Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 16, 2020 | Jun. 28, 2019 | |
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, 2019 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Common Stock, Shares Outstanding | 5,522,822 | ||
Entity Public Float | $ 2.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 5,224,000 | $ 8,083,000 |
Cash - restricted | 73,000 | 73,000 |
Accounts receivable - trade, net | 24,789,000 | 45,950,000 |
Accounts receivable - other | 2,302,000 | 2,228,000 |
Prepaid expenses and other current assets | 12,903,000 | 14,691,000 |
Total current assets | 45,291,000 | 71,025,000 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | 125,409,000 | |
Property and equipment, net | 148,608,000 | |
Operating lease right-of-use assets | 6,235,000 | |
Intangible assets, net | 12,339,000 | 13,980,000 |
Goodwill | 0 | 19,700,000 |
Other assets | 991,000 | 3,072,000 |
Total assets | 190,265,000 | 256,385,000 |
Current liabilities | ||
Accounts payable - trade | 9,366,000 | 17,841,000 |
Accrued interest payable | 3,034,000 | 1,993,000 |
Accrued expenses | 12,734,000 | 14,348,000 |
Current portion of operating lease liabilities | 1,476,000 | |
Current portion of long-term debt | 72,059,000 | 59,321,000 |
Total current liabilities | 98,669,000 | 93,503,000 |
Long-term operating lease liabilities, net of current portion | 4,759,000 | |
Long-term debt, net of current portion and debt discount | 62,636,000 | 71,095,000 |
Deferred tax liability | 245,000 | 357,000 |
Total liabilities | 166,309,000 | 164,955,000 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value, 40,000 shares authorized, 5,523 and 5,439 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 55,000 | 54,000 |
Additional paid-in capital | 150,892,000 | 149,968,000 |
Accumulated deficit | (126,991,000) | (58,592,000) |
Total stockholders’ equity | 23,956,000 | 91,430,000 |
Total liabilities and stockholders’ equity | $ 190,265,000 | $ 256,385,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 5,523,000 | 5,439,000 |
Common stock, shares outstanding (in shares) | 5,523,000 | 5,439,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | ||
Revenues | $ 188,422 | $ 180,898 |
Expenses | ||
Impairment of goodwill | 19,222 | 0 |
General and administrative | 24,065 | 25,390 |
Depreciation and amortization | 29,404 | 30,543 |
Total expenses | 232,288 | 202,758 |
Operating loss | (43,866) | (21,860) |
Other income (expense) | ||
Interest income | 49 | 8 |
Interest expense | (24,726) | (11,158) |
Pre-tax loss | (68,543) | (33,010) |
Income tax benefit | (144) | (403) |
Net loss | $ (68,399) | $ (32,607) |
Loss per share of common stock | ||
Basic and diluted (in usd per share) | $ (12.50) | $ (6.07) |
Weighted average number of shares of common stock outstanding | ||
Basic and diluted (in shares) | 5,472 | 5,368 |
Well Servicing | ||
Revenues | ||
Revenues | $ 91,521 | $ 83,035 |
Expenses | ||
Cost of revenues | 72,980 | 67,889 |
Coiled Tubing | ||
Revenues | ||
Revenues | 52,335 | 39,572 |
Expenses | ||
Cost of revenues | 51,982 | 32,384 |
Fluid Logistics | ||
Revenues | ||
Revenues | 44,566 | 58,291 |
Expenses | ||
Cost of revenues | $ 34,635 | $ 46,552 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2017 | 5,336 | |||
Beginning balance at Dec. 31, 2017 | $ 122,934 | $ 53 | $ 148,866 | $ (25,985) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation (in shares) | 103 | |||
Share-based compensation | 1,103 | $ 1 | 1,102 | |
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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation (in shares) | 84 | |||
Share-based compensation | 925 | $ 1 | 924 | |
Net loss | (68,399) | (68,399) | ||
Ending balance at Dec. 31, 2019 | $ 23,956 | $ 55 | $ 150,892 | $ (126,991) |
Ending balance (in shares) at Dec. 31, 2019 | 5,523 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (68,399) | $ (32,607) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 29,404 | 30,543 |
Share-based compensation | 925 | 1,103 |
Deferred tax benefit | (112) | (22) |
Impairment of goodwill | 19,222 | 0 |
Gain on disposal of assets | (4,552) | (1,337) |
Bad debt expense | 3,170 | 120 |
Amortization of debt discount/deferred financing costs/premium conversion | 8,746 | 1,043 |
Interest paid-in-kind | 9,113 | 4,285 |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable | 18,692 | (9,645) |
Prepaid expenses and other assets | 2,161 | (2,663) |
Accounts payable - trade | (8,475) | 6,929 |
Accounts payable - related parties | 0 | (11) |
Accrued expenses | (1,667) | 505 |
Depreciation and amortization | 1,041 | 995 |
Net cash provided by (used in) operating activities | 9,269 | (762) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,768) | (18,855) |
Purchase of Cretic, net of cash acquired | 285 | (67,202) |
Proceeds from sale of property and equipment | 13,991 | 4,402 |
Net cash provided by (used in) investing activities | 1,508 | (81,655) |
Cash flows from financing activities: | ||
Payments for finance leases | (5,038) | |
Payments for finance leases | (2,327) | |
Proceeds from Revolving Loan Agreement | 4,000 | 0 |
(Payments for) proceeds from Term Loan Agreement | (12,598) | 10,000 |
Proceeds from PIK Notes | 4,422 | 0 |
Payments for debt issuance costs | 0 | (2,580) |
(Payments for) proceeds from Bridge Loan | (4,422) | 50,000 |
Net cash provided by (used in) financing activities | (13,636) | 55,093 |
Net decrease in cash, cash equivalents and cash - restricted | (2,859) | (27,324) |
Cash, cash equivalents and cash - restricted: | ||
Beginning of period | 8,156 | 35,480 |
End of period | $ 5,297 | $ 8,156 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
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 offers a broad range of services, which extends from initial drilling, through production, to eventual abandonment of oil and natural gas wells. As used in these consolidated financial statements, the “Company”, “we” and “our” mean FES Ltd. and its subsidiaries, except as otherwise indicated. |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
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. |
Going Concern (Notes)
Going Concern (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Going Concern The Company is required to evaluate whether there is a substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern, management has considered conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for one year following the date the Company’s financial statements are issued. These conditions and evaluations included the Company’s current financial condition and liquidity sources, including current cash balances, forecasted cash flows, the Company’s obligations due within twelve months of the date of these financial statements, including the Company’s obligations described in Note 9 - Long-Term Debt, and the other conditions and events described below. The Company has incurred substantial net losses and losses from operations for the years ended December 31, 2019 and 2018. As of December 31, 2019, the Company had cash and cash equivalents of approximately $5.2 million . The Company has access to a working capital facility that is based on the Company’s accounts receivable and, as of December 31, 2019, had $4.1 million available to borrow under such facility. The Company’s Revolving Loan is due January 2021, which is within the 12-month going concern evaluation period and in addition has covenant provisions that cause the Company to be in default due to the modification of its independent auditors opinion with the inclusion of the emphasis of matter paragraph related to going concern (“Going Concern Opinion”). This covenant violation in the Revolving Loan Agreement allows the loan to be due on demand. Current negotiations to extend the maturity date have not been successful however a waiver for the Going Concern Opinion was obtained providing relief of default from the covenant violation through June 30, 2020. There can be no assurance that the Company will be able to negotiate an extension on the Revolving Loan, obtain future waivers, or have sufficient funds to repay such obligations when they come due. As of December 31, 2019 the Company has $4.0 million outstanding under its Revolving Loan, which is recorded as a current liability. An additional uncertainty for the Company relates to the possibility that there will not be sufficient authorized common shares to fully convert the $58.6 million accrued amount of PIK notes. In addition, the Company may not have access to other sources of external capital on reasonable terms or at all. We also expect to continue to experience volatility in market demand which create normal oil and gas price fluctuations as well as external market pressures due to effects of global health concerns such as COVID-19 and the oil price war triggered by Russia and Saudi Arabia that are not within our control. Management’s plans to alleviate substantial doubt include: (i) completing its merger as further discussed in Note 20 - Subsequent Events, although the merger has been approved by both Superior and the Company’s respective Board of Directors, the transaction has not been finalized as of the date of this filing pending formal shareholder approval and customary regulatory filings (ii) continuing to discuss amendments of its debt with the Company’s current lenders in order to extend the term of the Revolving Loan; (iii) continue negotiating with the note holders of the mandatorily convertible note as to the terms of the conversion and/or complete a shareholder vote to authorize more common shares available for issuance.(iv) continuing to manage operating costs by actively pursuing cost cutting measures to maximize liquidity in line with current industry economic expectations; and/or (v) pursuing additional financings with existing and new lenders. Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Consolidation The Company’s consolidated financial statements include the accounts of FES Ltd. and all of its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Fair Values of Financial Instruments Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows: • Level 1 - Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 - Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured. • Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels. The carrying amounts of cash and cash equivalents, accounts receivable-trade, accounts receivable-other, accounts payable-trade and insurance notes approximate fair value because of the short maturity of these instruments. The fair values of finance 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, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Agreement $ 57,506 $ 56,895 $ 62,335 $ 65,794 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 6 , the Company fully impaired its goodwill associated with the Cretic acquisition during 2019. As discussed in Note 5 , 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 (in thousands): December 31, 2019 2018 Cash and cash equivalents $ 5,224 $ 8,083 Cash - restricted 73 73 Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows $ 5,297 $ 8,156 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. 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 disclosures as included here-in. 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, coiled tubing 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 the adoption of 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: Balance as of December 31, 2017 $ 1,581 Provision 120 Bad debt write-off (515 ) Balance as of December 31, 2018 1,186 Provision 3,170 Bad debt write-off — Balance as of December 31, 2019 $ 4,356 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. The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the years ended December 31, 2019 and 2018 . 