The Company files U.S. federal, U.S. state, and foreign tax returns, and is generally no longer subject to tax examinations for fiscal years prior to 2012. |
Earnings (loss) per Share
Earnings (loss) per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Earnings (loss) per Share As discussed in Note 2 - 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. The following table sets forth the computation of basic and diluted loss per share: Successor Predecessor April 13 through December 31, 2017 January 1 through April 12, 2017 Year ended December 31, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (25,985 ) $ 27,228 $ (109,129 ) Preferred stock dividends and accretion — (46 ) (776 ) Net income (loss) attributable to common stockholders $ (25,985 ) $ 27,182 $ (109,905 ) Weighted-average common shares 5,288 27,508 22,214 Basic and diluted net income (loss) per share $ (4.91 ) $ 0.99 $ (4.95 ) There were 363,300 unvested restricted stock units that were not included in the calculation of diluted EPS for the period April 13 through December 31, 2017 (Successor) because their effect would have been antidilutive. There were 602,625 stock options, 0 units of unvested restricted stock, and 5,292,531 shares of Old Common Stock equivalents underlying the Prior Preferred Stock outstanding as of December 31, 2016 (Predecessor) that were not included in the calculation of diluted EPS for the year ended December 31, 2016 (Predecessor) because their effect would have been antidilutive. 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 January 1 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 period January 1 through April 12, 2017 (Predecessor) because their effect would have been antidilutive. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company 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 The Company's well servicing segment utilizes a fleet of well servicing rigs, which was comprised of workover rigs and swabbing rigs, in addition to coiled tubing spreads and other related assets and equipment to provide the following services:(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 Company's fluid logistics segment utilizes a fleet of fluid transport trucks and related assets, including specialized vacuum, high-pressure pump and tank trucks, frac tanks, water wells, salt water disposal wells and facilities, and related equipment to provide services such as transportation, storage and disposal of a variety of drilling and produced fluids used in, and generated by, oil and natural gas production. These services are required in most workover and completion projects and are routinely used in the daily operation of producing wells. The following table sets forth certain financial information from continuing operations with respect to the Company’s reportable segments (in thousands): Well Servicing Fluid Logistics Consolidated Successor April 13 through December 31, 2017 Revenues $ 63,916 $ 32,565 $ 96,481 Direct operating costs 49,152 31,083 80,235 Segment profits $ 14,764 $ 1,482 $ 16,246 Depreciation and amortization $ 10,251 $ 9,800 $ 20,051 Capital expenditures (1) $ 12,489 $ 3,031 $ 15,520 Well Servicing Fluid Logistics Consolidated Total assets $ 128,623 $ 86,511 $ 215,134 Long lived assets $ 71,545 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 19,554 $ 11,211 $ 30,765 Direct operating costs 15,952 11,207 27,159 Segment profits $ 3,602 $ 4 $ 3,606 Depreciation and amortization $ 6,927 $ 6,674 $ 13,601 Capital expenditures (1) $ 286 $ 114 $ 400 Year ended December 31, 2016 Revenues $ 70,921 $ 45,284 $ 116,205 Direct operating costs 61,279 42,744 104,023 Segment operating profits $ 9,642 $ 2,540 $ 12,182 Depreciation and amortization $ 26,246 $ 26,128 $ 52,374 Loss on impairment of assets $ 25 $ 14,512 $ 14,537 Restructuring costs $ 7,548 $ — $ 7,548 Capital expenditures (1) $ 4,293 $ 4,408 $ 8,701 Total assets $ 611,090 $ 434,663 $ 1,045,753 Long lived assets $ 142,509 $ 90,853 $ 233,362 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including capital leases and fixed assets recorded in accounts payable at year-end. Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended Reconciliation of Operating Loss As Reported: Segment profits $ 16,246 $ 3,606 $ 12,182 Less: General and administrative expense 14,229 5,012 18,832 Depreciation and amortization 20,051 13,601 52,374 Loss on impairment of assets — — 14,537 Restructuring costs — — 7,548 Operating loss (18,034 ) (15,007 ) (81,109 ) Other income (expenses), net (7,708 ) 42,262 (27,848 ) Pre-tax income (loss) $ (25,742 ) $ 27,255 $ (108,957 ) Successor Predecessor December 31, 2017 December 31, 2016 Reconciliation of Total Assets As Reported: Total reportable segments $ 215,134 $ 1,045,753 Elimination of intercompany transactions (311,147 ) (1,935,640 ) Parent 297,770 1,202,768 Total assets $ 201,757 $ 312,881 |
Equity Securities
Equity Securities | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity Securities | Equity Securities Successor On the Effective Date, FES Ltd. created the New Common Stock, which 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. Predecessor Common Stock Holders of common stock had no pre-emptive, redemption, conversion, or sinking fund rights. Holders of common stock were entitled to one vote per share on all matters submitted to a vote of holders of common stock. Unless a different majority was required by law or by the bylaws, resolutions to be approved by holders of common stock required approval by a simple majority of votes cast at a meeting at which a quorum was present. In the event of the liquidation, dissolution, or winding up of the Company, the holders of common stock were entitled to share equally and ratably in the Company’s assets, if any, that remained after the payment of all of its debts and liabilities, subject to any liquidation preference on any issued and outstanding preferred stock. Series B Preferred Stock Under the Company's Series B Certificate of Designation, the Company was authorized to issue 825,000 shares of Series B Senior Convertible Preferred Stock, or the Series B Preferred Stock, par value $0.01 per share. This is presented as temporary equity on the balance sheet. The common stock into which the Series B Preferred Stock was convertible had certain demand and “piggyback” registration rights. There were 588,059 shares of Series B Preferred Stock outstanding as of December 31, 2016. The value of the Series B Preferred Stock, for accounting purposes, was being accreted up to redemption value from the date of issuance to the earliest redemption date of the instrument using the effective interest rate method. If the Series B Preferred Stock had been redeemed as of December 31, 2016, the redemption amount applicable at such date would have been approximately $15.6 million . The primary terms of the Series B Preferred Stock were as follows: Rank - The Series B Preferred Stock ranked senior in right of payment to the common stock and any class or series of capital stock that is junior to the Series B Preferred Stock, and pari passu with any series of the Company's preferred stock that is by its terms ranked pari passu in right of payment as to dividends and liquidation with the Series B Preferred Stock. Conversion - The Series B Preferred Stock was convertible into the Company's common stock at an initial rate of nine common shares per share of Series B Preferred Stock (as adjusted for the Share Consolidation). Dividends Rights - The Series B Preferred Stock was entitled to receive preferential dividends equal to five percent ( 5% ) per annum of the original issue price per share, payable quarterly in February, May, August, and November of each year. Such dividends could be paid by the Company in cash or in kind (in the form of additional shares of Series B Preferred Stock). Although the dividends paid on February 28, 2016 were paid in cash, all other dividends due in 2016 and 2017 were paid in kind. Certain of the redemption features were outside of the Company's control, and as a result, the Series B Preferred Stock was reflected in the consolidated balance sheet as temporary equity. Preferred stock dividends were recorded at their fair value. If paid in kind, the fair value of the preferred stock dividends was determined using valuation techniques that include a component representing the intrinsic value of the dividends (which represents the fair value of the common stock into which the preferred stock could be converted) and an option component (which is determined using a Black-Scholes Option Pricing Model). Dividends and accretion for the year ended December 31, 2016 (Predecessor) was $0.8 million . As discussed in Note 2 - Chapter 11 Proceedings to our Consolidated Financial Statements, on the Effective Date, the Prior Preferred Stock was extinguished without recovery. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The Company’s consolidated financial statements include the accounts of FES Ltd. and all of its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or 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. |
