Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 25, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Forbes Energy Services Ltd. | ||
Entity Central Index Key | 0001434842 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
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 | 5,439,247 | ||
Entity Public Float | $ 14,229,216 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 8,083 | $ 5,465 |
Cash - restricted | 73 | 30,015 |
Accounts receivable - trade, net | 45,950 | 24,341 |
Accounts receivable - other | 2,228 | 496 |
Prepaid expenses and other current assets | 14,691 | 11,212 |
Total current assets | 71,025 | 71,529 |
Property and equipment, net | 148,608 | 117,191 |
Intangible assets, net | 13,980 | 11,852 |
Goodwill | 19,700 | 0 |
Other assets | 3,072 | 1,185 |
Total assets | 256,385 | 201,757 |
Current liabilities | ||
Accounts payable - trade | 17,841 | 7,497 |
Accounts payable - related parties | 0 | 11 |
Accrued interest payable | 1,993 | 998 |
Accrued expenses | 14,348 | 11,084 |
Current portion of long-term debt | 59,321 | 7,566 |
Total current liabilities | 93,503 | 27,156 |
Long-term debt, net of current portion and issuance costs | 71,095 | 51,288 |
Deferred tax liability | 357 | 379 |
Total liabilities | 164,955 | 78,823 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value, 40,000 shares authorized, 5,439 shares and 5,336 shares issued and outstanding at December 31, 2018 and 2017, respectively | 54 | 53 |
Additional paid-in capital | 149,968 | 148,866 |
Accumulated deficit | (58,592) | (25,985) |
Total stockholders’ equity | 91,430 | 122,934 |
Total liabilities and stockholders’ equity | $ 256,385 | $ 201,757 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000,000 |
Common stock, shares issued (in shares) | 5,439,000 | 5,336,000 |
Common stock, shares outstanding (in shares) | 5,439,000 | 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, 2018 | |
Revenues | |||
Well servicing | $ 53,343 | $ 83,035 | |
Coiled tubing | 10,573 | 39,572 | |
Fluid logistics | 32,565 | 58,291 | |
Total revenues | 96,481 | 180,898 | |
Expenses | |||
Well servicing | 42,720 | 67,889 | |
Coil tubing | 6,432 | 32,384 | |
Fluid logistics | 31,083 | 46,552 | |
General and administrative | 14,229 | 25,390 | |
Depreciation and amortization | 20,051 | 30,543 | |
Total expenses | 114,515 | 202,758 | |
Operating loss | (18,034) | (21,860) | |
Other income (expense) | |||
Interest income | 11 | 8 | |
Interest expense | (6,420) | (11,158) | |
Reorganization items, net | (1,299) | 0 | |
Pre-tax income (loss) | (25,742) | (33,010) | |
Income tax (benefit) expense | $ 27 | 243 | (403) |
Net income (loss) | (25,985) | (32,607) | |
Preferred stock dividends | 0 | 0 | |
Net income (loss) attributable to common stockholders | $ 27,182 | $ (25,985) | $ (32,607) |
Income (loss) per share of common stock | |||
Basic and diluted (in usd per share) | $ (4.91) | $ (6.07) | |
Weighted average number of shares of common stock outstanding | |||
Basic and diluted (in shares) | 27,508 | 5,288 | 5,368 |
Predecessor | |||
Revenues | |||
Well servicing | $ 17,353 | ||
Coiled tubing | 2,201 | ||
Fluid logistics | 11,211 | ||
Total revenues | 30,765 | ||
Expenses | |||
Well servicing | 13,845 | ||
Coil tubing | 2,107 | ||
Fluid logistics | 11,207 | ||
General and administrative | 5,012 | ||
Depreciation and amortization | 13,601 | ||
Total expenses | 45,772 | ||
Operating loss | (15,007) | ||
Other income (expense) | |||
Interest income | 13 | ||
Interest expense | (2,254) | ||
Reorganization items, net | 44,503 | ||
Pre-tax income (loss) | 27,255 | ||
Income tax (benefit) expense | 27 | ||
Net income (loss) | 27,228 | ||
Preferred stock dividends | (46) | ||
Net income (loss) attributable to common stockholders | $ 27,182 | ||
Income (loss) per share of common stock | |||
Basic and diluted (in usd per share) | $ 0.99 | ||
Weighted average number of shares of common stock outstanding | |||
Basic and diluted (in shares) | 27,508 |
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, 2016 | $ (42,526) | $ 15,298 | $ 889 | $ 193,477 | $ (236,892) |
Beginning balance (in shares) (Predecessor) at Dec. 31, 2016 | 588 | 22,215 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net 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 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) at Apr. 12, 2017 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cancellation of temporary equity and predecessor permanent equity | Predecessor | 15,344 | $ (15,344) | $ (889) | (193,431) | 209,664 |
Cancellation of temporary equity and predecessor permanent equity (in shares) | Predecessor | (588) | (22,215) | |||
Ending balance (Predecessor) at Apr. 13, 2017 | (68,680) | ||||
Ending balance at Apr. 13, 2017 | 147,631 | ||||
Beginning balance (Predecessor) at Apr. 12, 2017 | (15,344) | $ 15,344 | $ 889 | 193,431 | (209,664) |
Beginning balance 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) 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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 1,103 | $ 1 | 1,102 | ||
Share-based compensation (in shares) | 103 | ||||
Net loss | (32,607) | (32,607) | |||
Ending balance at Dec. 31, 2018 | $ 91,430 | $ 54 | $ 149,968 | $ (58,592) | |
Ending balance (in shares) at Dec. 31, 2018 | 5,439 |
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, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 27,228 | $ (25,985) | $ (32,607) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 20,051 | 30,543 | |
Share-based compensation | 1,288 | 1,103 | |
Reorganization items (non-cash) | 0 | 0 | |
Deferred tax (benefit) expense | (47) | 15 | (22) |
Gain on disposal of assets | (187) | (1,337) | |
Bad debt expense | 1 | 46 | 120 |
Amortization of debt discount | 200 | 473 | 1,043 |
Interest paid in kind | 1,677 | 4,285 | |
Changes in operating assets and liabilities, net of acquisition: | |||
Accounts receivable | (6,716) | (9,645) | |
Prepaid expenses and other assets | 157 | (2,663) | |
Accounts payable - trade | (4,566) | 6,929 | |
Accounts payable - related parties | (9) | (11) | |
Accrued expenses | 1,902 | 505 | |
Depreciation and amortization | 998 | 995 | |
Net cash used in operating activities | (10,856) | (762) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (8,521) | (18,855) | |
Purchase of Cretic, net of cash acquired | 0 | (67,202) | |
Proceeds from sale of property and equipment | 2,208 | 4,402 | |
Net cash provided by (used in) investing activities | (6,313) | (81,655) | |
Cash flows from financing activities: | |||
Payments for capital leases | (1,190) | (2,327) | |
Payments for debt issuance costs | 0 | (2,580) | |
Proceeds from Bridge Loan | 0 | 50,000 | |
Payment of Prior Senior Notes | 0 | 0 | |
Repayment of Prior Loan Agreement | 0 | 0 | |
Proceeds from Term Loan Agreement | 0 | 10,000 | |
Net cash provided by (used in) financing activities | (1,190) | 55,093 | |
Net increase (decrease) in cash, cash equivalents and cash - restricted | (18,359) | (27,324) | |
Cash, cash equivalents and cash - restricted: | |||
Beginning of period | 48,000 | 53,839 | 35,480 |
End of period | 53,839 | $ 35,480 | $ 8,156 |
Predecessor | |||
Cash flows from operating activities: | |||
Net income (loss) | 27,228 | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 13,601 | ||
Share-based compensation | 0 | ||
Reorganization items (non-cash) | (51,166) | ||
Deferred tax (benefit) expense | (47) | ||
Gain on disposal of assets | (950) | ||
Bad debt expense | 1 | ||
Amortization of debt discount | 234 | ||
Interest paid in kind | 0 | ||
Changes in operating assets and liabilities, net of acquisition: | |||
Accounts receivable | (916) | ||
Prepaid expenses and other assets | (748) | ||
Accounts payable - trade | 6,608 | ||
Accounts payable - related parties | 2 | ||
Accrued expenses | 324 | ||
Depreciation and amortization | 1,575 | ||
Net cash used in operating activities | (4,254) | ||
Cash flows from investing activities: | |||
Purchases of property and equipment | (400) | ||
Purchase of Cretic, net of cash acquired | 0 | ||
Proceeds from sale of property and equipment | 937 | ||
Net cash provided by (used in) investing activities | 537 | ||
Cash flows from financing activities: | |||
Payments for capital leases | (444) | ||
Payments for debt issuance costs | (5,000) | ||
Proceeds from Bridge Loan | 0 | ||
Payment of Prior Senior Notes | (20,000) | ||
Repayment of Prior Loan Agreement | (15,000) | ||
Proceeds from Term Loan Agreement | 50,000 | ||
Net cash provided by (used in) financing activities | 9,556 | ||
Net increase (decrease) in cash, cash equivalents and cash - restricted | $ 5,839 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
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. 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 18 - 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. |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 | |
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. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the consolidated financial statements. 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 and insurance notes approximate fair value because of the short maturity of these instruments. The fair values of capital leases 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 Term Loan Agreement and the Bridge Loan as of the respective dates are set forth below (in thousands): December 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Agreement $ 62,335 $ 65,794 $ 47,150 $ 55,550 Bridge Loan $ 49,568 $ 50,000 $ — $ — The Company has nonfinancial assets measured at fair value on a non-recurring basis which include property and equipment, intangible assets and goodwill for which fair value is calculated in connection with accounting for Cretic acquisition and 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. As discussed in Note 4, the Company acquired all of the outstanding units of Cretic Energy Services, LLC (Cretic). The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The estimated fair value allocated to certain property and equipment, identifiable intangible assets and goodwill were based on a combination of market, cost and income approaches. Cash, Cash Equivalents and Cash - Restricted The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company's restricted cash served as collateral for certain outstanding letters of credit and the Company's corporate credit card program. The following table provides a reconciliation of cash, cash equivalents and cash - restricted reported within the consolidated balance sheets to the same such amounts shown in the consolidated statements of cash flows. Successor December 31, 2018 December 31, 2017 (in thousands) Cash and cash equivalents $ 8,083 $ 5,465 Cash - restricted 73 30,015 Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows $ 8,156 $ 35,480 Revenue Recognition The Company accounts for revenues under Accounting Standards Codification (ASC) Topic - 606 - Revenue from Contracts with Customers effective January 1, 2018, the core principle of which is that a company should recognize revenue to match the delivery of goods or services to customers to the consideration the company expects to be entitled in exchange for transferring goods or services to a customer. As noted above, on January 1, 2018, the Company adopted ASC 606 on a modified retrospective basis for all contracts. As a result of the Company's adoption, there were no changes to the timing of the revenue recognition or measurement of revenue, and there was no cumulative effect of adoption as of January 1, 2018. Therefore, the only changes to the financial statements related to the adoption are in the footnote disclosures as included here-in. See Note 14 . Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing service to a customer. Amounts are billed upon completion of service and are generally due within 30 days. The Company has its principal revenue generating activities organized into three service lines, well servicing, coiled tubing and fluid logistics. The Company's well servicing line consists primarily of maintenance, workover, completion, plugging and abandonment, and tubing testing services. The Company's coiled tubing line consists of maintenance, workover and completion services. The Company's fluid logistics line provides supporting services to the well servicing line as well as direct sales to customers for fluid management and movement. The Company generally establishes a master services agreement with each customer and provides associated services on a work order basis in increments of days, by the hour for services performed or on occasion, bid/turnkey pricing. Services provided under the well servicing and the fluid logistics segments are short in duration and generally completed within 30 days. The majority of the Company’s contracts with customers in the well servicing, coiled tubing and fluid logistics segments are short-term in nature and are recognized as “over-time” performance obligations as the services are performed. The Company applies 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. Because of the short-term nature of the Company’s services, which generally last a few hours to multiple days, the Company does not have any contracts with a duration longer than one year that require disclosure. The Company has no material contract assets or liabilities. The Company does not have any revenue expected to be recognized in the future related to remaining performance obligations or contracts with variable consideration related to undelivered performance obligations. There was no revenue recognized in the current period from performance obligations satisfied in previous periods. The Company's significant judgments made in connection with ASC 606 included the determination of when the Company satisfies its performance obligation to customers and the applicability of the as invoiced practical expedient. 