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. The Company evaluated their long-lived assets for recoverability and determined that no impairment was indicated at December 31, 2019 . Goodwill During the third quarter ended September 30, 2019, the Company adopted the guidance contained in ASU No. 2017-04, “Intangibles-Goodwill and Other ASC Topic 350: Simplifying the Test for Goodwill Impairment,” which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment is the amount by which the Company’s reporting unit carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. To estimate the fair value of the Company’s invested capital, the Company used both a market approach based on the guideline companies’ method (“Market Comparable Approach”), and an income approach based on a discounted cash flow analysis. The Market Comparable Approach estimates fair value using market multiples calculated from a set of comparable public companies. In performing the valuations, significant assumptions utilized include unobservable Level 3 inputs including cash flows, long-term growth rates reflective of management’s forecasted outlook, and discount rates inclusive of risk adjustments consistent with current market conditions. Discount rates are based on the development of a weighted average cost of capital using guideline public company data, factoring in current market data and any Company specific risk factors. The value indicated by both methods was weighted to arrive at a concluded value. 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. The deferred financing costs are generally recorded on the consolidated balance sheet as a reduction to the respective long term debt, except for those deferred financing costs related to the Revolving Loan which is recorded as an other asset. Amortization of deferred financing costs was $1.7 million and $1.0 million for years ended December 31, 2019 and 2018 , 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 requisite service 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. Forfeitures are recognized as they occur. 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, 2019 or December 31, 2018 . 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 10 - Commitments and Contingencies for further discussion. Recent Accounting Pronouncements 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. In May and April 2019, the FASB issued ASU No. 2019-05 and ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” which delayed, for smaller reporting companies, the mandatory effective date for interim and annual reporting periods beginning after December 15, 2022. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", or ASU 2017-04, which addresses concerns over the cost and complexity of the two-step goodwill impairment test by removing the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. During the third quarter of 2019, the Company adopted the guidance contained in ASU No. 2017-04, which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment is the amount by which the Company’s single reporting unit carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. To estimate the fair value of the Company’s equity, the Company used both a market approach based on the guideline companies’ method (“Market Comparable Approach”), and an income approach based on a discounted cash flow analysis. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The guidance is effective for all entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company determined that the adoption of this standard as of January 1, 2020 would not have a material impact on its financial statements. |
Acquisition of Cretic Energy Se
Acquisition of Cretic Energy Services, LLC | 12 Months Ended |
Dec. 31, 2019 | |
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 Energy Services, LLC (Cretic). The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $69.1 million in cash (including $2.2 million cash acquired). The purchase price paid in the acquisition has been allocated to record the acquired assets and assumed liabilities based on their 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, as of the time of the Cretic acquisition, goodwill of $19.7 million was recorded. The goodwill recorded was primarily attributable to synergies related to the Company’s coiled tubing business strategy that were expected to arise from the Cretic acquisition and was attributable to the Company’s coiled tubing segment. As discussed in Note 6 , the Company recognizing a goodwill impairment charge of $19.2 million for the year ended December 31, 2019 . 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, 2018 (in thousands): Pro Forma Year ended December 31, 2018 Revenue $ 241,220 Net loss $ (36,048 ) 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, 2018 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, 2018 or of future operating performance. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill totaled $0.0 million and $19.7 million at December 31, 2019 and 2018 , respectively. The goodwill related to the acquisition of Cretic, which was attributable to the Company's coiled tubing reporting unit, and is deductible for tax purposes. A measurement period adjustment settled a dispute with the seller over the amount of debt assumed in the purchase of Cretic as of the acquisition date. During the third quarter of 2019, the Company recognized a measurement period adjustment of $0.5 million related to the acquisition of Cretic. The measurement period adjustment related to certain finance leases of $1.0 million being assigned back to the seller along with property and equipment of $0.8 million and a cash payment received from the seller of $0.3 million . The Company completed a goodwill impairment test as of September 30, 2019. The Company’s forecasted future cash flow declined from prior estimates because the Company experienced challenging sales trends and a downturn in the coiled tubing segment. These declining cash flows in our coiled tubing segment during 2019 and lower than previously forecasted cash flows, resulted in the Company recognizing a goodwill impairment charge of $19.2 million for the year ended December 31, 2019 . The following table sets forth the changes in goodwill (in thousands): Goodwill Balance at December 31, 2018 $ 19,700 Measurement period adjustment (478 ) Impairment (19,222 ) Balance at December 31, 2019 $ — Other 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 December 31, 2019 Customer relationships 6-15 $ 11,378 $ (2,079 ) $ 9,299 Trade names 10-15 3,072 (515 ) 2,557 Covenants not to compete 4 1,505 (1,022 ) 483 $ 15,955 $ (3,616 ) $ 12,339 December 31, 2018 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 Amortization expense for the years ended December 31, 2019 and 2018 was $1.6 million and $1.2 million , respectively. Future amortization of these intangibles will be as follows: 2020 $ 1,630 2021 1,360 2022 1,253 2023 1,253 2024 1,197 Thereafter 5,646 $ 12,339 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Well servicing equipment 9-15 years $ 132,562 $ 128,647 Autos and trucks 5-10 years 20,627 32,132 Autos and trucks - finance lease 5-10 years 22,136 20,416 Disposal wells 5-15 years 3,835 3,977 Building and improvements 5-30 years 6,216 5,705 Furniture, fixtures, and other 3-15 years 3,154 2,797 Land 647 868 189,177 194,542 Accumulated depreciation (63,768 ) (45,934 ) $ 125,409 $ 148,608 Depreciation expense was $27.7 million and $29.3 million for the years ended December 31, 2019 and 2018 , respectively. Depreciation of assets held under finance leases was $4.5 million and $3.4 million for the years ended December 31, 2019 and 2018 , respectively, and is included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. Gain that resulted from the sale of property and equipment was $4.6 million and $1.3 million for the years ended December 31, 2019 and 2018 , respectively, which are included in direct operating costs, within each reporting segment. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Accrued wages $ 1,192 $ 3,028 Accrued insurance 6,981 5,228 Accrued deferred interest 2,081 2,098 Accrued property taxes 1,470 1,064 Other accrued expenses 1,010 2,930 Total accrued expenses $ 12,734 $ 14,348 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): December 31, 2019 2018 Term Loan Agreement of $47.4 million and $60.0 million, plus $12.4 million and $6.0 million of accrued interest paid-in-kind and net of debt discount of $2.3 million and $3.6 million as of December 31, 2019 and December 31, 2018, respectively $ 57,506 $ 62,335 PIK Notes, plus $0.9 million of accrued interest paid-in-kind, and including $6.0 million accretion of interest and conversion premium as of December 31, 2019 58,646 — Bridge Loan of $50.0 million, net of debt discount of $0.4 million as of December 31, 2018 — 49,568 Revolving Loan Agreement 4,000 — Finance leases 10,045 13,319 Insurance notes 4,498 5,194 Total debt 134,695 130,416 Less: Current portion (72,059 ) (59,321 ) Total long-term debt $ 62,636 $ 71,095 Term Loan Agreement On April 13, 2017, 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, as amended, provided for a term loan of $60.0 million , excluding paid-in-kind interest. 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 accounts receivable, cash and related assets, which constitute priority collateral under the Revolving Loan Agreement (described below). The Term Loan Agreement has a stated maturity date of April 13, 2021. 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 April 13, 2017 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 years ended December 31, 2019 and 2018 , $6.4 million and $6.0 million of interest was paid-in-kind, respectively. At December 31, 2019 and 2018 , the paid-in-kind interest rate was 11% and 9% , respectively. 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. 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 are due in January 2021, 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 Company is in violation of certain provisions of the Revolving Loan Agreement related to the Going Concern Opinion, which cause the loan to be in default. A limited waiver was obtained as described below, providing relief of this provision extending, through June 30, 2020, of the requirement to provide an unqualified opinion of the Company’s consolidated financial statements. Due to limitations of the waiver, which only included a time extension and not unconditional relief of providing an unqualified opinion from the independent auditors on the Company’s financial statements, the Company will not be able to remedy the violation once the waiver term expires, and there is no assurance that additional waivers can be obtained. As a result of the Company’s violation of the Revolving Loan Agreement provisions and only a conditional waiver obtained, the Company has recorded the outstanding balance of this note as a current liability as of December 31, 2019. 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, 2019 , we had $4.0 million borrowings outstanding, $7.2 million in letters of credit outstanding and availability of $4.1 million . February and March 2020 Revolving Loan Amendments, Term Loan Amendment and Term Loan Waiver On February 3, 2020 the Company and Regions Bank entered into an amendment to its Revolving Loan effective December 31, 2019, which among other things, reinstated a minimum excess line availability covenant for the monthly periods from December 2019 through July 2020 and removed the requirement to test for the purpose of a financial covenant, the fixed charge coverage ratio for the monthly periods from December 2019 through June 2020. On March 20, 2020, the Company and certain of its subsidiaries, as borrowers, entered into the Third Amendment and Temporary Limited Waiver to Credit Agreement (the “March 2020 Revolving Loan Amendment”) with the lenders party thereto and the Revolver Agent. Pursuant to the March 2020 Revolving Loan Amendment, the requirement for the Company to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019 was waived until June 30, 2020 (the “Revolving Loan Agreement Temporary Waiver”). In addition, the commitments under the Revolving Loan Agreement were reduced from $35.0 million to $27.5 million , and interest under the Revolving Loan Agreement was increased from a range of LIBOR plus 2.50% to 3.25% or base rate plus 1.50% to 2.25% based on the fixed charge coverage ratio from time to time, to LIBOR plus 4.25% or base rate plus 3.25% . On March 20, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, obtained a corresponding waiver under the Term Loan Agreement for the requirement to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019. On March 23, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 3 to Loan and Security Agreement (the “March 2020 Term Loan Amendment”) with the lenders party thereto and the Term Loan Agent. Pursuant to the March 2020 Term Loan Amendment, there will be no cross-default to the Revolving Loan Agreement resulting from the expiration of the Revolving Loan Agreement Temporary Waiver. 