Fair Value of Financial Instruments | Fair Values of Financial Instruments Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 - Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured. • Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. The carrying amounts of cash and cash equivalents, accounts receivable-trade, accounts receivable-other, accounts payable-trade, accounts payable-related parties, 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). As discussed in Note 2 - Chapter 11 Proceedings , upon emergence from bankruptcy, the Company adopted fresh start accounting which requires the Successor Company to allocate its reorganization value to its individual assets and liabilities. See further discussion of fair value estimates in Note 2 . The Company has nonfinancial assets measured at fair value on a non-recurring basis which include property, plant and equipment and intangible assets for which fair value is calculated in connection with impairment testing. These fair value calculations incorporate a market and a cost approach and the inputs include projected revenue, costs, equipment utilization and other assumptions. Given the unobservable inputs, those fair value measurements are classified as Level 3. |
Revenue Recognition | Revenue Recognition Well Servicing –Well servicing consists primarily of maintenance services, workover services, completion services, plugging and abandonment services, and tubing testing. The Company prices well servicing by the hour of service performed, or on occasion, bid/turnkey pricing. Fluid Logistics – Fluid logistics consists primarily of the sale, transportation, storage, and disposal of fluids used in drilling, production, and maintenance of oil and natural gas wells. The Company prices fluid logistics services by the job, by the hour, or by the quantities sold, disposed, or hauled. The Company recognizes revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists, and the price is fixed or determinable. Revenues are presented net of any sales taxes collected by the Company from its customers that are remitted to governmental authorities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash serves as collateral for certain outstanding letters of credit and the Company's corporate credit card program. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are based on earned revenues. The Company provides an allowance for doubtful accounts, which is based on a review of outstanding receivables, historical collection information, and existing economic conditions. Provisions for doubtful accounts are recorded when it becomes evident that the customer will not be likely to make the required payments at either contractual due dates or in the future. The accounts are written off against the provision when it becomes evident that the account is not collectible. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost or fair value (as part of fresh start accounting). Improvements or betterments that extend the useful life of the assets are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. The costs of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the period of disposal. Gains or losses resulting from property disposals are credited or charged to operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. |
Intangible Assets | Intangible Assets The Company's major classes of intangible assets consisted of its customer relationships, trade names and one covenant not to compete in 2017 resulting from fresh start accounting as described in Note 2 - Chapter 11 Proceedings . The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the period April 13 through December 31, 2017 (Successor) , the period January 1 through April 12, 2017 (Predecessor) or the year ended December 31, 2016 (Predecessor) . Amortization expense is calculated using the straight-line method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets include property and equipment and intangible assets. The Company tests its long-lived assets whenever events and changes in circumstances indicate the carrying amount of its net assets may not be recoverable. When an indicator of possible impairment exists, the Company uses estimated future undiscounted cash flows to assess recoverability of its long-lived assets. Impairment is indicated when future cash flows are less than the carrying amount of the assets. An impairment loss would be recorded in the period in which it is determined the carrying amount is not recoverable. The impairment loss is the amount by which the carrying amount exceeds the fair market value. We recognized an impairment loss of $14.5 million during the year ended December 31, 2016 (Predecessor) . We believed that the continued decline in revenues and industry-wide slowdown related to oil prices was other than temporary and was an indicator of potential impairment. Therefore, we assessed all of our long-lived assets for impairment. Our assessment indicated that the carrying amounts of long-lived assets associated with our fluid logistics segment exceeded the recoverable amounts. As a result, we measured the fair values of the long-lived assets associated with our fluid logistics segment and recorded an impairment loss of $14.5 million . Fair value was determined utilizing a combination of the income, cost and market approaches. Specific assets affected were customer relationships and other intangibles. |
Deferred Financing Costs | Deferred Financing Costs The Company amortizes deferred financing costs over the period of the New Loan Agreement and, previously, the period of the agreements that governed the 9% Senior Notes and the revolving credit facility on an effective interest basis, as a component of interest expense. |
Share-Based Compensation | Share-Based Compensation The Company measures share-based compensation cost as of the grant date based on the estimated fair value of the award less an estimated rate for pre-vesting forfeitures, and recognizes compensation expense on a straight-line basis over the vesting period. The Company classifies stock awards as either an equity award or a liability award. Equity classified awards are valued as of the grant date using market price. Liability classified awards are re-measured at fair value at the end of each reporting date until settled. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the statutory enactment date. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company records uncertain tax positions at their net recognizable amount, based on the amount that management deems is more likely than not to be sustained upon ultimate settlement with tax authorities. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of tax expense. |
Earnings per Share (EPS) | Earnings per Share (EPS) 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 EPS takes into account the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options and unvested restricted stock units, were exercised and converted into common stock. Diluted EPS is computed by dividing net income (loss) available to common stockholders by the weighted average common stock outstanding during the period, increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. |
Environmental | Environmental The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the adverse environmental effects of the disposal or release of hazardous substances at various sites. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefits are expensed. Liabilities for expenditures of a non-capital nature are recorded when environmental assessment and/or remediation is probable and the costs can be reasonably estimated. |
Litigation and Self-Insurance | Litigation and Self-Insurance The Company estimates its reserves related to litigation and self-insured risks based on the facts and circumstances specific to the litigation and self-insured claims and its past experience with similar claims. The Company maintains accruals in the consolidated balance sheets to cover self-insurance retentions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, creating a new topic, FASB ASC Topic 606, “Revenue from Contracts with Customers, which supersedes revenue recognition requirements in FASB ASC Topic 605, "Revenue Recognition." 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. In addition, an entity is required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning after December 15, 2017. The Company adopted the new standard on January 1, 2018 using the modified retrospective application method. The majority of the Company’s contracts with customers in both the well servicing and fluid logistics segments are short-term in nature and are recognized as “over-time” performance obligations as the services are performed. For most contracts, the Company expects to utilize the “as-invoiced” practical expedient as the amount of consideration the Company has a right to invoice corresponds directly with the value of the Company’s performance to date. The Company has determined that there are no material differences in its existing revenue recognition methods that require modification under the new standard, and it did not record a material cumulative effect adjustment upon adoption of the new standard. The Company continues to evaluate the disclosure requirements as a result of the provisions of this ASU. In November 2016, Financial Accounting Standards Board, or the FASB, issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," ("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 Company adopted this pronouncement as of January 1, 2018 using a retrospective transition method and expects the only impact to be the presentation of the statement of cash flows for restricted cash. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("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 plans to engage a third party to assist in evaluating the impact of this new standard on its consolidated financial statements and related disclosures. |