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 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 Provision 120 Bad debt write-off (515 ) Balance as of December 31, 2018 $ 1,186 Property and Equipment Property and equipment are recorded at cost or fair value (as part of purchase accounting or 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 2018 resulting from the acquisition of Cretic and fresh start accounting as described in Note 18 - Chapter 11 Proceedings . The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (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. Goodwill Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Cretic Energy Services, LLC. The carrying amount of goodwill is $19.7 million as of December 31, 2018 and was recorded within the coiled tubing segment. The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. Deferred Financing Costs The Company amortizes deferred financing costs over the period of the debt agreements on an effective interest basis, as a component of interest expense. Amortization of deferred financing costs was $1.0 million , $0.5 million , and $0.2 million for year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (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 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. 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, 2018 or December 31, 2017 (Successor). 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 9 - Commitments and Contingencies for further discussion. Recent Accounting Pronouncements In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," or ASU 2016-18. ASU 2016-18 provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. On January 1, 2018 the Company adopted the provisions of ASU 2016-18 on a retrospective basis. The 2017 statement of cash flows has been restated to conform to the requirements of ASU 2016-18 and the 2018 presentation. The change to the cash flows presentation moved the changes in restricted cash from the financing section to the change in cash, cash equivalents and cash - restricted amounts. In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 and subsequent amendments, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We will adopt the new standard on January 1, 2019. The standard requires a modified retrospective transition approach and we have elected to apply the new standard as of the effective date of January 1, 2019, and as such financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We expect that this standard will have a material effect on our balance sheet. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our office and equipment and real estate operating leases; and providing significant new disclosures about our leasing activities. On adoption, we currently expect to recognize additional operating liabilities ranging from $5.5 million to $7.5 million , with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", or ASU 2016-13, which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. |
Acquisition of Cretic Energy Se
Acquisition of Cretic Energy Services, LLC | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Cretic Energy Services, LLC | Acquisition of Cretic Energy Services, LLC On November 16, 2018, the Company acquired 100% of the outstanding units of Cretic. The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $69.4 million in cash (net of $2.2 million cash acquired). The purchase price was funded by $50.0 million in proceeds received from our Bridge Loan and an additional $10.0 million under our Term Loan Agreement along with cash, cash equivalents and cash-restricted on hand. The purchase price paid in the acquisition has been preliminarily allocated to record the acquired assets and assumed liabilities based on their estimated fair value. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $19.7 million was recorded. The goodwill recognized was primarily attributable to synergies related to the Company’s coiled tubing business strategy that are expected to arise from the Cretic acquisition and was attributable to the Company’s coiled tubing segment. The following table is the balance sheet of Cretic as of the acquisition date, November 16, 2018, and includes the estimated fair value of the assets acquired and the liabilities assumed. The estimated fair value allocated to certain property and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches (in thousands): Preliminary Purchase Price Allocation Amount Cash and cash equivalents $ 2,175 Account receivable 13,816 Prepaid expense and other 1,372 Total current assets 17,363 Property and equipment 41,858 Goodwill 19,700 Intangible assets 3,300 Total assets $ 82,221 Accounts payable $ 4,134 Accrued expense and other 2,729 Current portion of capital leases 2,160 Total current liabilities 9,023 Long term portion of capital leases 3,821 Total liabilities $ 12,844 Net assets acquired $ 69,377 The Company expensed acquisition related costs of $5.2 million which are included in general and administrative in the statement of operations. The goodwill and acquisition costs are deductible for tax purposes. Contingent Consideration The Company was contingently required to pay the selling unitholders an earnout payment based upon the 2018 EBITDA, as defined in the purchase agreement. Based upon the 2018 EBITDA results of Cretic no earnout payment was required. Proforma Results from the Cretic Acquisition (unaudited) The Cretic acquisition contributed revenue and net loss of $5.9 million and $(1.1) million , respectively, to the results of the Company from the date of acquisition through December 31, 2018. The following unaudited consolidated pro forma information is presented as if the Cretic acquisition had occurred on January 1, 2017: Pro Forma Year ended December 31, 2018 2017 (in thousands) Revenue $ 241,220 $ 172,100 Net loss $ (36,048 ) $ (42,433 ) The unaudited pro forma amounts above have been calculated after applying the Company’s accounting policies and adjusting the Cretic acquisition results to reflect the increase to interest expense and depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied from January 1, 2017 and other related pro forma adjustments. The pro forma amounts do not include any potential synergies, cost savings or other expected benefits of the Cretic acquisition, and are presented for illustrative purposes only and are not necessarily indicative of results that would have been achieved if the Cretic acquisition had occurred as of January 1, 2017 or of future operating performance. The 2017 proforma financial information includes adjustments related to our bankruptcy and is presented as a single period as we believe this is more meaningful to the users of our financials. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
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 Net Book Value As of December 31, 2018, Successor Customer relationships 6-15 $ 11,378 $ (832 ) $ 10,546 Trade names 10-15 3,072 (496 ) 2,576 Covenants not to compete 4 1,505 (647 ) 858 $ 15,955 $ (1,975 ) $ 13,980 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 Amortization expense for the year ended December 31, 2018 , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) was $1.2 million , $0.8 million , and $0.2 million , respectively. Future amortization of these intangibles will be as follows: 2019 $ 1,545 2020 1,545 2021 1,276 2022 1,169 2023 1,169 Thereafter 7,276 $ 13,980 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Well servicing equipment 9-15 years $ 128,648 $ 80,899 Autos and trucks 5-10 years 52,741 42,831 Disposal wells 5-15 years 3,977 3,977 Building and improvements 5-30 years 5,705 5,474 Furniture and fixtures 3-15 years 2,603 1,950 Land 868 868 194,542 135,999 Accumulated depreciation (45,934 ) (18,808 ) $ 148,608 $ 117,191 Depreciation expense was $29.3 million , $19.2 million and $13.4 million for the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (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): December 31, 2018 December 31, 2017 Autos and trucks 21,110 9,104 Accumulated depreciation (4,785 ) (916 ) $ 16,325 $ 8,188 Depreciation of assets held under capital leases of $3.4 million , $1.0 million , and $0.3 million for the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) , respectively, is included in depreciation and amortization expense in the consolidated statements of operations. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2018 December 31, 2017 Accrued wages $ 3,028 $ 1,030 Accrued insurance 5,228 7,204 Accrued deferred interest 2,098 1,082 Accrued property taxes 1,064 748 Other accrued expenses 2,930 1,020 Total accrued expenses $ 14,348 $ 11,084 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2018 December 31, 2017 Term Loan Agreement of $60.0 million and $50.0 million, plus $6.0 million and $1.7 million of accrued interest paid in kind and net of debt discount of $3.6 million and $4.5 million as of December 31, 2018 and 2017, respectively $ 62,335 $ 47,150 Bridge Loan of $50.0 million, net of discount of $0.4 million at December 31, 2018 49,568 — Third party equipment notes and capital leases 13,319 5,822 Insurance notes 5,194 5,882 Total debt 130,416 58,854 Less: Current portion (59,321 ) (7,566 ) Total long-term debt $ 71,095 $ 51,288 Term Loan Agreement On the Effective Date, the Company entered into the Term Loan Agreement. FES LLC is the borrower, or the Borrower, under the Term 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 Term Loan Agreement provides for a term loan of $60.0 million and $50.0 million , excluding accrued PIK interest at December 31, 2018 and 2017, respectively, which was fully funded on the Effective Date. Subject to certain exceptions and permitted encumbrances, the obligations under the Term Loan Agreement are secured by a first priority security interest in substantially all the assets of the Company other than cash collateralizing the Regions Letters of Credit Facility. The Term 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 Term Loan Agreement and documents related thereto; and (iii) subject to satisfaction of certain release conditions set forth in the Term Loan Agreement, for general operating, working capital and other general corporate purposes of the Borrower not otherwise prohibited by the terms of the Term Loan Agreement. Borrowings under the Term 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 year ended December 31, 2018 (Successor) and the period April 13 through December 31, 2017 (Successor) , $6.0 million and $1.7 million of interest was paid in kind, respectively. At December 31, 2018 and 2017 the paid in kind interest rate was 9% and 7% , respectively. The Borrower is also responsible for certain other administrative fees and expenses. In connection with the execution of the Term 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 Term 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 Term Loan Agreement. The Company may also be required to use cash in excess of $20.0 million to repay outstanding loans under the Term Loan Agreement. The Term 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 Term 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 Term Loan Agreement also contains customary representations and warranties and event of default provisions for a secured term loan. Regions Letters of Credit Facility On the Effective Date the Company entered into the 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 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. In the event the Company is unable to repay amounts due under the Regions Letters of Credit Facility, Regions could proceed against such cash collateral account. Regions has no commitment under the Regions Letters of Credit Facility to issue letters of credit. At December 31, 2018 , the facility had $8.3 million in letters of credit outstanding. Amendment to Term Loan Agreement and Joinder In connection with the Cretic Acquisition, on November 16, 2018, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 1 to Loan and Security Agreement and Pledge and Security Agreement (the “Term Loan Amendment”) with the lenders party thereto and Wilmington Trust, National Association, as agent (the “Term Loan Agent”), pursuant to which the Term Loan Agreement, was amended to, among other things, permit (i) debt under the Revolving Loan Agreement (described below) and the liens securing the obligations thereunder, (ii) the incurrence of add-on term loans under the Term Loan Agreement in an aggregate principal amount of $10.0 million and (iii) the incurrence of one -year “last-out” bridge loans under the Term Loan Agreement in an aggregate principal amount of $50.0 million (the “Bridge Loan”). In addition, on November 16, 2018, Cretic entered into joinder documentation pursuant to which it became a guarantor under the Term Loan Agreement and a pledgor under the Pledge and Security Agreement referred to in the Term Loan Agreement. Revolving Loan Agreement In connection with the Cretic Acquisition, on November 16, 2018, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “Revolving Loan Agreement”) with the lenders party thereto and Regions Bank, as