5% Subordinated Convertible PIK Notes 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 accrued and 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 Company capitalized the PIK Note interest totaling $0.9 million on July 1, 2019 and $1.3 million on January 1, 2020, which corresponds to the date the interest was determined to be paid. 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 also provides that upon a default by the Company in the payment when due of principal of, or premium, if any, or interest on, indebtedness in the aggregate principal amount then outstanding of $5.0 million or more, or acceleration of the Company’s indebtedness so that it becomes due and payable before the date on which it would otherwise have become due and payable, and if such default is not cured or waived within 30 days after notice to the Company by the Trustee or by holders of at least 25% in aggregate principal amount of the PIK Notes then outstanding, the principal of, (and premium, if any) and accrued and unpaid interest on, the PIK Notes may be declared immediately due and payable. The PIK Notes are 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, (subject to limitations, if any, in the documentation governing the Company’s senior indebtedness). If redeemed for the Company’s common stock the holder will receive 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. The 15% discount represents an implied conversion premium at issuance which will be settled in common stock at the date of conversion. As such, the face value of the PIK Notes will be accreted to the settlement amount at June 30, 2020. For the year ended December 31, 2019 , the Company recorded $4.2 million in interest expense related to the accretion of the conversion premium. The Indenture contains provisions permitting the Company and the trustee in certain circumstances, without the consent of the holders of the PIK Notes, and in certain other circumstances, with the consent of the holders of not less than a majority in aggregate principal amount of the PIK Notes at the time outstanding to execute supplemental indentures modifying the terms of the Indenture and the PIK Notes as described It is also provided in the Indenture that, subject to certain exceptions, the holders of a majority in aggregate principal amount of the PIK Notes at the time outstanding may on behalf of the holders of all the PIK Notes waive any past default or event of default under the Indenture and its consequences. 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 such 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 Company used the gross proceeds of $51.8 million that it received from the issuance of the PIK Notes to repay all of the outstanding principal and accrued and unpaid interest on the Bridge Loan. 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. The exchange of the Bridge Loan for the PIK Notes was recognized as a modification of the Term Loan as the amended Term Loan, resulting from the exchange, was not substantially different from the Term Loan. As such, the net carrying value of the Term Loan was not adjusted and a new effective interest that equates the revised cash flows of the modified Term Loan to the existing carrying value of the Term Loan was computed and applied prospectively. Costs incurred with third parties of approximately $1.6 million , related to the issuance of the PIK Notes, were recognized in interest expense for the year ended December 31, 2019 . Effective November 14, 2019, each of Ascribe Capital LLC and Solace Capital Partners LP, on behalf of each of their funds that is a holder of PIK Notes issued under the Indenture which in the aggregate hold $48.9 million of face value of the PIK Notes as of December 31, 2019 , agreed to extend the maturity date under the Indenture to November 30, 2020 of those PIK Notes, the Excess PIK Notes, for which there are not at June 30, 2020 sufficient authorized shares of common stock of the Company to effect the mandatory conversion of the Excess PIK Notes, after giving effect to the conversion of PIK Notes held by other holders of PIK Notes who have not agreed to a maturity date extension or conversion deferral. Each also agreed to defer the mandatory conversion feature under the Indenture for such Excess PIK Notes until after the Company’s stockholders have authorized sufficient additional shares of the Company’s common stock to permit such conversion. Insurance Notes During 2019 and 2018, the Company entered into insurance promissory notes for the payment of insurance premiums at an interest rate of 4.68% and 3.27% respectively, with an aggregate principal amount outstanding of approximately $4.5 million and $5.2 million as of December 31, 2019 and 2018 , 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 August 15, 2020 and July 15, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 the Company’s largest customer, five largest customers, and ten largest customers constituted approximately 10% , 36% , and 45% of total revenues, respectively. For the year ended December 31, 2018 , the Company's largest customer, five largest customers, and ten largest customers constituted approximately 14% , 44% , and 55% 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, 2019 , the Company's largest customer, five largest customers, and ten largest customers constituted approximately 19% , 34% , and 40% of trade accounts receivable, respectively. As of December 31, 2018 , the Company's largest customer, five largest customers, and ten largest customers constituted approximately 5% , 28% , and 31% 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. As of December 31, 2019, the Company has a per occurrence $2.0 million deductible for general liability. The Company has an additional premium payable clause under its lead of $10.0 million limit excess policy that states in the event losses exceed $2.0 million , an additional loss premium of 15% will be payable for losses in excess of $2.0 million . The additional loss premium is payable at the time when the insurers pay for the loss and will be payable over a period agreed by the insurers. As of December 31, 2018, the Company was 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 , an additional loss premium of 15% to 17% will be payable for losses in excess of $1.0 million . The additional loss premium is payable at the time when the insurers pay for the loss and will be payable over a period agreed by the insurers. The Company has accrued liabilities totaling $7.0 million and $5.2 million as of December 31, 2019 and December 31, 2018, 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
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company adopted a comprehensive new lease accounting standard, ASC 842, effective January 1, 2019. The details of the significant changes to the Company's accounting policies resulting from the adoption of the new standard are set out below. The Company adopted the standard on a prospective basis using the optional modified retrospective transition method; accordingly, the comparative information as of and for the year ended December 31, 2018 has not been adjusted and continues to be reported under the previous lease standard. Under the new lease standard, assets and liabilities that arise from all leases are required to be recognized on the balance sheet for lessees. Previously, only capital leases, which are now referred to as finance leases, were recorded on the balance sheet. Beginning January 1, 2019, for all leases with a term in excess of 12 months, the Company recognized a lease liability equal to the present value of the lease payments and a right-of-use asset representing our right to use the underlying asset for the lease term. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term, while finance leases include both an operating expense and an interest expense component. For all leases with a term of 12 months or less, the Company elected the practical expedient to not recognize lease assets and liabilities. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases including month-to-month agreements that continue in perpetuity until the lessor or the Company terminates the lease agreement. The Company is a lessee for operating leases, primarily related to real estate, salt water disposal wells and equipment. The vast majority of the Company's operating leases have remaining lease terms of 10 years or less, some of which include options to extend the leases, and some of which include options to terminate the leases. The Company generally does not include renewal or termination options in the assessment of leases unless extension or termination is deemed to be reasonably certain. The accounting for some leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in the net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options. Incremental borrowing rate is determined by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the operating lease. Salt water disposal well locations have fixed or both fixed and variable lease amounts where the variable lease payments are based on the volume of fluids injected into to the well and/or sales of products by the Company. The Company also has some lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. The Company is a lessee for finance leases related to autos and trucks and well servicing equipment. The vast majority of the Company's finance leases have remaining lease terms of three years or less, all of which include options to terminate the leases after one year and do not include options to extend the lease. For all finance leases, the Company is subject to a residual value guarantee established by the lessor and based upon the calculated net book value of the vehicle as of the date of early termination of the lease. The loans are collateralized by equipment purchased with the proceeds of such loans. For finance leases, the Company uses discount rates similar to incremental borrowing rates available for comparable equipment financing in the net present value calculation of lease payments. The Company's vehicle finance lease agreements contain lease and non-lease components, which are accounted for separately. The following tables illustrate the financial impact of the Company's leases as of and for the year ended December 31, 2019 , along with other supplemental information about the Company's leases (in thousands, except years and percentages): Year Ended December 31, 2019 Components of lease expense: Finance lease cost: Amortization of right-of-use assets $ 4,495 Interest on lease liabilities 529 Operating lease cost: Lease expense (1) 1,838 Short-term lease cost 1,787 Total lease cost $ 8,649 (1) Includes variable lease costs of $284 thousand for the year ended December 31, 2019 . December 31, 2019 Components of balance sheet: Operating leases: Operating lease right-of-use assets (non-current) $ 6,235 Current portion of operating lease liabilities $ 1,476 Long-term operating lease liabilities, net of current portion $ 4,759 Finance leases: Property and equipment, net $ 14,467 Current portion of long-term debt $ 4,915 Long-term debt, net of current portion and debt discount $ 5,130 Year Ended December 31, 2019 Other supplemental information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,625 Operating cash flows for finance leases - interest $ 529 Financing cash flows for finance leases $ 5,038 Noncash activities from right-of-use assets obtained in exchange for lease obligations: Operating leases $ 7,390 Finance leases $ 2,754 Weighted-average remaining lease term: Operating leases 7.6 years Finance leases 3.1 years Weighted-average discount rate: Operating leases 7.1 % Finance leases 5.1 % The following table summarizes the maturity of the Company's debt, operating and finance leases as of December 31, 2019 (in thousands): Debt Operating Leases - Related Party Operating Leases - Other Finance Leases 2020 $ 61,198 $ 27 $ 2,037 $ 5,226 2021 59,800 — 1,042 3,886 2022 — — 879 1,292 2023 — — 749 162 2024 — — 677 — Thereafter — — 2,749 — Total minimum payments 120,998 27 8,133 10,566 Less imputed interest — (1 ) (1,924 ) (521 ) Less debt discount (2,348 ) — — — Debt premium 6,000 — — — Total debt and lease liabilities per balance sheet $ 124,650 $ 26 $ 6,209 $ 10,045 The Company adopted ASC 842 on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption. Future annual minimum lease payments and capital lease commitments as of December 31, 2018 were as follows (in thousands): Operating Leases - Related Party Operating Leases - Other Capital Leases 2020 $ 30 $ 986 $ 4,334 2021 8 946 3,375 2022 — 781 1,051 2023 — 386 — Thereafter — 1,350 — Total $ 38 $ 4,449 $ 8,760 |