Chapter 11 Proceedings (Tables)
Chapter 11 Proceedings (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 January 1 through April 12, 2017 Reorganization legal and professional fees $ (1,299 ) $ (6,663 ) Deferred loan costs expensed — (2,170 ) Gain on settlement of liabilities subject to compromise — 140,441 Fresh start adjustments — (87,105 ) Reorganization items, net $ (1,299 ) $ 44,503 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 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 (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 ) The following table reflects the reorganization and application of ASC 852 on the Company's consolidated balance sheet at April 12, 2017 (in thousands, except par value): Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company 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 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 Stockholders’ 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 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: New Loan Agreement $ 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. 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | 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 Future amortization of these intangibles will be as follows: 2018 $ 1,120 2019 1,120 2020 1,120 2021 850 2022 743 Thereafter 6,899 $ 11,852 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Fair value 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 (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value New Loan Agreement (1) $ 47,150 $ 55,550 $ — $ — 9% Senior Notes $ — $ — $ 277,662 $ 98,570 (1) The carrying value of the New Loan Agreement includes $1.7 million of paid in kind interest less $4.5 million of debt issuance cost. |
Allowance for doubtful accounts rollforward | The following reflects changes in the Company's allowance for doubtful accounts: Predecessor Balance as of January 1, 2016 $ 1,804 Provision 2,230 Bad debt write-off (2,677 ) Balance as of December 31, 2016 $ 1,357 Provision 1 Bad debt write-off — Reorganization adjustment 177 Balance as of April 12, 2017 $ 1,535 Successor Balance as of April 13, 2017 $ 1,535 Provision 46 Bad debt write-off — Balance as of December 31, 2017 $ 1,581 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | The following sets forth the identified intangible assets by major asset class (in thousands): Useful Life (years) Gross Carrying Value Accumulated Amortization Impairment Net Book Value As of December 31, 2017, Successor Customer relationships 15 $ 8,678 $ (415 ) $ — $ 8,263 Trade names 15 2,472 (118 ) — 2,354 Covenants not to compete 4 1,505 (270 ) — 1,235 $ 12,655 $ (803 ) $ — $ 11,852 As of December 31, 2016, Predecessor Customer relationships 15 $ 31,896 $ (18,073 ) $ (13,823 ) $ — Trade names 15 8,050 (4,830 ) — 3,220 Other 10-15 2,375 (1,686 ) (689 ) — $ 42,321 $ (24,589 ) $ (14,512 ) $ 3,220 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | 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 Future amortization of these intangibles will be as follows: 2018 $ 1,120 2019 1,120 2020 1,120 2021 850 2022 743 Thereafter 6,899 $ 11,852 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Unit Grant Activity | Restricted Stock Unit activity under the Management Incentive Plan was as follows (in thousands): Number of Shares Weighted Average Grant Date Fair Value Unvested as of April 13, 2017 — $ — Granted 450,000 $ 11.00 Vested (86,400 ) $ 11.00 Forfeited — $ — Unvested as of December 31, 2017 363,600 $ 11.00 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): Estimated Life in Years Successor Predecessor December 31, 2017 December 31, 2016 Well servicing equipment 9-15 years $ 80,899 $ 411,199 Autos and trucks 5-10 years 42,831 126,580 Disposal wells 5-15 years 3,977 37,752 Building and improvements 5-30 years 5,474 14,125 Furniture and fixtures 3-15 years 1,950 6,779 Land 868 1,524 135,999 597,959 Accumulated depreciation (18,808 ) (364,597 ) $ 117,191 $ 233,362 |
Schedule of Capital Leased Assets | The gross amount of property and equipment and related accumulated depreciation recorded under capital leases and included above consists of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Well servicing equipment $ — $ 13,696 Autos and trucks 9,104 12,706 9,104 26,402 Accumulated depreciation (916 ) (15,146 ) $ 8,188 $ 11,256 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Accrued wages $ 1,030 $ 601 Accrued insurance 7,204 7,193 Other accrued expenses 2,850 946 Total accrued expenses $ 11,084 $ 8,740 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt consisted of the following (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 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 5,822 1,386 Insurance notes 5,882 5,124 New Loan Agreement of $50.0 million, plus $1.7 million of accrued interest paid in kind and net of debt discount of $4.5 million as of December 31, 2017 47,150 — Total debt 58,854 299,172 Less: Current portion (7,566 ) (298,932 ) Total long-term debt $ 51,288 $ 240 |
Contractual Obligation, Fiscal Year Maturity Schedule | Following are required principal payments due on capital leases existing as of December 31, 2017 (in thousands): 2018 $ 1,684 2019 1,507 2020 1,574 2021 1,057 2022 — Thereafter — $ 5,822 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Successor Predecessor Predecessor April 13 through December 31, 2017 January 1 through April 12, 2017 Year ended December 31, 2016 Related parties expense activity: Alice Environmental Holdings, LLC (5) $ 591 $ 296 $ 1,012 Animas Holding, LLC (6) 125 61 172 CJW Group, LLC (7) 25 13 38 Dorsal Services, Inc. (2) 35 — 13 Tasco Tool Services, Inc. (3) — 11 36 Texas Quality Gate Guard Services, LLC (4) — 58 200 $ 776 $ 439 $ 1,471 Other payments to related parties: SB Factoring, LLC (8) $ 27 $ 65 $ 402 (1) The Company had a deposit relationship with Texas Champion Bank. Travis Burris, who served on the Company’s Board of Directors until April 12, 2017 is the President, Chief Executive Officer, and director of Texas Champion Bank. John E. Crisp, an executive officer and director of Forbes Energy Services, Ltd., serves on the board of directors of Texas Champion Bank. On September 30, 2017, the Company closed the account with Texas Champion Bank. (2) Dorsal Services, Inc., or Dorsal Services, is a trucking service company. Mr. Crisp was a partial owner of Dorsal Services in prior periods. The Company used Dorsal Services from time to time. (3) Tasco Tool Services, Inc., or Tasco, is a down-hole tool company that is partially owned and managed by a company that was partially owned by Charles C. Forbes, Jr., now deceased. Mr. Forbes served as an executive officer and director of the Company until the Effective Date. Tasco rents and sells tools to the Company from time to time. Since the Effective Date, Tasco is no longer a related party. (4) Texas Quality Gate Guard Services, LLC, or Texas Quality Gate Guard Services, is an entity partially owned 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) 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. (6) 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. (7) CJW Group, LLC is an entity that leases office space to the Company and is partially owned by Mr. Crisp. (8) 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. The Company periodically enters into transactions with related parties. The following tables represent related party transactions (in thousands): As of Successor Predecessor December 31, 2017 December 31, 2016 Related parties cash and cash equivalents balances: Balance at Texas Champion Bank (1) $ — $ 295 Related parties payable: Dorsal Services, Inc. (2) — $ 8 — $ — Tasco Tool Services, Inc. (3) — 3 11 — Texas Quality Gate Guard Services, LLC (4) — 18 $ 11 $ 18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable operating leases as of December 31, 2017 (Successor) are as follows (in thousands): Related Party Other Total 2018 $ 253 $ 777 $ 1,030 2019 — 654 654 2020 — 656 656 2021 — 658 658 2022 — 660 660 Thereafter — 1,250 1,250 Total $ 253 $ 4,655 $ 4,908 |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental cash flow information | Supplemental Cash Flow Information Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended (in thousands) Cash paid for Interest $ 2,272 $ 453 $ 432 Income tax — — — Supplemental schedule of non-cash investing and financing activities Change in accounts payable related to capital expenditures 930 — (216 ) Capital leases on equipment 6,069 — — Preferred stock dividends and accretion costs — 10 (654 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) included in the consolidated statements of operations | Income tax expense included in the consolidated statements of operations consisted of the following (in thousands): Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended December 31, 2016 Current: Federal $ — $ — $ — State — — — Foreign 228 74 (25 ) Total current income tax expense (benefit) $ 228 $ 74 $ (25 ) Deferred: Federal $ — $ — $ (96 ) State 15 (47 ) 293 Foreign — — — Total deferred income tax expense (benefit) $ 15 $ (47 ) $ 197 Total income tax expense $ 243 $ 27 $ 172 |