administrative agent and collateral agent (the “Revolver Agent”). The Revolving Loan Agreement provides for $35 million of revolving loan commitments, subject to a borrowing base comprised of 85% of eligible accounts receivable, 90% of eligible investment grade accounts receivable and 100% of eligible cash, less reserves. The loans under the Revolving Loan Agreement accrue interest at a floating rate of LIBOR plus 2.50% - 3.25% , or a base rate plus 1.50% - 2.25% , with the margin based on the fixed charge coverage ratio from time to time. The Revolving Loan Agreement is secured on a first lien basis by substantially all assets of the Company and its subsidiaries, subject to an intercreditor agreement between the Revolver Agent and the Term Loan Agent which provides that the priority collateral for the Revolving Loan Agreement consists of accounts receivable, cash and related assets, and that the other assets of the Company and its subsidiaries constitute priority collateral for the Term Loan Agreement. At December 31, 2018 we had no borrowings outstanding and availability of $17.8 million . Indenture On March 4, 2019, the Company issued $51.8 million aggregate original principal amount of 5.00% Subordinated Convertible PIK Notes due June 30, 2020 (the “PIK Notes”). On March 4, 2019, the Company, as Issuer, and Wilmington Trust, National Association, as Trustee, entered into an Indenture governing the terms of the PIK Notes. The PIK Notes bear interest at a rate of 5.00% per annum. Interest on the PIK Notes will be payable, or capitalized to principal if not permitted to be paid in cash, semi-annually in arrears on June 30 and December 31 of each year, commencing on June 30, 2019. The PIK Notes are the unsecured general subordinated obligations of the Company and are subordinated in right of payment to any existing and future secured or unsecured senior debt of the Company. The payment of the principal of, premium, if any, and interest on the PIK Notes will be subordinated to the prior payment in full of all of the Company’s existing and future senior indebtedness. In the event of a liquidation, dissolution, reorganization or any similar proceeding, obligations on the PIK Notes will be paid only after senior indebtedness has been paid in full. Pursuant to the Indenture, the Company is not permitted to (1) make cash payments to pay principal of, premium, if any, and interest on or any other amounts owing in respect of the PIK Notes, or (2) purchase, redeem or otherwise retire the PIK Notes for cash, if any senior indebtedness is not paid when due or any other default on senior indebtedness occurs and the maturity of such indebtedness is accelerated in accordance with its terms unless, in any case, the default has been cured or waived, and the acceleration has been rescinded or the senior indebtedness has been repaid in full. The Indenture provides for mandatory conversion of the PIK Notes at maturity (or such earlier date as the Company shall elect to redeem the PIK Notes), or upon a Marketed Public Offering of the Company’s common stock or a Change of Control, in each case as defined in the Indenture, at a conversion rate per $100 principal amount of PIK Notes into a number of shares of the Company’s common stock calculated based on the Fair Market Value of a share of the Company’s common stock at such time, in each case less a 15% discount per share. Fair Market Value means fair market value as determined by (A) in the case of a Marketed Public Offering, the offering price per share paid by public investors in the Marketed Public Offering, (B) in the case of a Change of Control, the value of the consideration paid per share by the acquirer in the Change of Control transaction, or (C) in the case of mandatory conversion at the Maturity Date (or such earlier date as the Company shall elect to redeem the PIK Notes), such value as shall be determined by a nationally recognized investment banking firm engaged by the Board of Directors of the Company. The PIK Notes will be redeemable in whole or from time to time in part at the Company’s option at a redemption price equal to the sum of (i) 100.0% of the principal amount of the PIK Notes to be redeemed and (ii) accrued and unpaid interest thereon to, but excluding, the redemption date, which amounts may be payable in cash or in shares of the Company’s common stock, calculated as described below (subject to limitations, if any, in the documentation governing the Company’s senior indebtedness). Modification to Loan and Facility Agreement and Pledge and Security Agreement On March 4, 2019, the Company used the gross proceeds of $51.8 million that it received from the issuance of the PIK Notes to repay an aggregate amount of $51.8 million , representing the outstanding principal amount, and accrued and unpaid interest through the date of repayment, in respect of the Bridge Loan provided by Ascribe II Investments, LLC and Ascribe III Investments, LLC, and Solace Forbes Holding, LLC, under the Term Loan Amendment. Interest on the Bridge Loan prior to its repayment accrued at a rate of 14% ( 5% cash interest plus 9% PIK interest). The payment obligations of the Borrower under the Bridge Loan have been fully satisfied as of March 4, 2019. 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 2018, the Company entered into insurance promissory notes for the payment of insurance premiums at an interest rate of 4.99% and 3.27% respectively, with an aggregate principal amount outstanding of approximately $5.2 million and $5.9 million as of December 31, 2018 and 2017 , 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. 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, 2018 (Successor) of approximately $13.3 million . These loans are generally repayable in 48 monthly installments with maturity dates to June 2022. Interest accrues at rates ranging from 3.5% to 4.5% 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 $2.3 million during the year ended December 31, 2018 (Successor) , $1.2 million during the period April 13 through December 31, 2017 (Successor) and $0.4 million during the period January 1 through April 12, 2017 (Predecessor) . 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. Following are required principal payments due on debt and capital leases existing as of December 31, 2018 (in thousands): Debt Capital Leases 2019 $ 55,194 $ 4,559 2020 — 4,334 2021 66,000 3,375 2022 — 1,051 $ 121,194 $ 13,319 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 18 - 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 18 - 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 18 - 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 18 - 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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 year ended December 31, 2018 the Company’s largest customer, five largest customers, and ten largest customers constituted 14.1% , 44.2% , and 54.6% of total revenues, respectively. 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% , 46.1% , and 58.7% 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, 2018 (Successor) , the Company's largest customer, five largest customers, and ten largest customers constituted 5.4% , 27.6% , and 31.0% of trade accounts receivable, respectively. As of December 31, 2017 , 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. 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 15% to 17% 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 $5.2 million and $7.2 million as of December 31, 2018 and December 31, 2017 , 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. Leases Future minimum lease payments under non-cancellable operating leases as of December 31, 2018 are as follows (in thousands): Related Party Other Total 2019 $ 30 $ 2,027 $ 2,057 2020 30 986 1,016 2021 8 946 954 2022 — 781 781 2023 — 386 386 Thereafter — 1,350 1,350 Total $ 68 $ 6,476 $ 6,544 Rent expense for the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) totaled approximately $5.3 million , $6.2 million and $0.9 million , respectively. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Successor Predecessor Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through (in thousands) Cash paid for Interest $ 3,989 $ 2,272 $ 453 Income tax — — — Supplemental schedule of non-cash investing and financing activities Change in accounts payable related to capital expenditures $ (599 ) $ 930 $ — Capital leases on equipment 3,829 6,069 — Preferred stock dividends and accretion costs — — 10 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) the Company incurred approximately $1.1 million , $0.8 million and $0.4 million , respectively, in related party expenses. From time to time, vendors of the Company factor their receivables from the Company with a related party. For the period of January 1 through April 12, 2017 (Predecessor), the Company made payments of $65,000 for receivables factored to a related party. The nature of these transactions do 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. There were no such payments made during the year ended December 31, 2018 (Successor) or for the period April 13 through December 31, 2017 (Successor) . As of December 31, 2018 (Successor) , there were no related party accounts receivable or accounts payable. As of December 31, 2017 (Successor) , related party accounts payable was $11,000 and there were no related party accounts receivable. In addition to such related party transactions above, Lawrence “Larry” First, a director of FES Ltd., serves as the Chief Investment Officer and Managing Director of Ascribe Capital LLC, or Ascribe, and Brett G. Wyard, also a director of FES Ltd., serves as a Managing Partner of Solace Capital Partners, or Solace. Ascribe and/or one or more of its affiliates own approximately 23.6% of the outstanding New Common Stock as of March 15, 2019, and is owed approximately $17.8 million of the aggregate principal amount of the Term Loan Agreement and approximately $27.5 million of the PIK Notes. Solace and/or one of its affiliates own approximately 17.4% of the outstanding New Common Stock as of March 15, 2019, and is owed approximately $16.2 million of the aggregate principal amount of the term loan covered by the Term Loan Agreement and approximately $20.3 million of the aggregate principal amount of the PIK Notes. Moreover, an affiliate of Solace and affiliates of Ascribe are parties to certain registration rights agreement dated as of the Effective Date by and among the Company and certain stockholders of the Company. |
Earnings (loss) per Share
Earnings (loss) per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Earnings (loss) per Share As discussed in Note 18 - 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 Year Ended April 13 through December 31, 2017 January 1 through April 12, 2017 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (32,607 ) $ (25,985 ) $ 27,228 Preferred stock dividends and accretion — — (46 ) Net income (loss) attributable to common stockholders $ (32,607 ) $ (25,985 ) $ 27,182 Weighted-average common shares 5,368 5,288 27,508 Basic and diluted net income (loss) per share $ (6.07 ) $ (4.91 ) $ 0.99 There were 329,240 and 363,300 unvested restricted stock units that were not included in the calculation of diluted EPS for the year ended December 31, 2018 and the period April 13 through December 31, 2017 (Successor) , respectively, 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, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information The Company has three reportable segments organized based on its products and services—well servicing, coiled tubing and fluid logistics. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Upon the acquisition of Cretic, we evaluated our segment information and determined that coiled tubing represented a separate segment under our current facts. All prior year segment information has been recast to reflect the change in our segment reporting. 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. Coiled Tubing The coiled tubing segment utilizes our fleet of coiled tubing units to provide a range of services accomplishing a wide variety of goals including horizontal completions, well bore clean-outs and maintenance, nitrogen services, thru-tubing services, formation stimulation using acid and other chemicals, and other pre- and post-hydraulic fracturing well preparation services. 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 with respect to the Company’s reportable segments (in thousands): Well Servicing Coiled Tubing Fluid Logistics Consolidated Successor Year Ended December 31, 2018 Operating revenues $ 83,035 $ 39,572 $ 58,291 $ 180,898 Direct operating costs 67,889 32,384 46,552 146,825 Segment profits $ 15,146 $ 7,188 $ 11,739 $ 34,073 Depreciation and amortization $ 10,324 $ 6,480 $ 13,739 $ 30,543 Capital expenditures $ 5,080 $ 12,961 $ 4,044 $ 22,085 Total assets $ 79,236 $ 113,008 $ 50,955 $ 243,199 Long lived assets $ 52,314 $ 84,588 $ 45,386 $ 182,288 April 13 through December 31, 2017 Revenues $ 53,343 $ 10,573 $ 32,565 $ 96,481 Direct operating costs 42,720 6,432 31,083 80,235 Segment profits $ 10,623 $ 4,141 $ 1,482 $ 16,246 Depreciation and amortization $ 8,038 $ 2,213 $ 9,800 $ 20,051 Capital expenditures (1) $ 9,792 $ 2,697 $ 3,031 $ 15,520 Total assets $ 83,710 $ 18,024 $ 57,954 $ 159,688 Long lived assets $ 56,907 $ 14,638 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 17,353 $ 2,201 $ 11,211 $ 30,765 Direct operating costs 13,845 2,107 11,207 27,159 Segment profits $ 3,508 $ 94 $ 4 $ 3,606 Depreciation and amortization $ 6,204 $ 723 $ 6,674 $ 13,601 Capital expenditures (1) $ 12 $ 274 $ 114 $ 400 (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 Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through (in thousands) Reconciliation of Operating Loss As Reported: Segment profits $ 34,073 $ 16,246 $ 3,606 Less: General and administrative expense 25,390 14,229 5,012 Depreciation and amortization 30,543 20,051 13,601 Operating loss (21,860 ) (18,034 ) (15,007 ) Other income (expenses), net (11,150 ) (7,708 ) 42,262 Pre-tax income (loss) $ (33,010 ) $ (25,742 ) $ 27,255 December 31, 2018 December 31, 2017 (in thousands) Reconciliation of Total Assets As Reported: Total reportable segments $ 243,199 $ 159,688 Parent 13,186 42,069 Total assets $ 256,385 $ 201,757 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables show revenue disaggregated by primary geographical markets and major service lines for the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) . Successor Year ended December 31, 2018 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 41,505 $ 34,137 $ 28,745 $ 104,387 East Texas (1) 4,536 — 3,040 7,576 Central Texas — — 14,028 14,028 West Texas 36,994 5,435 12,478 54,907 Total $ 83,035 $ 39,572 $ 58,291 $ 180,898 Successor April 13 through December 31, 2017 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 39,631 $ 10,573 $ 16,883 $ 67,087 East Texas (1) 5,997 — 2,185 8,182 Central Texas — — 5,142 5,142 West Texas 7,715 — 8,355 16,070 Total $ 53,343 $ 10,573 $ 32,565 $ 96,481 Predecessor January 1 through April 12, 2017 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 12,490 $ 2,201 $ 5,872 $ 20,563 East Texas (1) 868 — 945 1,813 Central Texas — — 1,593 1,593 West Texas 3,995 — 2,801 6,796 Total $ 17,353 $ 2,201 $ 11,211 $ 30,765 (1) Includes revenues from the Company's operations in Pennsylvania. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