Leases | Leases The Company adopted a comprehensive new lease accounting standard, ASC 842, effective January 1, 2019. The details of the significant changes to the Company's accounting policies resulting from the adoption of the new standard are set out below. The Company adopted the standard on a prospective basis using the optional modified retrospective transition method; accordingly, the comparative information as of and for the year ended December 31, 2018 has not been adjusted and continues to be reported under the previous lease standard. Under the new lease standard, assets and liabilities that arise from all leases are required to be recognized on the balance sheet for lessees. Previously, only capital leases, which are now referred to as finance leases, were recorded on the balance sheet. Beginning January 1, 2019, for all leases with a term in excess of 12 months, the Company recognized a lease liability equal to the present value of the lease payments and a right-of-use asset representing our right to use the underlying asset for the lease term. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term, while finance leases include both an operating expense and an interest expense component. For all leases with a term of 12 months or less, the Company elected the practical expedient to not recognize lease assets and liabilities. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases including month-to-month agreements that continue in perpetuity until the lessor or the Company terminates the lease agreement. The Company is a lessee for operating leases, primarily related to real estate, salt water disposal wells and equipment. The vast majority of the Company's operating leases have remaining lease terms of 10 years or less, some of which include options to extend the leases, and some of which include options to terminate the leases. The Company generally does not include renewal or termination options in the assessment of leases unless extension or termination is deemed to be reasonably certain. The accounting for some leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in the net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options. Incremental borrowing rate is determined by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the operating lease. Salt water disposal well locations have fixed or both fixed and variable lease amounts where the variable lease payments are based on the volume of fluids injected into to the well and/or sales of products by the Company. The Company also has some lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. The Company is a lessee for finance leases related to autos and trucks and well servicing equipment. The vast majority of the Company's finance leases have remaining lease terms of three years or less, all of which include options to terminate the leases after one year and do not include options to extend the lease. For all finance leases, the Company is subject to a residual value guarantee established by the lessor and based upon the calculated net book value of the vehicle as of the date of early termination of the lease. The loans are collateralized by equipment purchased with the proceeds of such loans. For finance leases, the Company uses discount rates similar to incremental borrowing rates available for comparable equipment financing in the net present value calculation of lease payments. The Company's vehicle finance lease agreements contain lease and non-lease components, which are accounted for separately. The following tables illustrate the financial impact of the Company's leases as of and for the year ended December 31, 2019 , along with other supplemental information about the Company's leases (in thousands, except years and percentages): Year Ended December 31, 2019 Components of lease expense: Finance lease cost: Amortization of right-of-use assets $ 4,495 Interest on lease liabilities 529 Operating lease cost: Lease expense (1) 1,838 Short-term lease cost 1,787 Total lease cost $ 8,649 (1) Includes variable lease costs of $284 thousand for the year ended December 31, 2019 . December 31, 2019 Components of balance sheet: Operating leases: Operating lease right-of-use assets (non-current) $ 6,235 Current portion of operating lease liabilities $ 1,476 Long-term operating lease liabilities, net of current portion $ 4,759 Finance leases: Property and equipment, net $ 14,467 Current portion of long-term debt $ 4,915 Long-term debt, net of current portion and debt discount $ 5,130 Year Ended December 31, 2019 Other supplemental information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,625 Operating cash flows for finance leases - interest $ 529 Financing cash flows for finance leases $ 5,038 Noncash activities from right-of-use assets obtained in exchange for lease obligations: Operating leases $ 7,390 Finance leases $ 2,754 Weighted-average remaining lease term: Operating leases 7.6 years Finance leases 3.1 years Weighted-average discount rate: Operating leases 7.1 % Finance leases 5.1 % The following table summarizes the maturity of the Company's debt, operating and finance leases as of December 31, 2019 (in thousands): Debt Operating Leases - Related Party Operating Leases - Other Finance Leases 2020 $ 61,198 $ 27 $ 2,037 $ 5,226 2021 59,800 — 1,042 3,886 2022 — — 879 1,292 2023 — — 749 162 2024 — — 677 — Thereafter — — 2,749 — Total minimum payments 120,998 27 8,133 10,566 Less imputed interest — (1 ) (1,924 ) (521 ) Less debt discount (2,348 ) — — — Debt premium 6,000 — — — Total debt and lease liabilities per balance sheet $ 124,650 $ 26 $ 6,209 $ 10,045 The Company adopted ASC 842 on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption. Future annual minimum lease payments and capital lease commitments as of December 31, 2018 were as follows (in thousands): Operating Leases - Related Party Operating Leases - Other Capital Leases 2020 $ 30 $ 986 $ 4,334 2021 8 946 3,375 2022 — 781 1,051 2023 — 386 — Thereafter — 1,350 — Total $ 38 $ 4,449 $ 8,760 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Year Ended December 31, 2019 2018 (in thousands) Cash paid for Interest $ 4,324 $ 3,989 Income tax — — Supplemental schedule of non-cash investing and financing activities Finance leases on equipment $ 2,754 $ 3,829 Change in accounts payable related to capital expenditures $ — $ (599 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the years ended December 31, 2019 and 2018 the Company incurred related party expenses, primarily related to rent, of $0.9 million and $1.1 million , respectively. There was no related party revenue for the years ended December 31, 2019 and 2018 . As of December 31, 2019 and 2018 , there were no related party accounts receivable or accounts payable. 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. As of December 31, 2019 , Ascribe and/or one or more of its affiliates was owed approximately $ 16.2 million of the aggregate principal amount of the Term Loan Agreement and approximately $ 28.7 million of the aggregate principle amount of the PIK Notes. As of December 31, 2019 , Solace and/or one of its affiliates was owed approximately $ 14.8 million of the aggregate principal amount of the term loan covered by the Term Loan Agreement and approximately $21.1 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 by and among the Company and certain stockholders of the Company. |
Earnings (loss) per Share
Earnings (loss) per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Earnings (loss) per Share The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts): Year Ended December 31, 2019 2018 Basic and diluted: Net loss $ (68,399 ) $ (32,607 ) Weighted-average common shares 5,472 5,368 Basic and diluted net loss per share $ (12.50 ) $ (6.07 ) There were 171,716 and 329,240 unvested restricted stock units that were not included in the calculation of diluted EPS for the years ended December 31, 2019 and 2018 , respectively, because their effect would have been antidilutive. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
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, the Company evaluated its segment information and determined that coiled tubing represented a separate segment under current facts. 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 for the years ended December 31, 2019 and 2018 (in thousands): Well Servicing Coiled Tubing Fluid Logistics Consolidated Year ended December 31, 2019 Operating revenues $ 91,521 $ 52,335 $ 44,566 $ 188,422 Direct operating costs 72,980 51,982 34,635 159,597 Segment profits $ 18,541 $ 353 $ 9,931 $ 28,825 Depreciation and amortization $ 9,697 $ 10,745 $ 8,962 $ 29,404 Capital expenditures (1) $ 6,042 $ 6,709 $ 2,678 $ 15,429 Total assets $ 65,401 $ 70,506 $ 44,504 $ 180,411 Long lived assets $ 50,609 $ 59,094 $ 33,537 $ 143,240 Year ended December 31, 2018 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 (1) $ 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 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end. Year Ended December 31, 2019 2018 Reconciliation of Operating Loss As Reported: Segment profits $ 28,825 $ 34,073 Less: Impairment of goodwill 19,222 — General and administrative expense 24,065 25,390 Depreciation and amortization 29,404 30,543 Operating loss (43,866 ) (21,860 ) Other income (expenses), net (24,677 ) (11,150 ) Pre-tax loss $ (68,543 ) $ (33,010 ) December 31, 2019 2018 Reconciliation of Total Assets As Reported: Total reportable segments $ 180,411 $ 243,199 Parent 9,854 13,186 Total assets $ 190,265 $ 256,385 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following tables show revenue disaggregated by primary geographical markets and major service lines for the years ended December 31, 2019 and 2018 (in thousands): Year ended December 31, 2019 Primary Geographical Markets Well Servicing Coiled Tubing Fluid Logistics Total South Texas $ 64,336 $ 16,652 $ 22,300 $ 103,288 East Texas (1) 5,089 — 1,941 7,030 Central Texas — — 10,842 10,842 West Texas 22,096 35,683 9,483 67,262 Total $ 91,521 $ 52,335 $ 44,566 $ 188,422 Year ended December 31, 2018 Primary Geographical Markets Well Servicing Coiled Tubing Fluid Logistics Total 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 (1) Includes revenues from the Company's operations in Pennsylvania. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax benefit included in the consolidated statements of operations consisted of the following (in thousands): Year Ended December 31, 2019 2018 Current: Federal $ — $ — State (32 ) 104 Foreign — (485 ) Total current income tax (benefit) expense (32 ) (381 ) Deferred: Federal (112 ) — State — (22 ) Foreign — — Total deferred income tax (benefit) expense (112 ) (22 ) Total income tax (benefit) expense $ (144 ) $ (403 ) The differences between income taxes expected at the U.S. federal statutory income tax rate of 21% and the reported income tax benefit are summarized as follows (in thousands): Year Ended December 31, 2019 2018 Income tax benefit at statutory rate $ (14,394 ) $ (6,932 ) Nondeductible expenses 2,181 258 Change in deferred tax valuation allowance 20,989 (1,636 ) Change in uncertain tax position (8,282 ) 8,270 Foreign taxes — (472 ) State taxes (467 ) 46 Other (171 ) 63 $ (144 ) $ (403 ) Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 22,610 $ 6,993 Foreign tax credits 796 796 Acquisition expenses 491 855 Share-based compensation 418 141 Bad debts 965 252 Accrued expenses 1,546 2,529 Tax over book depreciation 4,195 7,019 Intangible assets 3,835 — Operating lease liabilities 1,331 — Disallowed interest expense 3,855 — Other 171 102 Total deferred tax assets 40,213 18,687 Less: valuation allowance (38,721 ) (17,732 ) Total deferred tax assets, net $ 1,492 $ 955 Deferred tax liabilities: Book over tax depreciation $ (356 ) $ (137 ) Intangible assets — (1,175 ) Operating lease right of use assets $ (1,381 ) $ — Total deferred tax liabilities $ (1,737 ) $ (1,312 ) Net deferred tax liability $ (245 ) $ (357 ) As of December 31, 2019 , the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $106.6 million , of which $52.0 million will begin to expire in 2033 if not utilized to offset taxable income, and $54.6 million may be carried forward indefinitely. Future changes in ownership, as defined by Section 382 of the IRC, could limit the amount of NOL carryforwards used in any one year. In general, under Sections 382 and 383 of the IRC, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and certain tax credits, to offset future taxable income and tax. Generally, 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 proceedings in 2017, we experienced an ownership change for the purposes of Section 382. The ownership change did not result in the expiration of any pre-change NOLs. However, any subsequent ownership changes under the provisions of Section 382 could further adversely affect the use of our NOLs in future periods. At December 31, 2019 and 2018, the Company placed a valuation allowance of $38.7 million and $17.7 million , respectively, against the entirety of its net deferred tax asset balance, as the Company has not determined that it is more likely than not to be realized. The change in the valuation allowance was $21.0 million for the year ended December 31, 2019 . During the year ended December 31, 2018 , the Company derecognized $39.4 million of NOLs as an uncertain tax position (representing $8.3 million of deferred tax asset). The uncertain tax position resulted from an administrative error when our 2017 federal income tax return was filed, which inadvertently omitted an election out of the provisions of Section 382(l)(5). The Company filed for 9100 relief, requesting an extension of time to file the missing election. While the Company believed we had a strong set of facts, the decision to grant relief was at the discretion of the IRS. Based on this, we could not conclude “more likely than not” and the deferred tax asset was derecognized as of December 31, 2018 . On September 12, 2019 the IRS granted the request and an amended 2017 federal income tax return was filed in accordance with the granted relief. As a result, the Company reinstated $39.4 million of NOL carryforwards, representing a deferred tax asset of $8.3 million at December 31, 2019 . 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 2015. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Management Incentive Plan The Management Incentive Plan became effective on April 13, 2017. 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 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 common stock acquired pursuant to an award subject to forfeiture are forfeited, the shares of 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 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 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 Granted — $ — Vested (85,534 ) $ 11.00 Forfeited (71,990 ) $ 5.14 Unvested as of December 31, 2019 171,716 $ 11.00 Share based compensation expense recognized under the Management Incentive Plan was $0.9 million and $1.1 million during the years ended December 31, 2019 and 2018 , respectively. As of December 31, 2019 , unrecognized compensation cost was approximately $1.7 million to be recognized over approximately 1.7 years. |
Equity Securities
Equity Securities | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity Securities | Equity Securities The Company's common stock carries the following rights: • Voting. Holders of common stock are entitled to one vote per share of 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 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 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 . 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 common stock have no preemptive, redemption, conversion or sinking fund rights. The rights, preferences, and privileges of the holders of 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Mergers On December 23, 2019, the Company announced that it had entered into an Agreement and Plan of Merger dated as of December 19, 2019 (as amended, supplemented, and modified from time to time, the “Merger Agreement”) with Superior Energy Services, Inc., a Delaware corporation (“Superior”), New NAM, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Superior which, prior to the completion of the mergers, will hold the Superior’s North American Business and its associated assets and liabilities (“NAM”), Spieth Newco, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Newco”), Spieth Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Newco (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Newco (“Forbes Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, NAM Merger Sub will merge with and into NAM (the “NAM Merger”) and Forbes Merger Sub will merge with and into the Company (the “Forbes Merger,” and together with the NAM Merger, the “Mergers”), with each of NAM and the Company continuing as surviving entities and wholly owned subsidiaries of Newco. Effective immediately prior to the record date for the special meeting of the Company’s stockholders, Ascribe Capital LLC and its affiliates (collectively, the “Ascribe Entities”), and Solace Capital Partners, L.P. and its affiliates (collectively, “Solace”) have each agreed to exchange a portion of the Company’s 5.00% Subordinated Convertible PIK Notes due June 30, 2020 (the “Forbes Convertible PIK Notes”), including all accrued interest thereon, then held by them in exchange for shares of the Company’s common stock (the “Forbes PIK Exchange”). Immediately prior to the effective time of the Mergers, the balance of the aggregate principal amount of Forbes Convertible PIK Notes that is held by the Ascribe Entities and Solace will be contributed to Newco in exchange for shares of Newco Class A common stock (the “Forbes PIK Contribution”). Prior to the effective time of the Mergers, the Company will cause the aggregate principal amount of the Forbes Convertible PIK Notes outstanding at such time that is not held by the Ascribe Entities or Solace to convert into shares of the Company’s common stock in accordance with the Indenture governing the Forbes Convertible PIK Notes (the “Forbes PIK Conversion”). Immediately prior to the effective time of the Mergers, the Company will cause the aggregate principal amount outstanding under its Term Loan Agreement, together with accrued interest thereon, that is held by the Ascribe Entities and Solace as of immediately prior to the closing of the Mergers to be exchanged for approximately $30 million in newly issued mandatory convertible preferred shares of Newco (the “Preferred Stock”). The Preferred Stock will be entitled to cash dividends at a rate of 5% per annum, payable semi-annually, and will be subject to mandatory conversion on the third anniversary of the closing of the Mergers into a number of shares of Newco Class A common stock equal to 20% of the outstanding shares of Newco common stock outstanding at the closing of the Mergers on a fully diluted basis. At the effective time of the Mergers, the holders of the Company’s common stock (i) issued and outstanding immediately prior to the effective time of the Mergers, which will include the Company’s restricted stock units granted under the Company’s equity compensation plans (“Forbes Outstanding Common Stock”), (ii) that are issuable upon consummation of the Forbes PIK Exchange, (iii) that are issuable upon the consummation of the Forbes PIK Contribution and (iv) that are issuable upon the Forbes PIK Conversion, collectively, will have the right to receive a number of shares of Newco Class A common stock that is equal to 35% of the shares of Newco common stock issued and outstanding after giving effect to the Mergers (the “Forbes Exchange Ratio”), subject to adjustment as described below. The balance of the Newco common stock issued and outstanding after giving effect to the Mergers will be owned by a subsidiary of Superior. If, immediately prior to the completion of the Mergers, the Company’s net debt (as defined in the Merger Agreement) exceeds $3.0 million (the “Forbes target net debt”), then the Forbes Exchange Ratio will be decreased on a pro rata basis by 0.25% for each $700,000 of the Company’s net debt in excess of the Company’s target net debt (provided that such decrease will not exceed 0.73% ). The shares of Newco Class A common stock received by the holders of the Company’s common stock and Forbes Convertible PIK Notes in the Forbes Merger are referred to as the “Forbes Merger Consideration”. An aggregate of 1.5% of the Forbes Merger Consideration will be allocated, pro rata, to the holders of Forbes Outstanding Common Stock, and an aggregate of 98.5% of the Forbes Merger Consideration will be allocated, pro rata, to (x) the holders of Forbes Convertible PIK Notes exchanged pursuant to the Forbes PIK Exchange, (y) the holders of Forbes Convertible PIK Notes contributed pursuant to the Forbes PIK Contribution, and (z) the holders of Forbes Convertible PIK Notes converted pursuant to the Forbes PIK Conversion. After the mandatory conversion of the Preferred Stock, former stockholders of the Company, holders of Forbes Convertible PIK Notes, and holders of Preferred Stock would, collectively, own a 48% economic interest in the common stock of Newco, with the balance held indirectly by Superior. The Merger Agreement, and the transactions contemplated thereby, have been approved by the Company’s Board of Directors, the special committee of the Company’s Board of Directors, and the Superior Board of Directors. Newco filed a preliminary proxy statement/prospectus on February 13, 2020. In connection with the Merger Agreement, certain stockholders of the Company, including the Ascribe Entities and Solace, entered into voting and support agreements. The Company stockholders that are party to the voting agreements have committed to vote the shares of the Company’s common stock they beneficially own in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the transaction contemplated by the Merger Agreement, including the Mergers. Following the exchange described above, Ascribe and Solace will have the ability to approve the Merger Agreement and the Forbes Merger without the vote of any other stockholder. The mergers are expected to close in the second quarter of 2020, subject to the satisfaction or waiver of customary closing conditions, including approval of the Merger Agreement by the Company’s stockholders and satisfaction of certain financing conditions. Economic Developments The Company is monitoring the recent reductions in commodity prices driven by the potential impact of the COVID-19 virus, along with global supply and demand dynamics and the recent oil price war triggered by Russia and Saudi Arabia. The Company determined that these triggering events will require the Company to test its long-lived assets for recoverability in subsequent periods. It is reasonably possible that the carrying value of certain assets may not be recoverable. The extent to which these events may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted at this time. The duration and intensity of these impacts and resulting disruption to the Company’s operations is uncertain and the Company will continue to assess the financial impact. Other Events In January 2020, a well control incident occurred on a producing well operated by a third party. Three fatalities and one injury are documented. The Company was one of the contractors engaged to perform a workover operation on the subject well. Lawsuits have been filed against the operator of the well and the engaged contractors, including Forbes. The Company has filed claims with its insurance carriers and has received the customary acknowledgments and reservations of rights from the carriers, and will assert indemnification claims against the operator and the engaged contractors. The Company is cooperating with regulatory investigations and is engaged in the above lawsuits, both of which are in early stages, and as a result, is unable to estimate a possible range of loss, if any, at this time. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 6 , the Company fully impaired its goodwill associated with the Cretic acquisition during 2019. As discussed in Note 5 , 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 finance 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. 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 disclosures as included here-in. 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, coiled tubing 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 the adoption of 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. The Company expenses costs associated with extensions or renewals of intangible assets. There were no such extensions or renewals in the years ended December 31, 2019 and 2018 . 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. The Company evaluated their long-lived assets for recoverability and determined that no impairment was indicated at December 31, 2019 . |
Goodwill | Goodwill During the third quarter ended September 30, 2019, the Company adopted the guidance contained in ASU No. 2017-04, “Intangibles-Goodwill and Other ASC Topic 350: Simplifying the Test for Goodwill Impairment,” which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment is the amount by which the Company’s reporting unit carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. To estimate the fair value of the Company’s invested capital, the Company used both a market approach based on the guideline companies’ method (“Market Comparable Approach”), and an income approach based on a discounted cash flow analysis. The Market Comparable Approach estimates fair value using market multiples calculated from a set of comparable public companies. In performing the valuations, significant assumptions utilized include unobservable Level 3 inputs including cash flows, long-term growth rates reflective of management’s forecasted outlook, and discount rates inclusive of risk adjustments consistent with current market conditions. Discount rates are based on the development of a weighted average cost of capital using guideline public company data, factoring in current market data and any Company specific risk factors. The value indicated by both methods was weighted to arrive at a concluded value. |
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 requisite service 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 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. In May and April 2019, the FASB issued ASU No. 2019-05 and ASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” which delayed, for smaller reporting companies, the mandatory effective date for interim and annual reporting periods beginning after December 15, 2022. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, "Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment", or ASU 2017-04, which addresses concerns over the cost and complexity of the two-step goodwill impairment test by removing the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. During the third quarter of 2019, the Company adopted the guidance contained in ASU No. 2017-04, which removes the step 2 requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. Goodwill impairment is the amount by which the Company’s single reporting unit carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. To estimate the fair value of the Company’s equity, the Company used both a market approach based on the guideline companies’ method (“Market Comparable Approach”), and an income approach based on a discounted cash flow analysis. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The guidance is effective for all entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company determined that the adoption of this standard as of January 1, 2020 would not have a material impact on its financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of 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, 2019 December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Agreement $ 57,506 $ 56,895 $ 62,335 $ 65,794 Bridge Loan $ — $ — $ 49,568 $ 50,000 |
Schedule of reconciliation of cash, cash equivalents and cash - 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 (in thousands): December 31, 2019 2018 Cash and cash equivalents $ 5,224 $ 8,083 Cash - restricted 73 73 Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows $ 5,297 $ 8,156 |
Schedule of allowance for doubtful accounts | The following reflects changes in the Company's allowance for doubtful accounts: Balance as of December 31, 2017 $ 1,581 Provision 120 Bad debt write-off (515 ) Balance as of December 31, 2018 1,186 Provision 3,170 Bad debt write-off — Balance as of December 31, 2019 $ 4,356 |
Acquisition of Cretic Energy _2
Acquisition of Cretic Energy Services, LLC (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of pro forma information | The following unaudited consolidated pro forma information is presented as if the Cretic acquisition had occurred on January 1, 2018 (in thousands): Pro Forma Year ended December 31, 2018 Revenue $ 241,220 Net loss $ (36,048 ) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table sets forth the changes in goodwill (in thousands): Goodwill Balance at December 31, 2018 $ 19,700 Measurement period adjustment (478 ) Impairment (19,222 ) Balance at December 31, 2019 $ — |
Schedule of 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 December 31, 2019 Customer relationships 6-15 $ 11,378 $ (2,079 ) $ 9,299 Trade names 10-15 3,072 (515 ) 2,557 Covenants not to compete 4 1,505 (1,022 ) 483 $ 15,955 $ (3,616 ) $ 12,339 December 31, 2018 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 |
Schedule of future amortization of these intangibles | Future amortization of these intangibles will be as follows: 2020 $ 1,630 2021 1,360 2022 1,253 2023 1,253 2024 1,197 Thereafter 5,646 $ 12,339 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Well servicing equipment 9-15 years $ 132,562 $ 128,647 Autos and trucks 5-10 years 20,627 32,132 Autos and trucks - finance lease 5-10 years 22,136 20,416 Disposal wells 5-15 years 3,835 3,977 Building and improvements 5-30 years 6,216 5,705 Furniture, fixtures, and other 3-15 years 3,154 2,797 Land 647 868 189,177 194,542 Accumulated depreciation (63,768 ) (45,934 ) $ 125,409 $ 148,608 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): December 31, 2019 2018 Accrued wages $ 1,192 $ 3,028 Accrued insurance 6,981 5,228 Accrued deferred interest 2,081 2,098 Accrued property taxes 1,470 1,064 Other accrued expenses 1,010 2,930 Total accrued expenses $ 12,734 $ 14,348 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | Long-term debt consisted of the following (in thousands): December 31, 2019 2018 Term Loan Agreement of $47.4 million and $60.0 million, plus $12.4 million and $6.0 million of accrued interest paid-in-kind and net of debt discount of $2.3 million and $3.6 million as of December 31, 2019 and December 31, 2018, respectively $ 57,506 $ 62,335 PIK Notes, plus $0.9 million of accrued interest paid-in-kind, and including $6.0 million accretion of interest and conversion premium as of December 31, 2019 58,646 — Bridge Loan of $50.0 million, net of debt discount of $0.4 million as of December 31, 2018 — 49,568 Revolving Loan Agreement 4,000 — Finance leases 10,045 13,319 Insurance notes 4,498 5,194 Total debt 134,695 130,416 Less: Current portion (72,059 ) (59,321 ) Total long-term debt $ 62,636 $ 71,095 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of lease information | The following tables illustrate the financial impact of the Company's leases as of and for the year ended December 31, 2019 , along with other supplemental information about the Company's leases (in thousands, except years and percentages): Year Ended December 31, 2019 Components of lease expense: Finance lease cost: Amortization of right-of-use assets $ 4,495 Interest on lease liabilities 529 Operating lease cost: Lease expense (1) 1,838 Short-term lease cost 1,787 Total lease cost $ 8,649 (1) Includes variable lease costs of $284 thousand for the year ended December 31, 2019 . December 31, 2019 Components of balance sheet: Operating leases: Operating lease right-of-use assets (non-current) $ 6,235 Current portion of operating lease liabilities $ 1,476 Long-term operating lease liabilities, net of current portion $ 4,759 Finance leases: Property and equipment, net $ 14,467 Current portion of long-term debt $ 4,915 Long-term debt, net of current portion and debt discount $ 5,130 Year Ended December 31, 2019 Other supplemental information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 3,625 Operating cash flows for finance leases - interest $ 529 Financing cash flows for finance leases $ 5,038 Noncash activities from right-of-use assets obtained in exchange for lease obligations: Operating leases $ 7,390 Finance leases $ 2,754 Weighted-average remaining lease term: Operating leases 7.6 years Finance leases 3.1 years Weighted-average discount rate: Operating leases 7.1 % Finance leases 5.1 % |
Schedule of debt maturity | The following table summarizes the maturity of the Company's debt, operating and finance leases as of December 31, 2019 (in thousands): Debt Operating Leases - Related Party Operating Leases - Other Finance Leases 2020 $ 61,198 $ 27 $ 2,037 $ 5,226 2021 59,800 — 1,042 3,886 2022 — — 879 1,292 2023 — — 749 162 2024 — — 677 — Thereafter — — 2,749 — Total minimum payments 120,998 27 8,133 10,566 Less imputed interest — (1 ) (1,924 ) (521 ) Less debt discount (2,348 ) — — — Debt premium 6,000 — — — Total debt and lease liabilities per balance sheet $ 124,650 $ 26 $ 6,209 $ 10,045 |
Schedule of maturity of finance leases | The following table summarizes the maturity of the Company's debt, operating and finance leases as of December 31, 2019 (in thousands): Debt Operating Leases - Related Party Operating Leases - Other Finance Leases 2020 $ 61,198 $ 27 $ 2,037 $ 5,226 2021 59,800 — 1,042 3,886 2022 — — 879 1,292 2023 — — 749 162 2024 — — 677 — Thereafter — — 2,749 — Total minimum payments 120,998 27 8,133 10,566 Less imputed interest — (1 ) (1,924 ) (521 ) Less debt discount (2,348 ) — — — Debt premium 6,000 — — — Total debt and lease liabilities per balance sheet $ 124,650 $ 26 $ 6,209 $ 10,045 |
Schedule of maturity of operating leases | The following table summarizes the maturity of the Company's debt, operating and finance leases as of December 31, 2019 (in thousands): Debt Operating Leases - Related Party Operating Leases - Other Finance Leases 2020 $ 61,198 $ 27 $ 2,037 $ 5,226 2021 59,800 — 1,042 3,886 2022 — — 879 1,292 2023 — — 749 162 2024 — — 677 — Thereafter — — 2,749 — Total minimum payments 120,998 27 8,133 10,566 Less imputed interest — (1 ) (1,924 ) (521 ) Less debt discount (2,348 ) — — — Debt premium 6,000 — — — Total debt and lease liabilities per balance sheet $ 124,650 $ 26 $ 6,209 $ 10,045 |
Schedule of maturity of leases under ASC 840 | Future annual minimum lease payments and capital lease commitments as of December 31, 2018 were as follows (in thousands): Operating Leases - Related Party Operating Leases - Other Capital Leases 2020 $ 30 $ 986 $ 4,334 2021 8 946 3,375 2022 — 781 1,051 2023 — 386 — Thereafter — 1,350 — Total $ 38 $ 4,449 $ 8,760 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Year Ended December 31, 2019 2018 (in thousands) Cash paid for Interest $ 4,324 $ 3,989 Income tax — — Supplemental schedule of non-cash investing and financing activities Finance leases on equipment $ 2,754 $ 3,829 Change in accounts payable related to capital expenditures $ — $ (599 ) |