Effective income tax reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 35% and the reported income tax expense are summarized as follows (in thousands): Successor Predecessor April 13 through December 31, 2017 January 1 through April 12, 2017 Year Ended Income tax expense (benefit) at statutory rate $ (9,010 ) $ 9,539 $ (38,135 ) Nondeductible expenses 111 33 5,293 Bankruptcy transaction costs 788 2,355 — Effect of tax attribute reduction 3,959 (18,667 ) — Change in U.S. tax rate 12,259 — — Change in deferred tax valuation allowance (8,409 ) 5,532 33,177 Foreign taxes 227 75 — State taxes 16 (48 ) — Stock based compensation — 1,042 — Other 302 166 (163 ) $ 243 $ 27 $ 172 |
Tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): Successor Predecessor December 31, 2017 December 31, 2016 Deferred tax assets: Net operating loss carryforwards $ 10,916 $ 52,274 Foreign tax credits 796 796 Alternative minimum tax credit — 1,228 Share-based compensation 113 1,062 Bad debts 345 484 Accrued expenses 1,785 2,567 Tax over book depreciation 6,549 — Other 95 28 Total deferred tax assets 20,599 58,439 Less: valuation allowance (19,368 ) (36,762 ) Total deferred tax assets, net $ 1,231 $ 21,677 Deferred tax liabilities: Book over tax depreciation $ (325 ) $ (21,411 ) Intangible assets (1,285 ) (1,362 ) Total deferred tax liabilities $ (1,610 ) $ (22,773 ) Net deferred tax liability $ (379 ) $ (1,096 ) |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2017 January 1 through April 12, 2017 Year ended December 31, 2016 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (25,985 ) $ 27,228 $ (109,129 ) Preferred stock dividends and accretion — (46 ) (776 ) Net income (loss) attributable to common stockholders $ (25,985 ) $ 27,182 $ (109,905 ) Weighted-average common shares 5,288 27,508 22,214 Basic and diluted net income (loss) per share $ (4.91 ) $ 0.99 $ (4.95 ) |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Condensed Financial Statements | The following table sets forth certain financial information from continuing operations with respect to the Company’s reportable segments (in thousands): Well Servicing Fluid Logistics Consolidated Successor April 13 through December 31, 2017 Revenues $ 63,916 $ 32,565 $ 96,481 Direct operating costs 49,152 31,083 80,235 Segment profits $ 14,764 $ 1,482 $ 16,246 Depreciation and amortization $ 10,251 $ 9,800 $ 20,051 Capital expenditures (1) $ 12,489 $ 3,031 $ 15,520 Well Servicing Fluid Logistics Consolidated Total assets $ 128,623 $ 86,511 $ 215,134 Long lived assets $ 71,545 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 19,554 $ 11,211 $ 30,765 Direct operating costs 15,952 11,207 27,159 Segment profits $ 3,602 $ 4 $ 3,606 Depreciation and amortization $ 6,927 $ 6,674 $ 13,601 Capital expenditures (1) $ 286 $ 114 $ 400 Year ended December 31, 2016 Revenues $ 70,921 $ 45,284 $ 116,205 Direct operating costs 61,279 42,744 104,023 Segment operating profits $ 9,642 $ 2,540 $ 12,182 Depreciation and amortization $ 26,246 $ 26,128 $ 52,374 Loss on impairment of assets $ 25 $ 14,512 $ 14,537 Restructuring costs $ 7,548 $ — $ 7,548 Capital expenditures (1) $ 4,293 $ 4,408 $ 8,701 Total assets $ 611,090 $ 434,663 $ 1,045,753 Long lived assets $ 142,509 $ 90,853 $ 233,362 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including capital leases and fixed assets recorded in accounts payable at year-end. Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended Reconciliation of Operating Loss As Reported: Segment profits $ 16,246 $ 3,606 $ 12,182 Less: General and administrative expense 14,229 5,012 18,832 Depreciation and amortization 20,051 13,601 52,374 Loss on impairment of assets — — 14,537 Restructuring costs — — 7,548 Operating loss (18,034 ) (15,007 ) (81,109 ) Other income (expenses), net (7,708 ) 42,262 (27,848 ) Pre-tax income (loss) $ (25,742 ) $ 27,255 $ (108,957 ) |
Financial Information with Respect to Reportable Segments | The following table sets forth certain financial information from continuing operations with respect to the Company’s reportable segments (in thousands): Well Servicing Fluid Logistics Consolidated Successor April 13 through December 31, 2017 Revenues $ 63,916 $ 32,565 $ 96,481 Direct operating costs 49,152 31,083 80,235 Segment profits $ 14,764 $ 1,482 $ 16,246 Depreciation and amortization $ 10,251 $ 9,800 $ 20,051 Capital expenditures (1) $ 12,489 $ 3,031 $ 15,520 Well Servicing Fluid Logistics Consolidated Total assets $ 128,623 $ 86,511 $ 215,134 Long lived assets $ 71,545 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 19,554 $ 11,211 $ 30,765 Direct operating costs 15,952 11,207 27,159 Segment profits $ 3,602 $ 4 $ 3,606 Depreciation and amortization $ 6,927 $ 6,674 $ 13,601 Capital expenditures (1) $ 286 $ 114 $ 400 Year ended December 31, 2016 Revenues $ 70,921 $ 45,284 $ 116,205 Direct operating costs 61,279 42,744 104,023 Segment operating profits $ 9,642 $ 2,540 $ 12,182 Depreciation and amortization $ 26,246 $ 26,128 $ 52,374 Loss on impairment of assets $ 25 $ 14,512 $ 14,537 Restructuring costs $ 7,548 $ — $ 7,548 Capital expenditures (1) $ 4,293 $ 4,408 $ 8,701 Total assets $ 611,090 $ 434,663 $ 1,045,753 Long lived assets $ 142,509 $ 90,853 $ 233,362 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including capital leases and fixed assets recorded in accounts payable at year-end. Successor Predecessor April 13 through December 31, 2017 January 1 through Year Ended Reconciliation of Operating Loss As Reported: Segment profits $ 16,246 $ 3,606 $ 12,182 Less: General and administrative expense 14,229 5,012 18,832 Depreciation and amortization 20,051 13,601 52,374 Loss on impairment of assets — — 14,537 Restructuring costs — — 7,548 Operating loss (18,034 ) (15,007 ) (81,109 ) Other income (expenses), net (7,708 ) 42,262 (27,848 ) Pre-tax income (loss) $ (25,742 ) $ 27,255 $ (108,957 ) Successor Predecessor December 31, 2017 December 31, 2016 Reconciliation of Total Assets As Reported: Total reportable segments $ 215,134 $ 1,045,753 Elimination of intercompany transactions (311,147 ) (1,935,640 ) Parent 297,770 1,202,768 Total assets $ 201,757 $ 312,881 |
Chapter 11 Proceedings - Narrat
Chapter 11 Proceedings - Narrative (Details) | Apr. 13, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | ||||
Accrued interest | $ 998,000 | |||
Enterprise value | $ 176,000,000 | |||
Tax rate | 35.00% | |||
Discount rate | 0.169 | |||
Property and equipment, net | $ (117,191,000) | $ (233,362,000) | ||
Intangible assets, net | $ 11,852,000 | |||
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 | |||
Revolving Credit Facility | Prior Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 15,000,000 | |||
Senior Notes | Prior Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 280,000,000 | |||
Debt instrument, stated interest rate | 9.00% | |||
Common Stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued (price per share) | $ / shares | $ 28.12 | |||
Common Stock | Senior Notes | Prior Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Percent of common stock issued for debt cancellation | 100.00% | |||
Shares issued (in shares) | shares | 5,249,997 | |||
Collateral Pledged | Revolving Credit Facility | Prior Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Cash pledged | $ 9,000,000 | |||
Reorganization Adjustments | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 20,000,000 | |||
Professional fees | 1,158,000 | |||
Property and equipment, net | 0 | |||
Intangible assets, 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] | ||||
Property and equipment, net | 97,442,000 | |||
Intangible assets, net | 9,587,000 | |||
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 | $ 0.04 | ||
Accrued interest | $ 26,578,000 | |||
Property and equipment, net | (220,326,000) | (233,362,000) | ||
Intangible assets, net | 3,068,000 | $ 3,220,000 | ||
Predecessor | Senior Notes | Prior 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 | |||
Property and equipment, net | (122,884,000) | |||
Intangible assets, net | $ 12,655,000 |
Chapter 11 Proceedings - Reconc
Chapter 11 Proceedings - Reconciliation of the Enterprise Value (Details) $ in Millions | Apr. 13, 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 |
Chapter 11 Proceedings - Balanc