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. Income tax expense included in the consolidated statements of operations consisted of the following (in thousands): Successor Predecessor Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through Current: Federal $ — $ — $ — State 104 — — Foreign (485 ) 228 74 Total current income tax expense (benefit) $ (381 ) $ 228 $ 74 Deferred: Federal $ — $ — $ — State (22 ) 15 (47 ) Foreign — — — Total deferred income tax expense (benefit) $ (22 ) $ 15 $ (47 ) Total income tax expense (benefit) $ (403 ) $ 243 $ 27 The differences between income taxes expected at the U.S. federal statutory income tax rate of 21% and 35% for 2018 and 2017, respectively, and the reported income tax expense are summarized as follows (in thousands): Successor Predecessor Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through April 12, 2017 Income tax expense (benefit) at statutory rate $ (6,932 ) $ (9,010 ) $ 9,539 Nondeductible expenses 258 111 33 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 (1,636 ) (8,409 ) 5,532 Change in uncertain tax position 8,270 — — Foreign taxes (472 ) 227 75 State taxes 46 16 (48 ) Stock based compensation — — 1,042 Other 63 302 166 $ (403 ) $ 243 $ 27 Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2018 December 31, 2017 Deferred tax assets: Net operating loss carryforwards $ 6,993 $ 10,916 Foreign tax credits 796 796 Acquisition expenses 855 — Share-based compensation 141 113 Bad debts 252 345 Accrued expenses 2,529 1,785 Tax over book depreciation 7,019 6,549 Other 102 95 Total deferred tax assets 18,687 20,599 Less: valuation allowance (17,732 ) (19,368 ) Total deferred tax assets, net $ 955 $ 1,231 Deferred tax liabilities: Book over tax depreciation $ (137 ) $ (325 ) Intangible assets (1,175 ) (1,285 ) Total deferred tax liabilities $ (1,312 ) $ (1,610 ) Net deferred tax liability $ (357 ) $ (379 ) 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. Upon filing the 2017 federal income tax return we made an administrative error, as discussed below, which resulted in the Company derecognizing $39.4 million in NOL’s as an uncertain tax position (representing $8.3 million of deferred tax asset). However, any subsequent ownership changes under the provisions of Section 382 could further adversely affect the use of our NOLs in future periods. The NOLs that existed upon emergence from bankruptcy are unrecognized tax benefits as of December 31, 2018. As of December 31, 2018 (Successor) , the Company had gross federal net operating loss carryforwards of approximately $72.7 million , (representing $15.3 million of gross deferred tax asset), $39.4 million which ( $8.3 million tax effected) represent unrecognized tax benefits. Our NOLs 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 $(1.6) million for the year ended December 31, 2018. The Company’s 2017 income tax provision and federal income tax return (“Form 1120”) were prepared with the intent of electing out of the provisions of Sec 382(l)(5) of the Internal Revenue Code. When filing the Form 1120 for 2017 there was an administrative error and the required election to opt out of Sec 382(l)(5) was inadvertently left off the final filed Form 1120. To properly remedy this administrative error, the Company has made a filing with the Internal Revenue Service (“IRS”) requesting an extension of time to file the missed election. At December 31, 2108, as a result of the administrative error and that relief from the IRS is discretionary, we have derecognized $39.4 million NOL’s, which represent NOL’s from the prebankruptcy period. While we believe we have a strong set of facts, the decision to grant relief is at the discretion of the IRS. Based on this, we could not conclude “more likely than not” and the deferred tax asset relating to $39.4 million of NOL’s are unrecognized on the consolidated balance sheet. If we are successful in obtaining relief from the IRS we would then reinstate the NOL’s in the period in which such relief is granted. As of December 31, 2018 and 2017, the gross unrecognized tax benefit was $8.3 million and zero , respectively. If recognized, none of the unrecognized tax benefit would affect the Company's effective tax rate as we are in a full valuation allowance position. Certain unrecognized tax benefits are required to be netted against their related deferred tax assets as a result of Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists . As a result, the $8.3 million of unrecognized tax benefit has been netted against the NOL deferred tax asset. 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 2014. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation As discussed in Note 18 - Chapter 11 Proceedings , on the Effective Date, all prior equity interests (which included the Old Common Stock, FES Ltd.’s prior preferred stock, awards under the Prior Compensation Plans and the preferred stock purchase rights under the Rights Agreement) in FES Ltd. were extinguished without recovery. Management Incentive Plan - 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 Granted 86,400 $ 4.70 Vested (103,680 ) $ 9.92 Forfeited (17,080 ) $ 11.00 Unvested as of December 31, 2018 329,240 $ 9.68 Share based compensation expense recognized under the Management Incentive Plan was $1.1 million and $1.3 million during the year ended December 31, 2018 (Successor) and the period April 13 through December 31, 2017 (Successor) . As of December 31, 2018 (Successor) unrecognized compensation cost was approximately $2.8 million to be recognized over approximately 3.9 years. |
Equity Securities
Equity Securities | 12 Months Ended |
Dec. 31, 2018 | |
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 through the Effective Date. 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 the Effective Date, 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). 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. As discussed in Note 18 - Chapter 11 Proceedings to our Consolidated Financial Statements, on the Effective Date, the Prior Preferred Stock was extinguished without recovery. |
Chapter 11 Proceedings
Chapter 11 Proceedings | 12 Months Ended |
Dec. 31, 2018 | |
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 Term Loan Agreement (see Note 8 - 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 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 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: Term 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 | The Company has nonfinancial assets measured at fair value on a non-recurring basis which include property and equipment, intangible assets and goodwill for which fair value is calculated in connection with accounting for Cretic acquisition and 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. As discussed in Note 4, the Company acquired all of the outstanding units of Cretic Energy Services, LLC (Cretic). The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The estimated fair value allocated to certain property and equipment, identifiable intangible assets and goodwill were based on a combination of market, cost and income approaches. 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 and insurance notes approximate fair value because of the short maturity of these instruments. The fair values of capital leases 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). |
Cash, Cash Equivalents and Cash - Restricted | Cash, Cash Equivalents and Cash - Restricted The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company's restricted cash served as collateral for certain outstanding letters of credit and the Company's corporate credit card program. |
Revenue Recognition | Revenue Recognition The Company accounts for revenues under Accounting Standards Codification (ASC) Topic - 606 - Revenue from Contracts with Customers effective January 1, 2018, the core principle of which is that a company should recognize revenue to match the delivery of goods or services to customers to the consideration the company expects to be entitled in exchange for transferring goods or services to a customer. As noted above, on January 1, 2018, the Company adopted ASC 606 on a modified retrospective basis for all contracts. As a result of the Company's adoption, there were no changes to the timing of the revenue recognition or measurement of revenue, and there was no cumulative effect of adoption as of January 1, 2018. Therefore, the only changes to the financial statements related to the adoption are in the footnote disclosures as included here-in. See Note 14 . Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing service to a customer. Amounts are billed upon completion of service and are generally due within 30 days. The Company has its principal revenue generating activities organized into three service lines, well servicing, coiled tubing and fluid logistics. The Company's well servicing line consists primarily of maintenance, workover, completion, plugging and abandonment, and tubing testing services. The Company's coiled tubing line consists of maintenance, workover and completion services. The Company's fluid logistics line provides supporting services to the well servicing line as well as direct sales to customers for fluid management and movement. The Company generally establishes a master services agreement with each customer and provides associated services on a work order basis in increments of days, by the hour for services performed or on occasion, bid/turnkey pricing. Services provided under the well servicing and the fluid logistics segments are short in duration and generally completed within 30 days. The majority of the Company’s contracts with customers in the well servicing, coiled tubing and fluid logistics segments are short-term in nature and are recognized as “over-time” performance obligations as the services are performed. The Company applies 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. Because of the short-term nature of the Company’s services, which generally last a few hours to multiple days, the Company does not have any contracts with a duration longer than one year that require disclosure. The Company has no material contract assets or liabilities. The Company does not have any revenue expected to be recognized in the future related to remaining performance obligations or contracts with variable consideration related to undelivered performance obligations. There was no revenue recognized in the current period from performance obligations satisfied in previous periods. The Company's significant judgments made in connection with ASC 606 included the determination of when the Company satisfies its performance obligation to customers and the applicability of the as invoiced practical expedient. |
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 purchase accounting or 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 2018 resulting from the acquisition of Cretic and fresh start accounting as described in Note 18 - Chapter 11 Proceedings . The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (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. |
Goodwill | Goodwill Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Cretic Energy Services, LLC. The carrying amount of goodwill is $19.7 million as of December 31, 2018 and was recorded within the coiled tubing segment. The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. |