Earnings (loss) per Share (Tabl
Earnings (loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings (loss) per share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts): Year Ended December 31, 2019 2018 Basic and diluted: Net loss $ (68,399 ) $ (32,607 ) Weighted-average common shares 5,472 5,368 Basic and diluted net loss per share $ (12.50 ) $ (6.07 ) |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of condensed financial statements | The following table sets forth certain financial information with respect to the Company’s reportable segments for the years ended December 31, 2019 and 2018 (in thousands): Well Servicing Coiled Tubing Fluid Logistics Consolidated Year ended December 31, 2019 Operating revenues $ 91,521 $ 52,335 $ 44,566 $ 188,422 Direct operating costs 72,980 51,982 34,635 159,597 Segment profits $ 18,541 $ 353 $ 9,931 $ 28,825 Depreciation and amortization $ 9,697 $ 10,745 $ 8,962 $ 29,404 Capital expenditures (1) $ 6,042 $ 6,709 $ 2,678 $ 15,429 Total assets $ 65,401 $ 70,506 $ 44,504 $ 180,411 Long lived assets $ 50,609 $ 59,094 $ 33,537 $ 143,240 Year ended December 31, 2018 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 (1) $ 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 (1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end. |
Schedule of financial information with respect to reportable segments | Year Ended December 31, 2019 2018 Reconciliation of Operating Loss As Reported: Segment profits $ 28,825 $ 34,073 Less: Impairment of goodwill 19,222 — General and administrative expense 24,065 25,390 Depreciation and amortization 29,404 30,543 Operating loss (43,866 ) (21,860 ) Other income (expenses), net (24,677 ) (11,150 ) Pre-tax loss $ (68,543 ) $ (33,010 ) December 31, 2019 2018 Reconciliation of Total Assets As Reported: Total reportable segments $ 180,411 $ 243,199 Parent 9,854 13,186 Total assets $ 190,265 $ 256,385 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following tables show revenue disaggregated by primary geographical markets and major service lines for the years ended December 31, 2019 and 2018 (in thousands): Year ended December 31, 2019 Primary Geographical Markets Well Servicing Coiled Tubing Fluid Logistics Total South Texas $ 64,336 $ 16,652 $ 22,300 $ 103,288 East Texas (1) 5,089 — 1,941 7,030 Central Texas — — 10,842 10,842 West Texas 22,096 35,683 9,483 67,262 Total $ 91,521 $ 52,335 $ 44,566 $ 188,422 Year ended December 31, 2018 Primary Geographical Markets Well Servicing Coiled Tubing Fluid Logistics Total 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 (1) Includes revenues from the Company's operations in Pennsylvania. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense | included in the consolidated statements of operations consisted of the following (in thousands): Year Ended December 31, 2019 2018 Current: Federal $ — $ — State (32 ) 104 Foreign — (485 ) Total current income tax (benefit) expense (32 ) (381 ) Deferred: Federal (112 ) — State — (22 ) Foreign — — Total deferred income tax (benefit) expense (112 ) (22 ) Total income tax (benefit) expense $ (144 ) $ (403 ) |
Schedule of effective income tax reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 21% and the reported income tax benefit are summarized as follows (in thousands): Year Ended December 31, 2019 2018 Income tax benefit at statutory rate $ (14,394 ) $ (6,932 ) Nondeductible expenses 2,181 258 Change in deferred tax valuation allowance 20,989 (1,636 ) Change in uncertain tax position (8,282 ) 8,270 Foreign taxes — (472 ) State taxes (467 ) 46 Other (171 ) 63 $ (144 ) $ (403 ) |
Schedule of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 22,610 $ 6,993 Foreign tax credits 796 796 Acquisition expenses 491 855 Share-based compensation 418 141 Bad debts 965 252 Accrued expenses 1,546 2,529 Tax over book depreciation 4,195 7,019 Intangible assets 3,835 — Operating lease liabilities 1,331 — Disallowed interest expense 3,855 — Other 171 102 Total deferred tax assets 40,213 18,687 Less: valuation allowance (38,721 ) (17,732 ) Total deferred tax assets, net $ 1,492 $ 955 Deferred tax liabilities: Book over tax depreciation $ (356 ) $ (137 ) Intangible assets — (1,175 ) Operating lease right of use assets $ (1,381 ) $ — Total deferred tax liabilities $ (1,737 ) $ (1,312 ) Net deferred tax liability $ (245 ) $ (357 ) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule 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 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 Granted — $ — Vested (85,534 ) $ 11.00 Forfeited (71,990 ) $ 5.14 Unvested as of December 31, 2019 171,716 $ 11.00 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 5,224 | $ 8,083 |
Available to borrow | 4,100 | |
Debt outstanding | 124,650 | |
Revolving Loan Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 4,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | Senior Notes | Bridge Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt agreements | $ 0 | $ 50,000 |
Line of Credit | Carrying Amount | Term Loan Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt agreements | 62,335 | |
Line of Credit | Fair Value | Term Loan Agreement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt agreements | $ 56,895 | $ 65,794 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 5,224 | $ 8,083 | |
Cash - restricted | 73 | 73 | |
Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows | $ 5,297 | $ 8,156 | $ 35,480 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning balance | $ 1,186 | $ 1,581 |
Provision | 3,170 | 120 |
Bad debt write-off | 0 | (515) |
Allowance for doubtful accounts, ending balance | $ 4,356 | $ 1,186 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)service_lin | Dec. 31, 2018USD ($) | |
Accounting Policies [Abstract] | ||
Number of service lines | service_lin | 3 | |
Deferred financing cost | $ | $ 1.7 | $ 1 |
Master services agreement term | 30 days |
Acquisition of Cretic Energy _3
Acquisition of Cretic Energy Services, LLC - Additional Information (Details) - USD ($) | Nov. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,700,000 | $ 0 | |
Goodwill impairment charge | $ 19,200,000 | ||
Cretic Energy Services, LLC | |||
Business Acquisition [Line Items] | |||
Outstanding units acquired (percent) | 100.00% | ||
Aggregate purchase price | $ 69,100,000 | ||
Cash acquired from acquisition | $ 2,200,000 | ||
Contributed revenue | 5,900,000 | ||
Contributed net loss | $ (1,100,000) |
Acquisition of Cretic Energy _4
Acquisition of Cretic Energy Services, LLC - Pro Forma Information (Details) - Cretic Energy Services, LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 241,220 |
Net loss | $ (36,048) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||
Goodwill | $ 0 | $ 19,700,000 | |
Measurement period adjustment | (478,000) | ||
Impairment of goodwill | 19,222,000 | 0 | |
Amortization expenses | $ 1,600,000 | $ 1,200,000 | |
Cretic | |||
Goodwill [Line Items] | |||
Measurement period adjustment | $ 500,000 | ||
Capital finance leases | 1,000,000 | ||
Property and equipment, net | 800,000 | ||
Cash payment received | $ 300,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2018 | $ 19,700,000 | |
Measurement period adjustment | (478,000) | |
Impairment | (19,222,000) | $ 0 |
Balance at December 31, 2019 | $ 0 | $ 19,700,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets by Class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets | ||
Gross Carrying Value | $ 15,955 | $ 15,955 |
Accumulated Amortization | (3,616) | (1,975) |
Net Book Value | 12,339 | 13,980 |
Customer relationships | ||
Intangible Assets | ||
Gross Carrying Value | 11,378 | 11,378 |
Accumulated Amortization | (2,079) | (832) |
Net Book Value | 9,299 | 10,546 |
Trade names | ||
Intangible Assets | ||
Gross Carrying Value | 3,072 | 3,072 |
Accumulated Amortization | (515) | (496) |
Net Book Value | $ 2,557 | $ 2,576 |
Covenants not to compete | ||
Intangible Assets | ||
Useful Life (years) | 4 years | 4 years |
Gross Carrying Value | $ 1,505 | $ 1,505 |
Accumulated Amortization | (1,022) | (647) |
Net Book Value | $ 483 | $ 858 |
Minimum | Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 6 years | 6 years |
Minimum | Trade names | ||
Intangible Assets | ||
Useful Life (years) | 10 years | 10 years |
Maximum | Customer relationships | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Maximum | Trade names | ||
Intangible Assets | ||
Useful Life (years) | 15 years | 15 years |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,630 | |
2021 | 1,360 | |
2022 | 1,253 | |
2023 | 1,253 | |
2024 | 1,197 | |
Thereafter | 5,646 | |
Net Book Value | $ 12,339 | $ 13,980 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Property and equipment | ||
Property and equipment, gross | $ 194,542 | |
Accumulated depreciation | (45,934) | |
Property and equipment, net | 148,608 | |
Property and equipment and finance lease, gross | $ 189,177 | |
Accumulated depreciation | 63,768 | |
Property and equipment, net | 125,409 | |
Depreciation expense | 27,700 | 29,300 |
Gain on disposition of property plant equipment | 4,552 | 1,337 |
Well servicing equipment | ||
Summary of Property and equipment | ||
Property and equipment, gross | $ 132,562 | 128,647 |
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 | $ 20,627 | 32,132 |
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 | |
Autos and trucks - finance lease | ||
Summary of Property and equipment | ||
Property and equipment, gross | 20,416 | |
Autos and trucks - finance lease | $ 22,136 | |
Autos and trucks - finance lease | Minimum | ||
Summary of Property and equipment | ||
Property and equipment, estimated life | 5 years | |
Autos and trucks - finance lease | Maximum | ||
Summary of Property and equipment | ||
Property and equipment, estimated life | 10 years | |
Disposal wells | ||
Summary of Property and equipment | ||
Property and equipment, gross | $ 3,835 | 3,977 |
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 | $ 6,216 | 5,705 |
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, fixtures, and other | ||
Summary of Property and equipment | ||
Property and equipment, gross | $ 3,154 | 2,797 |
Furniture, fixtures, and other | Minimum | ||
Summary of Property and equipment | ||
Property and equipment, estimated life | 3 years | |
Furniture, fixtures, and other | Maximum | ||
Summary of Property and equipment | ||
Property and equipment, estimated life | 15 years | |
Land | ||
Summary of Property and equipment | ||
Property and equipment, gross | $ 647 | 868 |
Finance Leased Assets | ||
Summary of Property and equipment | ||
Depreciation expense | $ 4,500 | $ 3,400 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued wages | $ 1,192 | $ 3,028 |
Accrued insurance | 6,981 | 5,228 |
Accrued deferred interest | 2,081 | 2,098 |
Accrued property taxes | 1,470 | 1,064 |
Other accrued expenses | 1,010 | 2,930 |
Total accrued expenses | $ 12,734 | $ 14,348 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2019 | Nov. 14, 2019 | Mar. 04, 2019 | Dec. 31, 2018 | Apr. 13, 2017 |
Debt Instrument [Line Items] | |||||
Total debt | $ 134,695,000 | $ 130,416,000 | |||
Less: Current portion | (72,059,000) | (59,321,000) | |||
Total long-term debt | 62,636,000 | 71,095,000 | |||
Net debt discount | 2,348,000 | ||||
Term Loan Agreement of $47.4 million and $60.0 million, plus $12.4 million and $6.0 million of accrued interest paid-in-kind and net of debt discount of $2.3 million and $3.6 million as of December 31, 2019 and December 31, 2018, respectively | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Total debt | 57,506,000 | 62,335,000 | |||
Maximum borrowing capacity | 47,400,000 | 60,000,000 | $ 60,000,000 | ||
Accrued interest paid in kind | 12,400,000 | 6,000,000 | |||
Net debt discount | 2,300,000 | 3,600,000 | |||
Line of Credit | Revolving Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Total debt | 4,000,000 | 0 | |||