Chapter 11 Proceedings - Balance Sheet Impact (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Apr. 13, 2017 | Apr. 12, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | |||||
Cash and cash equivalents | $ 5,465 | $ 19,860 | $ 20,437 | $ 74,611 | |
Cash - restricted | 30,015 | ||||
Accounts receivable - trade | 24,341 | ||||
Accounts receivable - other | 496 | ||||
Total current assets | 71,529 | ||||
Property and equipment, net | 117,191 | 233,362 | |||
Intangible assets, net | 11,852 | ||||
Other assets | 1,185 | ||||
Total assets | 201,757 | ||||
Current liabilities | |||||
Current portion of long-term debt | 7,566 | ||||
Accounts payable - trade | 7,497 | ||||
Accounts payable - related parties | 11 | ||||
Accrued expenses | 11,084 | 8,740 | |||
Total current liabilities | 27,156 | ||||
Long-term debt, net of current portion | 51,288 | ||||
Total liabilities | 78,823 | ||||
Stockholders’ equity (deficit) | |||||
Common stock | 53 | ||||
Additional paid-in capital | 148,866 | ||||
Accumulated deficit | (25,985) | ||||
Total stockholders’ equity (deficit) | 122,934 | ||||
Total liabilities, temporary equity and stockholders’ equity | 201,757 | ||||
Reorganization Adjustments | |||||
Current assets | |||||
Cash and cash equivalents | $ 2,360 | ||||
Cash - restricted | 6,400 | ||||
Accounts receivable - trade | 0 | ||||
Accounts receivable - other | 0 | ||||
Prepaid expenses and other | 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 portion 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) | ||||
Stockholders’ equity (deficit) | |||||
Accumulated deficit | 350,105 | ||||
Total stockholders’ equity (deficit) | 303,416 | ||||
Total liabilities, temporary equity and stockholders’ equity | 8,793 | ||||
Fresh Start Adjustments | |||||
Current assets | |||||
Cash and cash equivalents | 0 | ||||
Cash - restricted | 0 | ||||
Accounts receivable - trade | 0 | ||||
Accounts receivable - other | 0 | ||||
Prepaid expenses and other | 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 portion 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 | (87,855) | ||||
Predecessor | |||||
Current assets | |||||
Cash and cash equivalents | 17,500 | 20,437 | |||
Cash - restricted | 27,579 | 27,563 | |||
Accounts receivable - trade | 17,237 | 16,962 | |||
Accounts receivable - other | 930 | 290 | |||
Prepaid expenses and other | 6,099 | ||||
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 | 295,484 | 312,881 | |||
Current liabilities | |||||
Current portion 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 | ||||
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) | (68,680) | (15,344) | (42,526) | $ 67,379 | |
Total liabilities, temporary equity and stockholders’ equity | 295,484 | $ 312,881 | |||
Predecessor | Reorganization Adjustments | |||||
Temporary equity | |||||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | (15,344) | ||||
Stockholders’ equity (deficit) | |||||
Common stock | (889) | ||||
Additional paid-in capital | (193,431) | ||||
Successor | |||||
Current assets | |||||
Cash and cash equivalents | 19,860 | ||||
Cash - restricted | 33,979 | ||||
Accounts receivable - trade | 17,237 | ||||
Accounts receivable - other | 930 | ||||
Prepaid expenses and other | 6,144 | ||||
Other current assets | 567 | ||||
Total current assets | 78,717 | ||||
Property and equipment, net | 122,884 | ||||
Intangible assets, net | 12,655 | ||||
Other assets | 2,166 | ||||
Total assets | 201,757 | 216,422 | |||
Current liabilities | |||||
Current portion of long-term debt | 3,064 | ||||
Accounts payable - trade | 11,113 | ||||
Accounts payable - related parties | $ 11 | 20 | |||
Accrued expenses | 9,146 | ||||
Total current liabilities | 23,343 | ||||
Long-term debt, net of current portion | 45,084 | ||||
Deferred tax liability | 364 | ||||
Liabilities subject to compromise | 0 | ||||
Total liabilities | 68,791 | ||||
Stockholders’ equity (deficit) | |||||
Common stock | 53 | ||||
Additional paid-in capital | 147,578 | ||||
Accumulated deficit | 0 | ||||
Total stockholders’ equity (deficit) | 147,631 | $ 0 | |||
Total liabilities, temporary equity and stockholders’ equity | 216,422 | ||||
Successor | Reorganization Adjustments | |||||
Stockholders’ equity (deficit) | |||||
Common stock | 53 | ||||
Additional paid-in capital | $ 147,578 |
Chapter 11 Proceedings - Net So
Chapter 11 Proceedings - Net Sources of Cash (Details) - USD ($) $ in Thousands | Apr. 13, 2017 | Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Uses: | ||||
Payoff of Prior Loan Agreement accrued interest | $ (453) | $ (2,272) | $ (432) | |
Debt issuance costs | $ (5,000) | $ 0 | $ 0 | |
Reorganization Adjustments | ||||
Sources: | ||||
New Loan Agreement | $ 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 | |||
Reorganization Adjustments | Senior Notes | ||||
Uses: | ||||
Repayments of debt | (20,000) | |||
Reorganization Adjustments | Line of Credit | ||||
Uses: | ||||
Repayments of debt | $ (15,000) |
Chapter 11 Proceedings - Settle
Chapter 11 Proceedings - Settlement of Liabilities (Details) - Reorganization Adjustments $ in Thousands | Apr. 13, 2017USD ($) |
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 |
Chapter 11 Proceedings - Cumula
Chapter 11 Proceedings - Cumulative Impact of the Reorganization Adjustments (Details) - Reorganization Adjustments $ in Thousands | Apr. 13, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
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 |
Chapter 11 Proceedings - Compon
Chapter 11 Proceedings - Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Apr. 13, 2017 | Dec. 31, 2016 |
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | $ 117,191 | $ 233,362 | |
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 | 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 |
Chapter 11 Proceedings - Comp44
Chapter 11 Proceedings - Components of Intangibles, Net (Details) - USD ($) $ in Thousands | Apr. 13, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | $ 11,852 | ||
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 | ||
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 |
Chapter 11 Proceedings - Cumu45
Chapter 11 Proceedings - Cumulative Impact of Fresh-Start Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Apr. 13, 2017 | Apr. 12, 2017 | Dec. 31, 2016 |
Fresh-Start Adjustment [Line Items] | ||||
Intangible assets, net | $ 11,852 | |||
Property and equipment, net | $ 117,191 | $ 233,362 | ||
Fresh Start Adjustments | ||||
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 | |||
Predecessor | ||||
Fresh-Start Adjustment [Line Items] | ||||
Intangible assets, net | 3,068 | 3,220 | ||
Property and equipment, net | 220,326 | $ 233,362 | ||
Predecessor | Fresh Start Adjustments | ||||
Fresh-Start Adjustment [Line Items] | ||||
Net impact to retained earnings (deficit) | $ (87,105) | $ (87,105) |
Chapter 11 Proceedings - Reorga
Chapter 11 Proceedings - Reorganization Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Apr. 13, 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 | ||
Reorganization items, net | (1,299) | ||
Predecessor | |||
Fresh-Start Adjustment [Line Items] | |||
Reorganization legal and professional fees | $ (6,663) | ||
Deferred loan costs expensed | (2,170) | ||
Gain on settlement of liabilities subject to compromise | 140,441 | ||
Reorganization items, net | 44,503 | ||
Fresh Start Adjustments | Successor | |||
Fresh-Start Adjustment [Line Items] | |||
Net impact to retained earnings (deficit) | $ 0 | ||
Fresh Start Adjustments | Predecessor | |||
Fresh-Start Adjustment [Line Items] | |||
Net impact to retained earnings (deficit) | $ (87,105) | $ (87,105) |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 13, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Interest paid in kind | $ 0 | $ 1,677 | $ 0 | ||
Senior Notes | 9% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 9.00% | 9.00% | |||
Debt issuance costs | 2,300 | ||||
Carrying Amount | Senior Notes | 9% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | $ 0 | $ 0 | 277,662 | ||
Fair Value | Senior Notes | 9% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | 0 | 0 | 98,570 | ||
Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 5.00% | ||||
Interest paid in kind | 1,700 | ||||
Debt issuance costs | 4,500 | 4,500 | |||
Line of Credit | Carrying Amount | New First Lien Term Loan Facility (Exit Facility) | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | 47,150 | 47,150 | 0 | ||
Line of Credit | Fair Value | New First Lien Term Loan Facility (Exit Facility) | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt | $ 55,550 | $ 55,550 | $ 0 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ 1,357 | $ 1,535 | $ 1,804 |
Provision | 1 | 46 | 2,230 |
Bad debt write-off | 0 | 0 | (2,677) |
Reorganization adjustment | 177 | ||
Allowance for doubtful accounts, ending balance | $ 1,535 | $ 1,581 | $ 1,357 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Restricted cash | $ 30,015 | ||
Impairment loss | $ 14,500 | ||
Loss on impairment of assets | $ 0 | 0 | 14,537 |
Deferred financing cost | $ 234 | $ 473 | $ 1,260 |