Deferred Financing Costs | Deferred Financing Costs The Company amortizes deferred financing costs over the period of the debt agreements 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 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 November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230), Restricted Cash," or ASU 2016-18. ASU 2016-18 provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. On January 1, 2018 the Company adopted the provisions of ASU 2016-18 on a retrospective basis. The 2017 statement of cash flows has been restated to conform to the requirements of ASU 2016-18 and the 2018 presentation. The change to the cash flows presentation moved the changes in restricted cash from the financing section to the change in cash, cash equivalents and cash - restricted amounts. In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 and subsequent amendments, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We will adopt the new standard on January 1, 2019. The standard requires a modified retrospective transition approach and we have elected to apply the new standard as of the effective date of January 1, 2019, and as such financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We expect to elect the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We expect that this standard will have a material effect on our balance sheet. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new ROU assets and lease liabilities on our balance sheet for our office and equipment and real estate operating leases; and providing significant new disclosures about our leasing activities. On adoption, we currently expect to recognize additional operating liabilities ranging from $5.5 million to $7.5 million , with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", or ASU 2016-13, which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and cash - restricted reported within the consolidated balance sheets to the same such amounts shown in the consolidated statements of cash flows. Successor December 31, 2018 December 31, 2017 (in thousands) Cash and cash equivalents $ 8,083 $ 5,465 Cash - restricted 73 30,015 Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows $ 8,156 $ 35,480 |
Fair value of financial instruments | The fair values of the Term Loan Agreement and the Bridge Loan as of the respective dates are set forth below (in thousands): December 31, 2018 December 31, 2017 Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Agreement $ 62,335 $ 65,794 $ 47,150 $ 55,550 Bridge Loan $ 49,568 $ 50,000 $ — $ — |
Allowance for doubtful accounts rollforward | The following reflects changes in the Company's allowance for doubtful accounts: Predecessor 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 Provision 120 Bad debt write-off (515 ) Balance as of December 31, 2018 $ 1,186 |
Acquisition of Cretic Energy _2
Acquisition of Cretic Energy Services, LLC (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Condensed Consolidated Balance Sheet as of Acquisition Date | The following table is the balance sheet of Cretic as of the acquisition date, November 16, 2018, and includes the estimated fair value of the assets acquired and the liabilities assumed. The estimated fair value allocated to certain property and equipment, identifiable intangible assets and goodwill was determined based on a combination of market, cost and income approaches (in thousands): Preliminary Purchase Price Allocation Amount Cash and cash equivalents $ 2,175 Account receivable 13,816 Prepaid expense and other 1,372 Total current assets 17,363 Property and equipment 41,858 Goodwill 19,700 Intangible assets 3,300 Total assets $ 82,221 Accounts payable $ 4,134 Accrued expense and other 2,729 Current portion of capital leases 2,160 Total current liabilities 9,023 Long term portion of capital leases 3,821 Total liabilities $ 12,844 Net assets acquired $ 69,377 |
Pro Forma Information | The following unaudited consolidated pro forma information is presented as if the Cretic acquisition had occurred on January 1, 2017: Pro Forma Year ended December 31, 2018 2017 (in thousands) Revenue $ 241,220 $ 172,100 Net loss $ (36,048 ) $ (42,433 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Net Book Value As of December 31, 2018, Successor Customer relationships 6-15 $ 11,378 $ (832 ) $ 10,546 Trade names 10-15 3,072 (496 ) 2,576 Covenants not to compete 4 1,505 (647 ) 858 $ 15,955 $ (1,975 ) $ 13,980 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization of these intangibles will be as follows: 2019 $ 1,545 2020 1,545 2021 1,276 2022 1,169 2023 1,169 Thereafter 7,276 $ 13,980 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2018 December 31, 2017 Well servicing equipment 9-15 years $ 128,648 $ 80,899 Autos and trucks 5-10 years 52,741 42,831 Disposal wells 5-15 years 3,977 3,977 Building and improvements 5-30 years 5,705 5,474 Furniture and fixtures 3-15 years 2,603 1,950 Land 868 868 194,542 135,999 Accumulated depreciation (45,934 ) (18,808 ) $ 148,608 $ 117,191 |
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): December 31, 2018 December 31, 2017 Autos and trucks 21,110 9,104 Accumulated depreciation (4,785 ) (916 ) $ 16,325 $ 8,188 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2018 December 31, 2017 Accrued wages $ 3,028 $ 1,030 Accrued insurance 5,228 7,204 Accrued deferred interest 2,098 1,082 Accrued property taxes 1,064 748 Other accrued expenses 2,930 1,020 Total accrued expenses $ 14,348 $ 11,084 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | Long-term debt consisted of the following (in thousands): December 31, 2018 December 31, 2017 Term Loan Agreement of $60.0 million and $50.0 million, plus $6.0 million and $1.7 million of accrued interest paid in kind and net of debt discount of $3.6 million and $4.5 million as of December 31, 2018 and 2017, respectively $ 62,335 $ 47,150 Bridge Loan of $50.0 million, net of discount of $0.4 million at December 31, 2018 49,568 — Third party equipment notes and capital leases 13,319 5,822 Insurance notes 5,194 5,882 Total debt 130,416 58,854 Less: Current portion (59,321 ) (7,566 ) Total long-term debt $ 71,095 $ 51,288 |
Contractual Obligation, Fiscal Year Maturity Schedule | Following are required principal payments due on debt and capital leases existing as of December 31, 2018 (in thousands): Debt Capital Leases 2019 $ 55,194 $ 4,559 2020 — 4,334 2021 66,000 3,375 2022 — 1,051 $ 121,194 $ 13,319 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 are as follows (in thousands): Related Party Other Total 2019 $ 30 $ 2,027 $ 2,057 2020 30 986 1,016 2021 8 946 954 2022 — 781 781 2023 — 386 386 Thereafter — 1,350 1,350 Total $ 68 $ 6,476 $ 6,544 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental cash flow information | Successor Predecessor Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through (in thousands) Cash paid for Interest $ 3,989 $ 2,272 $ 453 Income tax — — — Supplemental schedule of non-cash investing and financing activities Change in accounts payable related to capital expenditures $ (599 ) $ 930 $ — Capital leases on equipment 3,829 6,069 — Preferred stock dividends and accretion costs — — 10 |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Year Ended April 13 through December 31, 2017 January 1 through April 12, 2017 (in thousands, except per share amounts) Basic and diluted: Net income (loss) $ (32,607 ) $ (25,985 ) $ 27,228 Preferred stock dividends and accretion — — (46 ) Net income (loss) attributable to common stockholders $ (32,607 ) $ (25,985 ) $ 27,182 Weighted-average common shares 5,368 5,288 27,508 Basic and diluted net income (loss) per share $ (6.07 ) $ (4.91 ) $ 0.99 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Condensed Financial Statements | The following table sets forth certain financial information with respect to the Company’s reportable segments (in thousands): Well Servicing Coiled Tubing Fluid Logistics Consolidated Successor Year Ended December 31, 2018 Operating revenues $ 83,035 $ 39,572 $ 58,291 $ 180,898 Direct operating costs 67,889 32,384 46,552 146,825 Segment profits $ 15,146 $ 7,188 $ 11,739 $ 34,073 Depreciation and amortization $ 10,324 $ 6,480 $ 13,739 $ 30,543 Capital expenditures $ 5,080 $ 12,961 $ 4,044 $ 22,085 Total assets $ 79,236 $ 113,008 $ 50,955 $ 243,199 Long lived assets $ 52,314 $ 84,588 $ 45,386 $ 182,288 April 13 through December 31, 2017 Revenues $ 53,343 $ 10,573 $ 32,565 $ 96,481 Direct operating costs 42,720 6,432 31,083 80,235 Segment profits $ 10,623 $ 4,141 $ 1,482 $ 16,246 Depreciation and amortization $ 8,038 $ 2,213 $ 9,800 $ 20,051 Capital expenditures (1) $ 9,792 $ 2,697 $ 3,031 $ 15,520 Total assets $ 83,710 $ 18,024 $ 57,954 $ 159,688 Long lived assets $ 56,907 $ 14,638 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 17,353 $ 2,201 $ 11,211 $ 30,765 Direct operating costs 13,845 2,107 11,207 27,159 Segment profits $ 3,508 $ 94 $ 4 $ 3,606 Depreciation and amortization $ 6,204 $ 723 $ 6,674 $ 13,601 Capital expenditures (1) $ 12 $ 274 $ 114 $ 400 (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 Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through (in thousands) Reconciliation of Operating Loss As Reported: Segment profits $ 34,073 $ 16,246 $ 3,606 Less: General and administrative expense 25,390 14,229 5,012 Depreciation and amortization 30,543 20,051 13,601 Operating loss (21,860 ) (18,034 ) (15,007 ) Other income (expenses), net (11,150 ) (7,708 ) 42,262 Pre-tax income (loss) $ (33,010 ) $ (25,742 ) $ 27,255 |
Financial Information with Respect to Reportable Segments | The following table sets forth certain financial information with respect to the Company’s reportable segments (in thousands): Well Servicing Coiled Tubing Fluid Logistics Consolidated Successor Year Ended December 31, 2018 Operating revenues $ 83,035 $ 39,572 $ 58,291 $ 180,898 Direct operating costs 67,889 32,384 46,552 146,825 Segment profits $ 15,146 $ 7,188 $ 11,739 $ 34,073 Depreciation and amortization $ 10,324 $ 6,480 $ 13,739 $ 30,543 Capital expenditures $ 5,080 $ 12,961 $ 4,044 $ 22,085 Total assets $ 79,236 $ 113,008 $ 50,955 $ 243,199 Long lived assets $ 52,314 $ 84,588 $ 45,386 $ 182,288 April 13 through December 31, 2017 Revenues $ 53,343 $ 10,573 $ 32,565 $ 96,481 Direct operating costs 42,720 6,432 31,083 80,235 Segment profits $ 10,623 $ 4,141 $ 1,482 $ 16,246 Depreciation and amortization $ 8,038 $ 2,213 $ 9,800 $ 20,051 Capital expenditures (1) $ 9,792 $ 2,697 $ 3,031 $ 15,520 Total assets $ 83,710 $ 18,024 $ 57,954 $ 159,688 Long lived assets $ 56,907 $ 14,638 $ 57,498 $ 129,043 Predecessor January 1 through April 13, 2017 Revenues $ 17,353 $ 2,201 $ 11,211 $ 30,765 Direct operating costs 13,845 2,107 11,207 27,159 Segment profits $ 3,508 $ 94 $ 4 $ 3,606 Depreciation and amortization $ 6,204 $ 723 $ 6,674 $ 13,601 Capital expenditures (1) $ 12 $ 274 $ 114 $ 400 (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 Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through (in thousands) Reconciliation of Operating Loss As Reported: Segment profits $ 34,073 $ 16,246 $ 3,606 Less: General and administrative expense 25,390 14,229 5,012 Depreciation and amortization 30,543 20,051 13,601 Operating loss (21,860 ) (18,034 ) (15,007 ) Other income (expenses), net (11,150 ) (7,708 ) 42,262 Pre-tax income (loss) $ (33,010 ) $ (25,742 ) $ 27,255 December 31, 2018 December 31, 2017 (in thousands) Reconciliation of Total Assets As Reported: Total reportable segments $ 243,199 $ 159,688 Parent 13,186 42,069 Total assets $ 256,385 $ 201,757 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables show revenue disaggregated by primary geographical markets and major service lines for the year ended December 31, 2018 (Successor) , the period April 13 through December 31, 2017 (Successor) and the period January 1 through April 12, 2017 (Predecessor) . Successor Year ended December 31, 2018 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 41,505 $ 34,137 $ 28,745 $ 104,387 East Texas (1) 4,536 — 3,040 7,576 Central Texas — — 14,028 14,028 West Texas 36,994 5,435 12,478 54,907 Total $ 83,035 $ 39,572 $ 58,291 $ 180,898 Successor April 13 through December 31, 2017 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 39,631 $ 10,573 $ 16,883 $ 67,087 East Texas (1) 5,997 — 2,185 8,182 Central Texas — — 5,142 5,142 West Texas 7,715 — 8,355 16,070 Total $ 53,343 $ 10,573 $ 32,565 $ 96,481 Predecessor January 1 through April 12, 2017 Well Servicing Coiled Tubing Fluid Logistics Total Primary Geographical Markets (in thousands) South Texas $ 12,490 $ 2,201 $ 5,872 $ 20,563 East Texas (1) 868 — 945 1,813 Central Texas — — 1,593 1,593 West Texas 3,995 — 2,801 6,796 Total $ 17,353 $ 2,201 $ 11,211 $ 30,765 (1) Includes revenues from the Company's operations in Pennsylvania. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through Current: Federal $ — $ — $ — State 104 — — Foreign (485 ) 228 74 Total current income tax expense (benefit) $ (381 ) $ 228 $ 74 Deferred: Federal $ — $ — $ — State (22 ) 15 (47 ) Foreign — — — Total deferred income tax expense (benefit) $ (22 ) $ 15 $ (47 ) Total income tax expense (benefit) $ (403 ) $ 243 $ 27 |
Effective income tax reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 21% and 35% for 2018 and 2017, respectively, and the reported income tax expense are summarized as follows (in thousands): Successor Predecessor Year Ended December 31, 2018 April 13 through December 31, 2017 January 1 through April 12, 2017 Income tax expense (benefit) at statutory rate $ (6,932 ) $ (9,010 ) $ 9,539 Nondeductible expenses 258 111 33 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 (1,636 ) (8,409 ) 5,532 Change in uncertain tax position 8,270 — — Foreign taxes (472 ) 227 75 State taxes 46 16 (48 ) Stock based compensation — — 1,042 Other 63 302 166 $ (403 ) $ 243 $ 27 |