9% Senior Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 9.00% |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets by Class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets | ||
Gross Carrying Value | $ 12,655 | $ 42,321 |
Accumulated Amortization | (803) | (24,589) |
Impairment | 0 | (14,512) |
Net Book Value | $ 11,852 | $ 3,220 |
Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 8,678 | $ 31,896 |
Accumulated Amortization | (415) | (18,073) |
Impairment | 0 | (13,823) |
Net Book Value | $ 8,263 | $ 0 |
Trade names | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Gross Carrying Value | $ 2,472 | $ 8,050 |
Accumulated Amortization | (118) | (4,830) |
Impairment | 0 | 0 |
Net Book Value | $ 2,354 | 3,220 |
Covenants not to compete | ||
Intangible Assets | ||
Useful Life (years) | 4 years | |
Gross Carrying Value | $ 1,505 | |
Accumulated Amortization | (270) | |
Impairment | 0 | |
Net Book Value | $ 1,235 | |
Other | ||
Intangible Assets | ||
Gross Carrying Value | 2,375 | |
Accumulated Amortization | (1,686) | |
Impairment | (689) | |
Net Book Value | $ 0 | |
Minimum | Other | ||
Intangible Assets | ||
Useful Life (years) | 10 years | |
Maximum | Other | ||
Intangible Assets | ||
Useful Life (years) | 15 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization expenses | $ 0.2 | $ 0.8 | $ 1.7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2,018 | $ 1,120 | |
2,019 | 1,120 | |
2,020 | 1,120 | |
2,021 | 850 | |
2,022 | 743 | |
Thereafter | 6,899 | |
Net Book Value | $ 11,852 | $ 3,220 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 13, 2017 | Apr. 12, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Benefit related to cancellation of awards | $ 0.3 | ||||
Maximum shares for issuance (in shares) | 750,000 | ||||
Share-based compensation expense | $ 1.3 | ||||
Unrecognized compensation cost | $ 3.7 | $ 3.7 | |||
Compensation cost recognition period | 3 years 8 months 12 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested restricted stock units outstanding | 363,600,000 | 363,600,000 | 715,679 | 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock and Restricted Stock Unit Grant Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 9 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding beginning balance, number of units (in shares) | shares | 0 |
Granted, number of units (in shares) | shares | 450,000 |
Vested, number of units (in shares) | shares | (86,400) |
Forfeited, number of units (in shares) | shares | 0 |
Outstanding ending balance, number of units (in shares) | shares | 363,600 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Outstanding beginning balance, grant date average fair value per unit (in usd per share) | $ / shares | $ 0 |
Granted, grant date average fair value per unit (in usd per share) | $ / shares | 11 |
Vested, grant date average fair value per unit (in usd per share) | $ / shares | 11 |
Forfeited, grant date average fair value per unit (in usd per share) | $ / shares | 0 |
Outstanding ending balance, grant date average fair value per unit (in usd per share) | $ / shares | $ 11 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Property and equipment | ||||
Property and equipment, gross | $ 135,999 | $ 135,999 | $ 597,959 | |
Accumulated depreciation | (18,808) | (18,808) | (364,597) | |
Property and equipment, net | 117,191 | $ 117,191 | 233,362 | |
Depreciation expense | $ 13,400 | 19,200 | 50,700 | |
Capital lease expiration period | 4 years | |||
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Capital leased assets, gross | 9,104 | $ 9,104 | 26,402 | |
Accumulated depreciation | (916) | (916) | (15,146) | |
Capital leases, balance sheet, assets by major class, net | 8,188 | 8,188 | 11,256 | |
Depreciation of assets held under capital leases | 13,601 | 20,051 | 52,374 | |
Well servicing equipment | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 80,899 | 80,899 | 411,199 | |
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Capital leased assets, gross | 0 | $ 0 | 13,696 | |
Well servicing equipment | Minimum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 9 years | |||
Well servicing equipment | Maximum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 15 years | |||
Autos and trucks | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 42,831 | $ 42,831 | 126,580 | |
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Capital leased assets, gross | 9,104 | $ 9,104 | 12,706 | |
Autos and trucks | Minimum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 5 years | |||
Autos and trucks | Maximum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 10 years | |||
Disposal wells | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 3,977 | $ 3,977 | 37,752 | |
Disposal wells | 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 | |||
Building and improvements | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 5,474 | $ 5,474 | 14,125 | |
Building and improvements | 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 | |||
Furniture and fixtures | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 1,950 | $ 1,950 | 6,779 | |
Furniture and fixtures | Minimum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 3 years | |||
Furniture and fixtures | Maximum | ||||
Summary of Property and equipment | ||||
Property and equipment, estimated life | 15 years | |||
Land | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 868 | $ 868 | 1,524 | |
Assets Held under Capital Leases | ||||
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Depreciation of assets held under capital leases | $ 300 | $ 1,000 | $ 900 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued wages | $ 1,030 | $ 601 |
Accrued insurance | 7,204 | 7,193 |
Other accrued expenses | 2,850 | 946 |
Total accrued expenses | $ 11,084 | $ 8,740 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Accrued interest paid in kind | $ 0 | $ 1,677 | $ 0 | |
Total debt | 58,854 | $ 58,854 | 299,172 | |
Less: Current portion | (7,566) | (7,566) | (298,932) | |
Total long-term debt | 51,288 | 51,288 | 240 | |
New Loan Agreement of $50.0 million, plus $1.7 million of accrued interest paid in kind and net of debt discount of $4.5 million as of December 31, 2017 | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs | 4,500 | 4,500 | ||
Accrued interest paid in kind | 1,700 | |||
Total debt | 47,150 | 47,150 | 0 | |
Debt Instrument, Unamortized Discount | 4,500 | 4,500 | ||
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 | |||
Total debt | 0 | 0 | 277,662 | |
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 0 | 15,000 | |
Third party equipment notes and capital leases | ||||
Debt Instrument [Line Items] | ||||
Total debt | 5,822 | 5,822 | 1,386 | |
Insurance notes | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 5,882 | $ 5,882 | $ 5,124 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Apr. 13, 2017USD ($) | Apr. 12, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)installment | Dec. 31, 2016USD ($) | Apr. 13, 2018 | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | |||||||
Interest paid in kind | $ 0 | $ 1,677,000 | $ 0 | ||||
Debt and capital lease obligations | 58,854,000 | $ 58,854,000 | 299,172,000 | ||||
Payments of debt | (444,000) | $ (1,190,000) | (5,722,000) | ||||
Senior Notes | Prior Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 280,000,000 | ||||||
Debt instrument, stated interest rate | 9.00% | 9.00% | |||||
Debt and capital lease obligations | $ 0 | $ 0 | 277,662,000 | ||||
Third party equipment notes and capital leases | |||||||
Debt Instrument [Line Items] | |||||||
Debt and capital lease obligations | 5,822,000 | 5,822,000 | 1,386,000 | ||||
Insurance notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt and capital lease obligations | $ 5,882,000 | $ 5,882,000 | $ 5,124,000 | ||||
Insurance notes | Insurance Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, stated interest rate | 3.27% | 3.27% | 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 | 3.40% | 3.40% | |||||
Maximum | Third party equipment notes and capital leases | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, number of installments | installment | 48 | ||||||
Debt instrument, effective interest rate | 5.70% | 5.70% | |||||
Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||||
Debt Instrument [Line Items] | |||||||
Cash payment for cancellation of debt | $ 20,000,000 | ||||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Unrestricted cash and cash equivalents after giving pro forma effect to requested release (less than) | 7,000,000 | ||||||
Restricted cash | 20,900,000 | 20,900,000 | |||||
Debt instrument, stated interest rate | 5.00% | ||||||
Debt instrument, PIK interest rate | 7.00% | ||||||
Interest paid in kind | 1,700,000 | ||||||
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 | ||||||
Debt and capital lease obligations | 47,150,000 | 47,150,000 | $ 0 | ||||
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% | 3.00% | |||||
Predecessor | |||||||
Debt Instrument [Line Items] | |||||||
Payments of debt | $ (400,000) | ||||||
Predecessor | Senior Notes | Prior Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 280,000,000 | ||||||
Debt instrument, stated interest rate | 9.00% | ||||||
Predecessor | Third party equipment notes and capital leases | |||||||
Debt Instrument [Line Items] | |||||||
Debt and capital lease obligations | $ 1,400,000 | ||||||
Scenario, Forecast | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, PIK interest rate | 2.00% | ||||||
Common Stock | Senior Notes | Prior Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Percent of common stock issued for debt cancellation | 100.00% |
Long-Term Debt - Capital Lease
Long-Term Debt - Capital Lease Payment Schedule (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 1,684 |
2,019 | 1,507 |
2,020 | 1,574 |
2,021 | 1,057 |
2,022 | 0 |
Thereafter | 0 |
Capital lease principal payment | $ 5,822 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Apr. 13, 2017 | |
Related Party Transaction [Line Items] | |||||
Related parties payable: | $ 11,000 | ||||
Successor | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 11,000 | $ 20,000 | |||
Related parties expense activity: | 776,000 | ||||
Successor | Texas Champion Bank | |||||
Related Party Transaction [Line Items] | |||||
Related parties cash and cash equivalents balances: | 0 | ||||
Successor | Dorsal Services, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 8,000 | ||||
Related parties expense activity: | 35,000 | ||||
Successor | Tasco Tool Services | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 3,000 | ||||
Related parties expense activity: | 0 | ||||
Successor | Texas Quality Gate Guard Services | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 0 | ||||
Related parties expense activity: | 0 | ||||
Successor | Alice Environmental Holdings, LLC Alice Environmental Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 591,000 | ||||
Successor | Animas Holdings, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 125,000 | ||||
Successor | CJW Group, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 25,000 | ||||
Successor | SB Factoring LLC | |||||
Related Party Transaction [Line Items] | |||||
Other payments to related parties: | 27,000 | ||||
Predecessor | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | $ 18,000 | $ 20,000 | |||
Related parties expense activity: | $ 439,000 | 1,471,000 | |||
Predecessor | Texas Champion Bank | |||||
Related Party Transaction [Line Items] | |||||
Related parties cash and cash equivalents balances: | 295,000 | ||||
Predecessor | Dorsal Services, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 0 | ||||
Related parties expense activity: | 0 | 13,000 | |||
Predecessor | Tasco Tool Services | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 0 | ||||
Related parties expense activity: | 11,000 | 36,000 | |||
Predecessor | Texas Quality Gate Guard Services | |||||
Related Party Transaction [Line Items] | |||||
Related parties payable: | 18,000 | ||||
Related parties expense activity: | 58,000 | 200,000 | |||
Predecessor | Alice Environmental Holdings, LLC Alice Environmental Services, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 296,000 | 1,012,000 | |||
Predecessor | Animas Holdings, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 61,000 | 172,000 | |||
Predecessor | CJW Group, LLC | |||||
Related Party Transaction [Line Items] | |||||
Related parties expense activity: | 13,000 | 38,000 | |||
Predecessor | SB Factoring LLC | |||||
Related Party Transaction [Line Items] | |||||
Other payments to related parties: | 65,000 | 402,000 | |||
Capital Expenditures, Related Party | Successor | |||||
Related Party Transaction [Line Items] | |||||
Related party capital expenditures | $ 0 | $ 0 | $ 0 | ||
Subsequent Event | Ascribe and Solace | |||||
Related Party Transaction [Line Items] | |||||
Percent of common stock outstanding | 24.10% | ||||
Subsequent Event | Ascribe and Solace | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||
Related Party Transaction [Line Items] | |||||
Debt due to related party | $ 13,200,000 | ||||
Subsequent Event | Solace | |||||
Related Party Transaction [Line Items] | |||||
Percent of common stock outstanding | 17.80% | ||||
Subsequent Event | Solace | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | |||||
Related Party Transaction [Line Items] | |||||
Debt due to related party | $ 11,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Concentration of Risk (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||||
Insurance coverage | $ 250,000 | $ 250,000 | ||
Largest Customer | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 17.20% | 16.20% | ||
Largest Customer | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 21.80% | 22.90% | ||
Five Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 46.30% | 56.80% | ||
Five Largest Customers | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 39.50% | 58.00% | ||
Ten Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 56.50% | 70.10% | ||
Ten Largest Customers | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 46.00% | 69.80% | ||
Predecessor | Largest Customer | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 14.90% | |||
Predecessor | Five Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 47.80% | |||
Predecessor | Ten Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Risk percent | 63.10% |
Commitments and Contingencies62
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Gain Contingencies [Line Items] | ||||
Limit excess policy | $ 10,000,000 | |||
Claims made in excess amount | $ 1,000,000 | |||
Percent of paid claims | 15.00% | |||
Letters of credit outstanding | $ 9,000,000 | $ 9,000,000 | ||
Rent expense | $ 900,000 | 6,200,000 | $ 7,800,000 | |
Auto Liability and General Liability Insurances | ||||
Gain Contingencies [Line Items] | ||||
Self insurance reserve basic coverage | 250,000 | |||
Employee Group Medical Plan | ||||
Gain Contingencies [Line Items] | ||||
Self insurance reserve basic coverage | 150,000 | |||
Self insurance reserve | $ 7,200,000 | $ 7,200,000 | $ 7,200,000 |
Commitments and Contingencies63
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 1,030 |
2,019 | 654 |
2,020 | 656 |
2,021 | 658 |
2,022 | 660 |
Thereafter | 1,250 |
Total | 4,908 |
Related Party | |
Operating Leased Assets [Line Items] | |
2,018 | 253 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total | 253 |
Other | |
Operating Leased Assets [Line Items] | |
2,018 | 777 |
2,019 | 654 |
2,020 | 656 |
2,021 | 658 |
2,022 | 660 |
Thereafter | 1,250 |
Total | $ 4,655 |
Supplemental Cash Flow Inform64
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash paid for | |||
Interest | $ 453 | $ 2,272 | $ 432 |
Income tax | 0 | 0 | 0 |
Supplemental schedule of non-cash investing and financing activities | |||
Change in accounts payable related to capital expenditures | 0 | 930 | (216) |
Capital leases on equipment | 0 | 6,069 | 0 |
Preferred stock dividends and accretion costs | $ 10 | $ 0 | $ (654) |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 0 |
Foreign | 74 | 228 | (25) |
Total current income tax expense (benefit) | 74 | 228 | (25) |
Deferred: | |||
Federal | 0 | 0 | (96) |
State | (47) | 15 | 293 |
Foreign | 0 | 0 | 0 |
Total deferred income tax expense (benefit) | (47) | 15 | 197 |
Total income tax expense | $ 27 | $ 243 | $ 172 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||
Statutory rate | 35.00% | |||
Income tax expense (benefit) at statutory rate | $ 9,539 | $ (9,010) | $ (38,135) | |
Nondeductible expenses | 33 | 111 | 5,293 | |
Bankruptcy transaction costs | 2,355 | 788 | 0 | |
Effect of tax attribute reduction | (18,667) | 3,959 | 0 | |
Change in U.S. tax rate | 0 | 12,259 | 0 | |
Change in deferred tax valuation allowance | 5,532 | (8,409) | 33,177 | |
Foreign taxes | 75 | 227 | 0 | |
State taxes | (48) | 16 | 0 | |
Stock based compensation | 1,042 | 0 | 0 | |
Other | 166 | 302 | (163) | |
Total income tax expense | $ 27 | $ 243 | $ 172 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 10,916 | $ 52,274 |
Foreign tax credits | 796 | 796 |
Alternative minimum tax credit | 0 | 1,228 |
Share-based compensation | 113 | 1,062 |
Bad debts | 345 | 484 |
Accrued expenses | 1,785 | 2,567 |
Tax over book depreciation | 6,549 | 0 |
Other | 95 | 28 |
Total deferred tax assets | 20,599 | 58,439 |
Less: valuation allowance | (19,368) | (36,762) |
Total deferred tax assets, net | 1,231 | 21,677 |
Deferred tax liabilities: | ||
Book over tax depreciation | (325) | (21,411) |
Intangible assets | (1,285) | (1,362) |
Total deferred tax liabilities | (1,610) | (22,773) |
Net deferred tax liability | $ (379) | $ (1,096) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal operating loss carry forward | $ 52,000 | ||
Change in deferred tax valuation allowance | $ 5,532 | $ (8,409) | $ 33,177 |
Earnings (loss) per Share - Com
Earnings (loss) per Share - Computation of Basic and Diluted Gain (Loss) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic and diluted: | |||
Net income (loss) | $ 27,228 | $ (25,985) | $ (109,129) |
Preferred stock dividends and accretion | (46) | 0 | (776) |
Net income (loss) attributable to common stockholders | $ 27,182 | $ (25,985) | $ (109,905) |