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): December 31, 2018 December 31, 2017 Deferred tax assets: Net operating loss carryforwards $ 6,993 $ 10,916 Foreign tax credits 796 796 Acquisition expenses 855 — Share-based compensation 141 113 Bad debts 252 345 Accrued expenses 2,529 1,785 Tax over book depreciation 7,019 6,549 Other 102 95 Total deferred tax assets 18,687 20,599 Less: valuation allowance (17,732 ) (19,368 ) Total deferred tax assets, net $ 955 $ 1,231 Deferred tax liabilities: Book over tax depreciation $ (137 ) $ (325 ) Intangible assets (1,175 ) (1,285 ) Total deferred tax liabilities $ (1,312 ) $ (1,610 ) Net deferred tax liability $ (357 ) $ (379 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 Granted 86,400 $ 4.70 Vested (103,680 ) $ 9.92 Forfeited (17,080 ) $ 11.00 Unvested as of December 31, 2018 329,240 $ 9.68 |
Chapter 11 Proceedings (Tables)
Chapter 11 Proceedings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fresh-Start Adjustments | 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: Term 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 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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization of these intangibles will be as follows: 2019 $ 1,545 2020 1,545 2021 1,276 2022 1,169 2023 1,169 Thereafter 7,276 $ 13,980 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying Amount | Senior Notes | Bridge Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 49,568 | $ 0 |
Fair Value | Senior Notes | Bridge Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 50,000 | 0 |
Line of Credit | Carrying Amount | Term Loan Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 62,335 | 47,150 |
Line of Credit | Fair Value | Term Loan Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 65,794 | $ 55,550 |
Summary of Significant Accoun_5
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, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for doubtful accounts, beginning balance | $ 1,357 | $ 1,535 | $ 1,581 |
Provision | 1 | 46 | 120 |
Bad debt write-off | 0 | 0 | (515) |
Reorganization adjustment | 177 | ||
Allowance for doubtful accounts, ending balance | $ 1,535 | $ 1,581 | $ 1,186 |
Summary of Significant Accoun_6
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, 2018 | Jan. 01, 2019 | |
Debt Instrument [Line Items] | ||||
Goodwill | $ 0 | $ 19,700 | ||
Billing Period for Service Invoices | 30 days | |||
Term of Customer Contracts | 1 year | |||
Deferred financing cost | $ 200 | $ 473 | $ 1,043 | |
Minimum | Forecast | Accounting Standards Update 2016-02 | ||||
Debt Instrument [Line Items] | ||||
Operating lease liabilities | $ 5,500 | |||
ROU assets | 5,500 | |||
Maximum | Forecast | Accounting Standards Update 2016-02 | ||||
Debt Instrument [Line Items] | ||||
Operating lease liabilities | 7,500 | |||
ROU assets | $ 7,500 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 13, 2017 | Apr. 12, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 8,083 | $ 5,465 | $ 19,860 | ||
Cash - restricted | 73 | 30,015 | $ 33,979 | ||
Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows | $ 8,156 | $ 35,480 | $ 53,839 | $ 48,000 |
Acquisition of Cretic Energy _3
Acquisition of Cretic Energy Services, LLC - Additional Information (Details) - USD ($) $ in Thousands | Nov. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,700 | $ 0 | |
Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Outstanding units acquired (percent) | 100.00% | ||
Aggregate purchase price | $ 69,377 | ||
Cash acquired from acquisition | 2,200 | ||
Goodwill | 19,700 | ||
9% Senior Notes | Senior Notes | Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | 50,000 | ||
Line of Credit | Term Loan Agreement | Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | 10,000 | ||
General and Administrative | Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | $ 5,200 |
Acquisition of Cretic Energy _4
Acquisition of Cretic Energy Services, LLC - Condensed Consolidated Balance Sheet at Acquisition Date (Details) - USD ($) $ in Thousands | Nov. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,700 | $ 0 | |
Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 2,175 | ||
Account receivable | 13,816 | ||
Prepaid expense and other | 1,372 | ||
Total current assets | 17,363 | ||
Property and equipment | 41,858 | ||
Goodwill | 19,700 | ||
Intangible assets | 3,300 | ||
Total assets | 82,221 | ||
Accounts payable | 4,134 | ||
Accrued expense and other | 2,729 | ||
Current portion of capital leases | 2,160 | ||
Total current liabilities | 9,023 | ||
Long term portion of capital leases | 3,821 | ||
Total liabilities | 12,844 | ||
Net assets acquired | $ 69,377 |
Acquisition of Cretic Energy _5
Acquisition of Cretic Energy Services, LLC - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenue | $ 241,220 | $ 172,100 |
Net loss | (36,048) | $ (42,433) |
Cretic Energy Services, LLC | ||
Business Acquisition [Line Items] | ||
Contributed revenue | 5,900 | |
Contributed net loss | $ (1,100) |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets by Class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets | ||
Gross Carrying Value | $ 15,955 | $ 12,655 |
Accumulated Amortization | (1,975) | (803) |
Net Book Value | 13,980 | $ 11,852 |
Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | |
Gross Carrying Value | 11,378 | $ 8,678 |
Accumulated Amortization | (832) | (415) |
Net Book Value | 10,546 | $ 8,263 |
Trade names | ||
Intangible Assets | ||
Useful Life (years) | 15 years | |
Gross Carrying Value | 3,072 | $ 2,472 |
Accumulated Amortization | (496) | (118) |
Net Book Value | $ 2,576 | $ 2,354 |
Covenants not to compete | ||
Intangible Assets | ||
Useful Life (years) | 4 years | 4 years |
Gross Carrying Value | $ 1,505 | $ 1,505 |
Accumulated Amortization | (647) | (270) |
Net Book Value | $ 858 | $ 1,235 |
Minimum | Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 6 years | |
Minimum | Trade names | ||
Intangible Assets | ||
Useful Life (years) | 10 years | |
Maximum | Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | |
Maximum | Trade names | ||
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, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization expenses | $ 0.2 | $ 0.8 | $ 1.2 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2019 | $ 1,545 | |
2020 | 1,545 | |
2021 | 1,276 | |
2022 | 1,169 | |
2023 | 1,169 | |
Thereafter | 7,276 | |
Net Book Value | $ 13,980 | $ 11,852 |
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, 2018 | Apr. 13, 2017 | |
Summary of Property and equipment | ||||
Property and equipment, gross | $ 135,999 | $ 194,542 | ||
Accumulated depreciation | (18,808) | (45,934) | ||
Property and equipment, net | 117,191 | 148,608 | $ 122,884 | |
Depreciation expense | $ 13,400 | 19,200 | $ 29,300 | |
Capital lease expiration period | 4 years | |||
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Depreciation of assets held under capital leases | 20,051 | $ 30,543 | ||
Well servicing equipment | ||||
Summary of Property and equipment | ||||
Property and equipment, gross | 80,899 | $ 128,648 | ||
Property and equipment, net | 77,552 | |||
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 | $ 52,741 | ||
Capital Leases, Balance Sheet, Assets by Major Class, Net [Abstract] | ||||
Capital leased assets, gross | 9,104 | 21,110 | ||
Accumulated depreciation | (916) | (4,785) | ||
Capital leases, balance sheet, assets by major class, net | 8,188 | $ 16,325 | ||
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 | ||
Property and equipment, net | 3,810 | |||
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 | $ 5,705 | ||
Property and equipment, net | 5,342 | |||
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 | $ 2,603 | ||
Property and equipment, net | 1,260 | |||
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 | ||
Property and equipment, net | $ 868 | |||
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 | $ 3,400 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 13, 2017 |
Payables and Accruals [Abstract] | |||
Accrued wages | $ 3,028 | $ 1,030 | |
Accrued insurance | 5,228 | 7,204 | |
Accrued deferred interest | 2,098 | 1,082 | |
Accrued property taxes | 1,064 | 748 | |
Other accrued expenses | 2,930 | 1,020 | |
Total accrued expenses | $ 14,348 | $ 11,084 | $ 9,146 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 13, 2017 | Jun. 07, 2011 | |
Debt Instrument [Line Items] | |||||
Total debt | $ 58,854,000 | $ 130,416,000 | $ 58,854,000 | ||
Less: Current portion | (7,566,000) | (59,321,000) | (7,566,000) | ||
Total long-term debt | 51,288,000 | 71,095,000 | 51,288,000 | ||
Accrued interest paid in kind | 1,677,000 | 4,285,000 | |||
Term Loan Agreement of $60.0 million and $50.0 million, plus $6.0 million and $1.7 million of accrued interest paid in kind and net of debt discount of $3.6 million and $4.5 million as of December 31, 2018 and 2017, respectively | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Total debt | 47,150,000 | 62,335,000 | 47,150,000 | ||
Maximum borrowing capacity | 50,000,000 | 60,000,000 | 50,000,000 | $ 50,000,000 | |
Accrued interest paid in kind | 1,700,000 | 6,000,000 | 1,700,000 | ||
Net debt discount | 4,500,000 | 3,600,000 | 4,500,000 | ||
Senior Notes | Bridge Loan of $50.0 million, net of discount of $0.4 million at December 31, 2018 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | 49,568,000 | 0 | ||
Net debt discount | 400,000 | ||||
Debt instrument, face amount | 50,000,000 | $ 280,000,000 | |||
Third party equipment notes and capital leases | |||||
Debt Instrument [Line Items] | |||||
Total debt | 5,822,000 | 13,319,000 | 5,822,000 | ||
Insurance notes | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 5,882,000 | $ 5,194,000 | $ 5,882,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Mar. 04, 2019USD ($) | Nov. 16, 2018USD ($) | Apr. 13, 2017USD ($) | Apr. 12, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)installment | Dec. 31, 2017USD ($) | Apr. 13, 2018 | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | |||||||||
Debt instrument, PIK interest rate | 7.00% | 9.00% | 7.00% | ||||||
Interest paid in kind | $ 1,677,000 | $ 4,285,000 | |||||||
Debt and capital lease obligations | 58,854,000 | 130,416,000 | $ 58,854,000 | ||||||
Payments of debt | (1,190,000) | (2,327,000) | |||||||
Senior Notes | 9% Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 50,000,000 | $ 280,000,000 | |||||||
Cash payment for cancellation of debt | $ 20,000,000 | ||||||||
Debt and capital lease obligations | 0 | 49,568,000 | 0 | ||||||
Third party equipment notes and capital leases | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt and capital lease obligations | 5,822,000 | $ 13,319,000 | 5,822,000 | ||||||
Number of monthly installments | installment | 48 | ||||||||
Insurance notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt and capital lease obligations | $ 5,882,000 | $ 5,194,000 | $ 5,882,000 | ||||||
Insurance notes | Insurance Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, stated interest rate | 3.27% | 4.99% | 3.27% | ||||||
Minimum | Third party equipment notes and capital leases | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, effective interest rate | 3.50% | ||||||||
Maximum | Third party equipment notes and capital leases | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, effective interest rate | 4.50% | ||||||||
Line of Credit | Term Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash payment for cancellation of debt | 20,000,000 | ||||||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | $ 60,000,000 | $ 50,000,000 | |||||
Debt instrument, stated interest rate | 5.00% | ||||||||
Debt instrument, PIK interest rate | 7.00% | 2.00% | |||||||
Interest paid in kind | 1,700,000 | 6,000,000 | 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 | 62,335,000 | $ 47,150,000 | ||||||
Revolving Credit Facility | Prior Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 15,000,000 | ||||||||
Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount outstanding under facility | 8,300,000 | ||||||||
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% | ||||||||
Common Stock | Senior Notes | 9% Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of common stock issued for debt cancellation | 100.00% | ||||||||
Predecessor | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest paid in kind | $ 0 | ||||||||
Payments of debt | $ (444,000) | ||||||||
Predecessor | Senior Notes | 9% Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 280,000,000 | ||||||||
Debt instrument, stated interest rate | 9.00% | ||||||||
Cretic Energy Services, LLC | Senior Notes | 9% Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 50,000,000 | ||||||||
Term of last-out bridge loans | 1 year | ||||||||
Cretic Energy Services, LLC | Line of Credit | Amendment to New First Lien Term Loan Facility (Exit Facility) | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Cretic Energy Services, LLC | Revolving Credit Facility | Revolving Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||
Borrowing base, as a percent of eligible accounts receivable (percent) | 85.00% | ||||||||
Borrowing base, as a percent of eligible investment grade accounts receivable (percent) | 90.00% | ||||||||
Borrowing base, as a percent of eligible cash. less reserves (percent) | 100.00% | ||||||||
Amount outstanding under facility | 0 | ||||||||
Remaining availability under revolving loan agreement | $ 17,800,000 | ||||||||
LIBOR | Cretic Energy Services, LLC | Revolving Credit Facility | Minimum | Revolving Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.50% | ||||||||
LIBOR | Cretic Energy Services, LLC | Revolving Credit Facility | Maximum | Revolving Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 3.25% | ||||||||
Base Rate | Cretic Energy Services, LLC | Revolving Credit Facility | Minimum | Revolving Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 1.50% | ||||||||
Base Rate | Cretic Energy Services, LLC | Revolving Credit Facility | Maximum | Revolving Loan Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (percent) | 2.25% | ||||||||
Subsequent Event | Senior Notes | 9% Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 51,800,000 | ||||||||
Cash interest rate (percent) | 5.00% | ||||||||
Debt instrument, PIK interest rate | 9.00% | ||||||||
Debt instrument, effective interest rate | 14.00% | ||||||||
Subsequent Event | Convertible Subordinated Debt [Member] | Subordinated Convertible PIK Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 51,800,000 | ||||||||
Debt instrument, stated interest rate | 5.00% | ||||||||
PIK convertible note, conversion rate, discount per share (percent) | 15.00% | ||||||||
Redemption price of debt as percent of principal amount (percent) | 100.00% | ||||||||
Proceeds from Issuance of Debt | $ 51,800,000 |
Long-Term Debt - Debt and Capit
Long-Term Debt - Debt and Capital Lease Payment Schedule (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2019 | $ 55,194 |
2020 | 0 |
2021 | 66,000 |
2022 | 0 |
Debt | 121,194 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | 4,559 |
2020 | 4,334 |
2021 | 3,375 |
2022 | 1,051 |
Capital lease principal payment | $ 13,319 |
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, 2018 | |
Concentration Risk [Line Items] | |||
Insurance coverage | $ 250,000 | ||
Largest Customer | Consolidated Revenues | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 14.90% | 17.20% | 14.10% |
Largest Customer | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 21.80% | 5.40% | |
Five Largest Customers | Consolidated Revenues | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 46.10% | 46.30% | 44.20% |
Five Largest Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 39.50% | 27.60% | |
Ten Largest Customers | Consolidated Revenues | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 58.70% | 56.50% | 54.60% |
Ten Largest Customers | Accounts Receivable | Customer Concentration Risk | |||
Concentration Risk [Line Items] | |||
Risk percent | 46.00% | 31.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Gain Contingencies [Line Items] | |||
Limit excess policy | $ 10,000,000 | ||
Claims made in excess amount | 1,000,000 | ||
Rent expense | $ 900,000 | $ 6,200,000 | 5,300,000 |
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 | $ 5,200,000 | |
Minimum | |||
Gain Contingencies [Line Items] | |||
Percent of paid claims | 15.00% | ||
Maximum | |||
Gain Contingencies [Line Items] | |||
Percent of paid claims | 17.00% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2019 | $ 2,057 |
2020 | 1,016 |
2021 | 954 |
2022 | 781 |
2023 | 386 |
Thereafter | 1,350 |
Total | 6,544 |
Related Party | |
Operating Leased Assets [Line Items] | |
2019 | 30 |
2020 | 30 |
2021 | 8 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | 68 |
Other | |
Operating Leased Assets [Line Items] | |
2019 | 2,027 |
2020 | 986 |
2021 | 946 |
2022 | 781 |
2023 | 386 |
Thereafter | 1,350 |
Total | $ 6,476 |
Supplemental Cash Flow Inform_3
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, 2018 | |
Cash paid for | |||
Interest | $ 2,272 | $ 3,989 | |
Income tax | 0 | 0 | |
Supplemental schedule of non-cash investing and financing activities | |||
Change in accounts payable related to capital expenditures | 930 | (599) | |
Capital leases on equipment | 6,069 | 3,829 | |
Preferred stock dividends and accretion costs | $ 0 | $ 0 | |
Predecessor | |||
Cash paid for | |||
Interest | $ 453 | ||
Income tax | 0 | ||
Supplemental schedule of non-cash investing and financing activities | |||
Change in accounts payable related to capital expenditures | 0 | ||
Capital leases on equipment | 0 | ||
Preferred stock dividends and accretion costs | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 12, 2017 | Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 15, 2019 | Apr. 13, 2017 |
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 800,000 | $ 1,100,000 | ||||
Related parties expense activity: | 0 | 0 | ||||
Related party accounts receivable | 0 | 0 | ||||
Related parties payable | $ 11,000 | $ 0 | $ 20,000 | |||
Predecessor | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 400,000 | |||||
Related parties expense activity: | $ 65,000 | |||||
Related parties payable | $ 20,000 | |||||
Subsequent Event | Ascribe | ||||||
Related Party Transaction [Line Items] | ||||||
Percent of common stock outstanding | 23.60% | |||||
Subsequent Event | Ascribe | Line of Credit | Term Loan Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt due to related party | $ 17,800,000 | |||||
Subsequent Event | Solace | ||||||
Related Party Transaction [Line Items] | ||||||
Percent of common stock outstanding | 17.40% | |||||
Subsequent Event | Solace | Line of Credit | Term Loan Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Debt due to related party | $ 16,200,000 | |||||
Term Notes | Subsequent Event | Ascribe | PIK Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Debt due to related party | 27,500,000 | |||||
Term Notes | Subsequent Event | Solace | PIK Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Debt due to related party | $ 20,300,000 |
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, 2018 | |
Basic and diluted: | |||
Net income (loss) | $ 27,228 | $ (25,985) | $ (32,607) |
Preferred stock dividends and accretion | (46) | 0 | 0 |
Net income (loss) attributable to common stockholders | $ 27,182 | $ (25,985) | $ (32,607) |
Weighted-average common shares (in shares) | 27,508 | 5,288 | 5,368 |
Basic and diluted net income (loss) per share (in dollars per share) | $ 0.99 | $ (4.91) | $ (6.07) |
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, 2018 | |
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 | ||
Employee Stock Option | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 602,625 | ||
Restricted Stock | |||
Class of Stock [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 363,300 | 329,240 |
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, 2018USD ($)segment | Apr. 13, 2017USD ($) | |
Segment Reporting Information [Line Items] | ||||
Well Servicing Revenues | $ 53,343 | $ 83,035 | ||
Number of reportable segments | segment | 3 | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | 96,481 | $ 180,898 | ||
Well Service Expense | 42,720 | 67,889 | ||
Operating loss | (18,034) | (21,860) | ||
Depreciation and amortization | 20,051 | 30,543 | ||
Total assets | 201,757 | 256,385 | $ 216,422 | |
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | (18,034) | (21,860) | ||
General and administrative expense | 14,229 | 25,390 | ||
Depreciation and amortization | 20,051 | 30,543 | ||
Other income (expenses), net | (7,708) | (11,150) | ||
Pre-tax income (loss) | (25,742) | (33,010) | ||
Reconciliation of Total Assets As Reported: | ||||
Total assets | 201,757 | 256,385 | 216,422 | |
Operating Segments | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | $ 30,765 | 96,481 | 180,898 | |
Direct operating costs | 27,159 | 80,235 | 146,825 | |
Operating loss | 3,606 | 16,246 | 34,073 | |
Capital expenditures | 400 | |||
Total assets | 159,688 | 243,199 | ||
Long lived assets | 129,043 | 182,288 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | 3,606 | 16,246 | 34,073 | |
Reconciliation of Total Assets As Reported: | ||||
Total assets | 159,688 | 243,199 | ||
Elimination of internal transactions | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 13,601 | |||
Capital expenditures | 15,520 | 22,085 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 13,601 | |||
Parent | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Total assets | 13,186 | |||
Reconciliation of Total Assets As Reported: | ||||
Total assets | 13,186 | |||
Well Servicing | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 8,038 | 10,324 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 8,038 | 10,324 | ||
Well Servicing | Operating Segments | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | 17,353 | 53,343 | 83,035 | |
Direct operating costs | 13,845 | 42,720 | 67,889 | |
Operating loss | 3,508 | 10,623 | 15,146 | |
Capital expenditures | 12 | |||
Total assets | 83,710 | 79,236 | ||
Long lived assets | 56,907 | 52,314 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | 3,508 | 10,623 | 15,146 | |
Reconciliation of Total Assets As Reported: | ||||
Total assets | 83,710 | 79,236 | ||
Well Servicing | Elimination of internal transactions | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 6,204 | |||
Capital expenditures | 9,792 | 5,080 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 6,204 | |||
Coiled Tubing | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 2,213 | 6,480 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 2,213 | 6,480 | ||
Coiled Tubing | Operating Segments | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | 2,201 | 10,573 | 39,572 | |
Direct operating costs | 2,107 | 6,432 | 32,384 | |
Operating loss | 94 | 4,141 | 7,188 | |
Capital expenditures | 274 | |||
Total assets | 18,024 | 113,008 | ||
Long lived assets | 14,638 | 84,588 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | 94 | 4,141 | 7,188 | |
Reconciliation of Total Assets As Reported: | ||||
Total assets | 18,024 | 113,008 | ||
Coiled Tubing | Elimination of internal transactions | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 723 | |||
Capital expenditures | 2,697 | 12,961 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 723 | |||
Fluid Logistics | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 9,800 | 13,739 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 9,800 | 13,739 | ||
Fluid Logistics | Operating Segments | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | 11,211 | 32,565 | 58,291 | |
Direct operating costs | 11,207 | 31,083 | 46,552 | |
Operating loss | 4 | 1,482 | 11,739 | |
Capital expenditures | 114 | |||
Total assets | 57,954 | 50,955 | ||
Long lived assets | 57,498 | 45,386 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | 4 | 1,482 | 11,739 | |
Reconciliation of Total Assets As Reported: | ||||
Total assets | 57,954 | 50,955 | ||
Fluid Logistics | Elimination of internal transactions | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Depreciation and amortization | 6,674 | |||
Capital expenditures | 3,031 | $ 4,044 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Depreciation and amortization | 6,674 | |||
Predecessor | ||||
Segment Reporting Information [Line Items] | ||||
Well Servicing Revenues | 17,353 | |||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Revenues | 30,765 | |||
Well Service Expense | 13,845 | |||
Operating loss | (15,007) | |||
Depreciation and amortization | 13,601 | |||
Total assets | 201,757 | 295,484 | ||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | (15,007) | |||
General and administrative expense | 5,012 | |||
Depreciation and amortization | 13,601 | |||
Other income (expenses), net | 42,262 | |||
Pre-tax income (loss) | 27,255 | |||
Reconciliation of Total Assets As Reported: | ||||
Total assets | 201,757 | $ 295,484 | ||
Predecessor | Operating Segments | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Operating loss | 3,606 | |||
Total assets | 159,688 | |||
Reconciliation of the Company's Operating Income (Loss) As Reported: | ||||
Segment profits | $ 3,606 | |||
Reconciliation of Total Assets As Reported: | ||||
Total assets | 159,688 | |||
Predecessor | Parent | ||||
Segment Reporting Information, Operating Income (Loss) [Abstract] | ||||
Total assets | 42,069 | |||
Reconciliation of Total Assets As Reported: | ||||
Total assets | $ 42,069 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 30,765 | $ 96,481 | $ 180,898 |
South Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 20,563 | 67,087 | 104,387 |
East Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,813 | 8,182 | 7,576 |
Central Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,593 | 5,142 | 14,028 |
West Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 6,796 | 16,070 | 54,907 |
Well Servicing | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 17,353 | 53,343 | 83,035 |
Well Servicing | South Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 12,490 | 39,631 | 41,505 |
Well Servicing | East Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 868 | 5,997 | 4,536 |
Well Servicing | Central Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Well Servicing | West Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 3,995 | 7,715 | 36,994 |
Coiled Tubing | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,201 | 10,573 | 39,572 |
Coiled Tubing | South Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 2,201 | 10,573 | 34,137 |
Coiled Tubing | East Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Coiled Tubing | Central Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Coiled Tubing | West Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 5,435 |
Fluid Logistics | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 11,211 | 32,565 | 58,291 |