Weighted-average common shares (in shares) | 27,508 | 5,288 | 22,214 |
Basic and diluted net income (loss) per share (in dollars per share) | $ 0.99 | $ (4.91) | $ (4.95) |
Earnings (loss) per Share - Nar
Earnings (loss) per Share - Narrative (Details) - Predecessor - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock, Shares, Equivalent of Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,292,531 | 5,292,531 | |
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 602,625 | 602,625 | |
Restricted Stock | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 363,300 | 0 |
Business Segment Information (D
Business Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 12, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Apr. 13, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | segment | 2 | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | $ 30,765 | $ 96,481 | $ 116,205 | ||
Operating loss | (15,007) | (18,034) | (81,109) | ||
Depreciation and amortization | 13,601 | 20,051 | 52,374 | ||
Impairment of assets | 0 | 0 | 14,537 | ||
Total assets | 201,757 | $ 201,757 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | (15,007) | (18,034) | (81,109) | ||
General and administrative expense | 5,012 | 14,229 | 18,832 | ||
Depreciation and amortization | 13,601 | 20,051 | 52,374 | ||
Loss on impairment of assets | 0 | 0 | 14,537 | ||
Restructuring costs | 0 | 0 | 7,548 | ||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 201,757 | 201,757 | |||
Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 30,765 | 116,205 | |||
Direct operating costs | 27,159 | 104,023 | |||
Operating loss | 3,606 | 12,182 | |||
Depreciation and amortization | 52,374 | ||||
Impairment of assets | 14,537 | ||||
Capital expenditures | 400 | 8,701 | |||
Total assets | 1,045,753 | ||||
Long lived assets | 233,362 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 3,606 | 12,182 | |||
Depreciation and amortization | 52,374 | ||||
Loss on impairment of assets | 14,537 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 1,045,753 | ||||
Segment Reconciling Items | |||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Restructuring costs | 7,548 | ||||
Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 13,601 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Depreciation and amortization | 13,601 | ||||
Well Servicing | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 19,554 | 70,921 | |||
Direct operating costs | 15,952 | 61,279 | |||
Operating loss | 3,602 | 9,642 | |||
Depreciation and amortization | 26,246 | ||||
Impairment of assets | 25 | ||||
Capital expenditures | 286 | 4,293 | |||
Total assets | 611,090 | ||||
Long lived assets | 142,509 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 3,602 | 9,642 | |||
Depreciation and amortization | 26,246 | ||||
Loss on impairment of assets | 25 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 611,090 | ||||
Well Servicing | Segment Reconciling Items | |||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Restructuring costs | 7,548 | ||||
Well Servicing | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 6,927 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Depreciation and amortization | 6,927 | ||||
Fluid Logistics | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 11,211 | 45,284 | |||
Direct operating costs | 11,207 | 42,744 | |||
Operating loss | 4 | 2,540 | |||
Depreciation and amortization | 26,128 | ||||
Impairment of assets | 14,512 | ||||
Capital expenditures | 114 | 4,408 | |||
Total assets | 434,663 | ||||
Long lived assets | 90,853 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 4 | 2,540 | |||
Depreciation and amortization | 26,128 | ||||
Loss on impairment of assets | 14,512 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 434,663 | ||||
Fluid Logistics | Segment Reconciling Items | |||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Restructuring costs | 0 | ||||
Fluid Logistics | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 6,674 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Depreciation and amortization | 6,674 | ||||
Successor | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating loss | (18,034) | ||||
Depreciation and amortization | 20,051 | ||||
Impairment of assets | 0 | ||||
Total assets | 201,757 | 201,757 | $ 216,422 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | (18,034) | ||||
General and administrative expense | 14,229 | ||||
Depreciation and amortization | 20,051 | ||||
Loss on impairment of assets | 0 | ||||
Restructuring costs | 0 | ||||
Other income (expenses), net | (7,708) | ||||
Pre-tax income (loss) | (1,299) | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 201,757 | 201,757 | 216,422 | ||
Successor | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 96,481 | ||||
Direct operating costs | 80,235 | ||||
Operating loss | 16,246 | ||||
Total assets | 215,134 | 215,134 | |||
Long lived assets | 129,043 | 129,043 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 16,246 | ||||
Pre-tax income (loss) | (25,742) | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 215,134 | 215,134 | |||
Successor | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Capital expenditures | 15,520 | ||||
Total assets | (311,147) | (311,147) | |||
Reconciliation of Total Assets As Reported: | |||||
Total assets | (311,147) | (311,147) | |||
Successor | Parent | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Total assets | 297,770 | 297,770 | |||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 297,770 | 297,770 | |||
Successor | Well Servicing | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 10,251 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Depreciation and amortization | 10,251 | ||||
Successor | Well Servicing | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 63,916 | ||||
Direct operating costs | 49,152 | ||||
Operating loss | 14,764 | ||||
Total assets | 128,623 | 128,623 | |||
Long lived assets | 71,545 | 71,545 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 14,764 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 128,623 | 128,623 | |||
Successor | Well Servicing | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Capital expenditures | 12,489 | ||||
Successor | Fluid Logistics | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Depreciation and amortization | 9,800 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Depreciation and amortization | 9,800 | ||||
Successor | Fluid Logistics | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Revenues | 32,565 | ||||
Direct operating costs | 31,083 | ||||
Operating loss | 1,482 | ||||
Total assets | 86,511 | 86,511 | |||
Long lived assets | 57,498 | 57,498 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 1,482 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 86,511 | $ 86,511 | |||
Successor | Fluid Logistics | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Capital expenditures | $ 3,031 | ||||
Predecessor | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating loss | (15,007) | (81,109) | |||
Depreciation and amortization | 13,601 | 52,374 | |||
Impairment of assets | 0 | 14,537 | |||
Total assets | 312,881 | 295,484 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | (15,007) | (81,109) | |||
General and administrative expense | 5,012 | 18,832 | |||
Depreciation and amortization | 13,601 | 52,374 | |||
Loss on impairment of assets | 0 | 14,537 | |||
Restructuring costs | 0 | 7,548 | |||
Other income (expenses), net | 42,262 | (27,848) | |||
Pre-tax income (loss) | 44,503 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 312,881 | $ 295,484 | |||
Predecessor | Operating Segments | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Operating loss | 3,606 | 12,182 | |||
Total assets | 1,045,753 | ||||
Reconciliation of the Company's Operating Income (Loss) As Reported: | |||||
Segment profits | 3,606 | 12,182 | |||
Pre-tax income (loss) | $ 27,255 | (108,957) | |||
Reconciliation of Total Assets As Reported: | |||||
Total assets | 1,045,753 | ||||
Predecessor | Elimination of internal transactions | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Total assets | (1,935,640) | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | (1,935,640) | ||||
Predecessor | Parent | |||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | |||||
Total assets | 1,202,768 | ||||
Reconciliation of Total Assets As Reported: | |||||
Total assets | $ 1,202,768 |
Equity Securities (Details)
Equity Securities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||
Conversion of stock, conversion ratio (in shares) | 900.00% | |||
Preferred shares dividends and accretion costs | $ 10 | $ 0 | $ (654) | |
Series B Senior Convertible Preferred Shares | ||||
Class of Stock [Line Items] | ||||
Series B preferred shares, authorized (in shares) | 825,000 | 825,000 | ||
Series B preferred shares, par value (in usd per share) | $ 0.01 | $ 0.01 | ||
Number of shares outstanding | 588,059 | |||
Redemption amount if Series B preferred stock is redeemed | $ 15,600 | |||
Preferred stock dividend rate, percentage | 5.00% | |||
Preferred shares dividends and accretion costs | $ 800 |