Fluid Logistics | South Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 5,872 | 16,883 | 28,745 |
Fluid Logistics | East Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 945 | 2,185 | 3,040 |
Fluid Logistics | Central Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,593 | 5,142 | 14,028 |
Fluid Logistics | West Texas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,801 | $ 8,355 | $ 12,478 |
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, 2018 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 0 | 0 | 104 |
Foreign | 74 | 228 | (485) |
Total current income tax expense (benefit) | 74 | 228 | (381) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | (47) | 15 | (22) |
Foreign | 0 | 0 | 0 |
Total deferred income tax expense (benefit) | (47) | 15 | (22) |
Total income tax expense (benefit) | $ 27 | $ 243 | $ (403) |
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, 2018 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Income tax expense (benefit) at statutory rate | $ 9,539 | $ (9,010) | $ (6,932) |
Nondeductible expenses | 33 | 111 | 258 |
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) | (1,636) |
Change in uncertain tax position | 0 | 0 | 8,270 |
Foreign taxes | 75 | 227 | (472) |
State taxes | (48) | 16 | 46 |
Stock based compensation | 1,042 | 0 | 0 |
Other | 166 | 302 | 63 |
Total income tax expense (benefit) | $ 27 | $ 243 | $ (403) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,993 | $ 10,916 |
Foreign tax credits | 796 | 796 |
Acquisition expenses | 855 | 0 |
Share-based compensation | 141 | 113 |
Bad debts | 252 | 345 |
Accrued expenses | 2,529 | 1,785 |
Tax over book depreciation | 7,019 | 6,549 |
Other | 102 | 95 |
Total deferred tax assets | 18,687 | 20,599 |
Less: valuation allowance | (17,732) | (19,368) |
Total deferred tax assets, net | 955 | 1,231 |
Deferred tax liabilities: | ||
Book over tax depreciation | (137) | (325) |
Intangible assets | (1,175) | (1,285) |
Total deferred tax liabilities | (1,312) | (1,610) |
Net deferred tax liability | $ (357) | $ (379) |
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, 2018 | |
Operating Loss Carryforwards [Line Items] | |||
Estimate of cancellation of indebtedness income | $ 151,200 | ||
Deferred tax asset, derecognized NOL's | $ 10,916 | 6,993 | |
Federal operating loss carry forward | 72,700 | ||
Gross deferred tax assets, NOL's | 15,300 | ||
Unrecognized tax benefits, NOL's | 39,400 | ||
Unrecognized tax benefits, NOL's, tax effected | 8,300 | ||
Change in deferred tax valuation allowance | $ 5,532 | (8,409) | (1,636) |
Derecognized NOL's | 39,400 | ||
Gross unrecognized tax benefit | 0 | 8,300 | |
Unrecognized tax benefit, netted against NOL deferred tax asset | $ 8,300 | ||
Tax Year 2017 | |||
Operating Loss Carryforwards [Line Items] | |||
Uncertain tax position, derecognized NOL's | 39,400 | ||
Deferred tax asset, derecognized NOL's | $ 8,300 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Apr. 13, 2017 | Apr. 12, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum shares for issuance (in shares) | 750,000 | |||
Share-based compensation expense | $ 1.3 | $ 1.1 | ||
Unrecognized compensation cost | $ 2.8 | |||
Compensation cost recognition period | 3 years 10 months 24 days | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested restricted stock units outstanding | 363,600,000 | 329,240,000 | 0 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock and Restricted Stock Unit Grant Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
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) | 0 | 363,600 |
Granted, number of units (in shares) | 450,000 | 86,400 |
Vested, number of units (in shares) | (86,400) | (103,680) |
Forfeited, number of units (in shares) | 0 | (17,080) |
Outstanding ending balance, number of units (in shares) | 363,600 | 329,240 |
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) | $ 0 | $ 11 |
Granted, grant date average fair value per unit (in usd per share) | 11 | 4.70 |
Vested, grant date average fair value per unit (in usd per share) | 11 | 9.92 |
Forfeited, grant date average fair value per unit (in usd per share) | 0 | 11 |
Outstanding ending balance, grant date average fair value per unit (in usd per share) | $ 11 | $ 9.68 |
Equity Securities (Details)
Equity Securities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||
Conversion of stock, conversion ratio (in shares) | 900.00% | |
Series B Senior Convertible Preferred Shares | ||
Class of Stock [Line Items] | ||
Series B preferred shares, authorized (in shares) | 825,000 | |
Series B preferred shares, par value (in usd per share) | $ 0.01 | |
Number of shares outstanding | 588,059 | |
Redemption amount if Series B preferred stock is redeemed | $ 15.6 | |
Preferred stock dividend rate, percentage | 5.00% |
Chapter 11 Proceedings - Narrat
Chapter 11 Proceedings - Narrative (Details) | Apr. 13, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Jun. 07, 2011USD ($) |
Debt Instrument [Line Items] | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Accrued interest | $ 1,993,000 | $ 998,000 | ||
Enterprise value | $ 176,000,000 | |||
Tax rate | 35.00% | |||
Discount rate | 0.169 | |||
Property and equipment, net | (122,884,000) | $ (148,608,000) | (117,191,000) | |
Intangible assets, net | $ 12,655,000 | 13,980,000 | $ 11,852,000 | |
Management Incentive Plan | ||||
Debt Instrument [Line Items] | ||||
Common stock reserved for issuance (in shares) | shares | 750,000 | |||
Line of Credit | Term Loan Agreement | ||||
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 | 9% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 50,000,000 | $ 280,000,000 | ||
Cash payment for cancellation of debt | $ 20,000,000 | |||
Common Stock | ||||
Debt Instrument [Line Items] | ||||
Shares issued (price per share) | $ / shares | $ 28.12 | |||
Common Stock | Senior Notes | 9% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Percent of common stock issued for debt cancellation | 100.00% | |||
Shares issued (in shares) | shares | 5,249,997 | |||
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 | |||
Property and equipment, net | (220,326,000) | |||
Intangible assets, net | 3,068,000 | |||
Predecessor | Senior Notes | 9% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 280,000,000 | |||
Debt instrument, stated interest rate | 9.00% | |||
Accrued interest | $ 28,100,000 |
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, 2018 | Dec. 31, 2017 | Apr. 13, 2017 | Apr. 12, 2017 | Dec. 31, 2016 |
Current assets | |||||
Cash and cash equivalents | $ 8,083 | $ 5,465 | $ 19,860 | ||
Cash - restricted | 73 | 30,015 | 33,979 | ||
Accounts receivable - trade | 45,950 | 24,341 | 17,237 | ||
Accounts receivable - other | 2,228 | 496 | 930 | ||
Prepaid expenses and other | 6,144 | ||||
Other current assets | 567 | ||||
Total current assets | 71,025 | 71,529 | 78,717 | ||
Property and equipment, net | 148,608 | 117,191 | 122,884 | ||
Intangible assets, net | 13,980 | 11,852 | 12,655 | ||
Other assets | 3,072 | 1,185 | 2,166 | ||
Total assets | 256,385 | 201,757 | 216,422 | ||
Current liabilities | |||||
Current portion of long-term debt | 59,321 | 7,566 | 3,064 | ||
Accounts payable - trade | 17,841 | 7,497 | 11,113 | ||
Accounts payable - related parties | 0 | 11 | 20 | ||
Accrued expenses | 14,348 | 11,084 | 9,146 | ||
Total current liabilities | 93,503 | 27,156 | 23,343 | ||
Long-term debt, net of current portion | 71,095 | 51,288 | 45,084 | ||
Deferred tax liability | 364 | ||||
Liabilities subject to compromise | 0 | ||||
Total liabilities | 164,955 | 78,823 | 68,791 | ||
Stockholders’ equity | |||||
Common stock, $0.01 par value, 40,000 shares authorized, 5,439 shares and 5,336 shares issued and outstanding at December 31, 2018 and 2017, respectively | 54 | 53 | 53 | ||
Additional paid-in capital | 149,968 | 148,866 | 147,578 | ||
Accumulated deficit | (58,592) | (25,985) | 0 | ||
Total stockholders’ equity | 91,430 | 122,934 | 147,631 | $ 0 | |
Total liabilities and stockholders’ equity | $ 256,385 | 201,757 | 216,422 | ||
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) | ||||
Temporary equity | |||||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | (15,344) | ||||
Stockholders’ equity | |||||
Accumulated deficit | 350,105 | ||||
Total stockholders’ equity | 303,416 | ||||
Total liabilities 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 | |||||
Accumulated deficit | (87,105) | ||||
Total stockholders’ equity | (87,105) | ||||
Total liabilities and stockholders’ equity | (87,855) | ||||
Predecessor | |||||
Current assets | |||||
Cash and cash equivalents | 17,500 | ||||
Cash - restricted | 27,579 | ||||
Accounts receivable - trade | 17,237 | ||||
Accounts receivable - other | 930 | ||||
Prepaid expenses and other | 6,099 | ||||
Other current assets | 567 | ||||
Total current assets | 69,912 | ||||
Property and equipment, net | 220,326 | ||||
Intangible assets, net | 3,068 | ||||
Other assets | 2,178 | ||||
Total assets | $ 201,757 | 295,484 | |||
Current liabilities | |||||
Current portion of long-term debt | 18,064 | ||||
Accounts payable - trade | 12,238 | ||||
Accounts payable - related parties | 20 | ||||
Accrued expenses | 9,293 | ||||
Total current liabilities | 39,615 | ||||
Long-term debt, net of current portion | 84 | ||||
Deferred tax liability | 1,049 | ||||
Liabilities subject to compromise | 308,072 | ||||
Total liabilities | 348,820 | ||||
Temporary equity | |||||
Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 | 15,344 | ||||
Stockholders’ equity | |||||
Common stock, $0.01 par value, 40,000 shares authorized, 5,439 shares and 5,336 shares issued and outstanding at December 31, 2018 and 2017, respectively | 889 | ||||
Additional paid-in capital | 193,431 | ||||
Accumulated deficit | (263,000) | ||||
Total stockholders’ equity | (68,680) | $ (15,344) | $ (42,526) | ||
Total liabilities and stockholders’ equity | 295,484 | ||||
Predecessor | Reorganization Adjustments | |||||
Stockholders’ equity | |||||
Common stock, $0.01 par value, 40,000 shares authorized, 5,439 shares and 5,336 shares issued and outstanding at December 31, 2018 and 2017, respectively | (889) | ||||
Additional paid-in capital | (193,431) | ||||
Successor | Reorganization Adjustments | |||||
Stockholders’ equity | |||||
Common stock, $0.01 par value, 40,000 shares authorized, 5,439 shares and 5,336 shares issued and outstanding at December 31, 2018 and 2017, respectively | 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 | Dec. 31, 2017 | Dec. 31, 2018 |
Uses: | |||
Debt issuance costs | $ 0 | $ (2,580) | |
Reorganization Adjustments | |||
Sources: | |||
Term 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) - USD ($) $ in Thousands | Apr. 13, 2017 | Dec. 31, 2017 |
Liabilities subject to compromise of the Predecessor Company: | ||
Gain on settlement of liabilities subject to compromise | $ 0 | |
Reorganization Adjustments | ||
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) - USD ($) $ in Thousands | Apr. 13, 2017 | Dec. 31, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Gain on settlement of liabilities subject to compromise | $ 0 | |
Reorganization Adjustments | ||
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, 2018 | Dec. 31, 2017 | Apr. 13, 2017 |
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | $ 148,608 | $ 117,191 | $ 122,884 |
Well servicing equipment | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 77,552 | ||
Autos and trucks | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 34,052 | ||
Disposal wells | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 3,810 | ||
Buildings and improvements | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 5,342 | ||
Furniture and fixtures | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 1,260 | ||
Land | |||
Fresh-Start Adjustment [Line Items] | |||
Property and equipment, net | 868 | ||
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 | ||
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 |
Chapter 11 Proceedings - Comp_2
Chapter 11 Proceedings - Components of Intangibles, Net (Details) - USD ($) $ in Thousands | Apr. 13, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Fresh-Start Adjustment [Line Items] | |||
Intangible assets, net | $ 12,655 | $ 13,980 | $ 11,852 |
Trade names | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 15 years | ||
Intangible assets, net | $ 2,472 | ||
Covenants not to compete | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 4 years | ||
Intangible assets, net | $ 1,505 | ||
Customer relationships | |||
Fresh-Start Adjustment [Line Items] | |||
Useful Life (years) | 15 years | ||
Intangible assets, net | $ 8,678 | ||
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 | ||
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 |
Chapter 11 Proceedings - Cumu_2
Chapter 11 Proceedings - Cumulative Impact of Fresh-Start Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 13, 2017 | Apr. 12, 2017 |
Fresh-Start Adjustment [Line Items] | ||||
Intangible assets, net | $ 13,980 | $ 11,852 | $ 12,655 | |
Property and equipment, net | 148,608 | $ 117,191 | 122,884 | |
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 | |||
Net impact to retained earnings (deficit) | $ 0 | |||
Predecessor | ||||
Fresh-Start Adjustment [Line Items] | ||||
Intangible assets, net | 3,068 | |||
Property and equipment, net | 220,326 | |||
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 | Dec. 31, 2018 | Apr. 13, 2017 | |
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 | ||||
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) |