PIK Notes | PIK Notes, plus $0.9 million of accrued interest paid-in-kind, and including $6.0 million accretion of interest and conversion premium as of December 31, 2019 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 58,646,000 | 0 | |||
Debt instrument, face amount | $ 48,900,000 | $ 51,800,000 | |||
Accrued interest paid in kind | 900,000 | ||||
Accretion of interest and conversion premium | 6,000,000 | ||||
Senior Notes | Bridge Loan of $50.0 million, net of debt discount of $0.4 million as of December 31, 2018 | |||||
Debt Instrument [Line Items] | |||||
Total debt | 0 | 49,568,000 | |||
Net debt discount | 400,000 | ||||
Debt instrument, face amount | 50,000,000 | ||||
Third party equipment notes and capital leases | |||||
Debt Instrument [Line Items] | |||||
Total debt | 10,045,000 | 13,319,000 | |||
Insurance notes | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 4,498,000 | $ 5,194,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Mar. 20, 2020 | Jan. 01, 2020 | Jul. 01, 2019 | Mar. 04, 2019 | Nov. 16, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 14, 2019 | Mar. 03, 2019 | Apr. 13, 2017 |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, PIK interest rate (percent) | 11.00% | 9.00% | ||||||||
Interest paid-in-kind | $ 9,113,000 | $ 4,285,000 | ||||||||
Debt outstanding | 124,650,000 | |||||||||
Senior Notes | 9% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 50,000,000 | |||||||||
Line of Credit | Revolving Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt outstanding | $ 4,000,000 | |||||||||
PIK Notes | PIK Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 51,800,000 | $ 48,900,000 | ||||||||
Debt instrument, stated interest rate (percent) | 5.00% | |||||||||
Capitalized interest | $ 900,000 | |||||||||
Debt instrument, uncured payment default amount to trigger acceleration of debt due date | $ 5,000,000 | |||||||||
Debt instrument, period to waive or cure debt default | 30 days | |||||||||
Debt holders who must approve waiver or cure debt default (percent) | 25.00% | |||||||||
Debt instrument, redemption price (percent) | 100.00% | |||||||||
PIK convertible note, conversion rate, discount per share (percent) | 15.00% | |||||||||
Debt instrument, effective interest rate (percent) | 15.00% | |||||||||
Accretion of conversion premium | $ 4,200,000 | |||||||||
Debt conversion rate, principal amount basis | $ 100 | |||||||||
Gross proceeds | $ 51,800,000 | |||||||||
Debt issuance costs recognized in interest expense | $ 1,600,000 | |||||||||
PIK Notes | PIK Notes | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capitalized interest | $ 1,300,000 | |||||||||
Insurance notes | Insurance Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, stated interest rate (percent) | 3.27% | 4.68% | ||||||||
Cretic Energy Services, LLC | Senior Notes | 9% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, cash interest rate (percent) | 5.00% | |||||||||
Debt instrument, PIK interest rate (percent) | 9.00% | |||||||||
Term of last-out bridge loans | 1 year | |||||||||
Debt instrument, face amount | $ 50,000,000 | |||||||||
Debt instrument, stated interest rate (percent) | 14.00% | |||||||||
Line of Credit | Term Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 47,400,000 | $ 60,000,000 | $ 60,000,000 | |||||||
Debt instrument, cash interest rate (percent) | 5.00% | |||||||||
Debt instrument, PIK interest rate (percent) | 7.00% | |||||||||
Debt instrument, PIK interest rate, increase (percent) | 2.00% | |||||||||
Interest paid-in-kind | 6,400,000 | 6,000,000 | ||||||||
Line of Credit | Cretic Energy Services, LLC | Amendment to New First Lien Term Loan Facility (Exit Facility) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 10,000,000 | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | 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% | |||||||||
Letters of credit outstanding, amount | $ 7,200,000 | |||||||||
Remaining availability under revolving loan agreement | $ 4,100,000 | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | Revolving Loan Agreement | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 27,500,000 | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | LIBOR | Revolving Loan Agreement | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 4.25% | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | LIBOR | Minimum | Revolving Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 2.50% | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | LIBOR | Maximum | Revolving Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 3.25% | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | Base Rate | Revolving Loan Agreement | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 3.25% | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | Base Rate | Minimum | Revolving Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1.50% | |||||||||
Revolving Credit Facility | Cretic Energy Services, LLC | Base Rate | Maximum | Revolving Loan Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 2.25% |
Commitments and Contingencies -
Commitments and Contingencies - Concentration of Risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Insurance coverage | $ 250,000 | |
Largest Customer | Consolidated Revenues | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 10.00% | 14.00% |
Largest Customer | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 19.00% | 5.00% |
Five Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 36.00% | 44.00% |
Five Largest Customers | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 34.00% | 28.00% |
Ten Largest Customers | Consolidated Revenues | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 45.00% | 55.00% |
Ten Largest Customers | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Risk percent | 40.00% | 31.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Self-Insurance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain Contingencies [Line Items] | ||
Limit excess policy | $ 10,000 | $ 10,000 |
Claims made in excess amount | $ 2,000 | 1,000 |
Percent of paid claims | 15.00% | |
Claims made in excess amount due | $ 2,000 | 1,000 |
Auto Liability and General Liability Insurances | ||
Gain Contingencies [Line Items] | ||
Self insurance reserve basic coverage | 2,000 | 250 |
Employee Group Medical Plan | ||
Gain Contingencies [Line Items] | ||
Self insurance reserve basic coverage | 150 | |
Self insurance reserve | $ 7,000 | $ 5,200 |
Minimum | ||
Gain Contingencies [Line Items] | ||
Percent of paid claims | 15.00% | |
Maximum | ||
Gain Contingencies [Line Items] | ||
Percent of paid claims | 17.00% |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Remaining term of operating lease | 10 years |
Remaining term of finance lease | 3 years |
Finance lease, period before option to terminate | 1 year |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance lease cost: | |
Amortization of right-of-use assets | $ 4,495 |
Interest on lease liabilities | 529 |
Operating lease cost: | |
Lease expense | 1,838 |
Short-term lease cost | 1,787 |
Total lease cost | 8,649 |
Variable lease cost | $ 284 |
Leases - Components of Balance
Leases - Components of Balance Sheet (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases: | |
Operating lease right-of-use assets (non-current) | $ 6,235 |
Current portion of operating lease liabilities | 1,476 |
Long-term operating lease liabilities, net of current portion | 4,759 |
Finance leases: | |
Property and equipment, net | 14,467 |
Current portion of long-term debt | 4,915 |
Long-term debt, net of current portion and debt discount | $ 5,130 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows for operating leases | $ 3,625 |
Operating cash flows for finance leases - interest | 529 |
Financing cash flows for finance leases | 5,038 |
Noncash activities from right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 7,390 |
Finance leases | $ 2,754 |
Weighted-average remaining lease term: | |
Operating leases | 7 years 7 months |
Finance leases | 3 years 1 month |
Weighted-average discount rate for operating leases (percent) | 7.10% |
Weighted-average discount rate for finance leases (percent) | 5.10% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2020 | $ 61,198 |
2021 | 59,800 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total minimum payments | 120,998 |
Less debt discount | (2,348) |
Debt premium | 6,000 |
Debt | 124,650 |
Finance Lease, Liability, Payment, Due [Abstract] | |
2020 | 5,226 |
2021 | 3,886 |
2022 | 1,292 |
2023 | 162 |
2024 | 0 |
Thereafter | 0 |
Total minimum lease payments | 10,566 |
Less imputed interest | (521) |
Total lease liabilities per balance sheet | 10,045 |
Operating Leases - Other | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | 2,037 |
2021 | 1,042 |
2022 | 879 |
2023 | 749 |
2024 | 677 |
Thereafter | 2,749 |
Total minimum lease payments | 8,133 |
Less imputed interest | (1,924) |
Total lease liabilities per balance sheet | 6,209 |
Operating Leases - Related Party | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2020 | 27 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total minimum lease payments | 27 |
Less imputed interest | (1) |
Total lease liabilities per balance sheet | $ 26 |
Leases - Maturity of Leases und
Leases - Maturity of Leases under ASC 840 (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Capital Leases | |
2020 | $ 4,334 |
2021 | 3,375 |
2022 | 1,051 |
2023 | 0 |
Thereafter | 0 |
Total | 8,760 |
Related Party | |
Lessee, Lease, Description [Line Items] | |
2020 | 30 |
2021 | 8 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | 38 |
Other | |
Lessee, Lease, Description [Line Items] | |
2020 | 986 |
2021 | 946 |
2022 | 781 |
2023 | 386 |
Thereafter | 1,350 |
Total | $ 4,449 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for | ||
Interest | $ 4,324 | $ 3,989 |
Income tax | 0 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Finance leases on equipment | 2,754 | 3,829 |
Change in accounts payable related to capital expenditures | $ 0 | $ (599) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Related party expenses | $ 900,000 | $ 1,100,000 |
Related party revenue | 0 | 0 |
Related party accounts receivable | 0 | 0 |
Related parties payable | 0 | $ 0 |
Ascribe | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||
Related Party Transaction [Line Items] | ||
Debt due to related party | 16,200,000 | |
Solace | Line of Credit | New First Lien Term Loan Facility (Exit Facility) | ||
Related Party Transaction [Line Items] | ||
Debt due to related party | 14,800,000 | |
Medium-term Notes | Ascribe | Rights Offering Notes | ||
Related Party Transaction [Line Items] | ||
Debt due to related party | 28,700,000 | |
Medium-term Notes | Solace | Rights Offering Notes | ||
Related Party Transaction [Line Items] | ||
Debt due to related party | $ 21,100,000 |
Earnings (loss) per Share - Com
Earnings (loss) per Share - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted: | ||
Net loss | $ (68,399) | $ (32,607) |
Weighted-average common shares (in shares) | 5,472 | 5,368 |
Basic and diluted net loss per share (in dollars per share) | $ (12.50) | $ (6.07) |
Earnings (loss) per Share - Ad
Earnings (loss) per Share - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock | ||
Class of Stock [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 171,716 | 329,240 |
Business Segment Information -
Business Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
- Financial Information by Segm
- Financial Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 188,422 | $ 180,898 |
Direct operating costs | 159,597 | 146,825 |
Segment profits | (43,866) | (21,860) |
Depreciation and amortization | 29,404 | 30,543 |
Capital expenditures | 15,429 | 22,085 |
Total assets | 190,265 | 256,385 |
Long lived assets | 143,240 | 182,288 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment profits | 28,825 | 34,073 |
Total assets | 180,411 | 243,199 |
Well Servicing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 91,521 | 83,035 |
Direct operating costs | 72,980 | 67,889 |
Depreciation and amortization | 9,697 | 10,324 |
Capital expenditures | 6,042 | 5,080 |
Long lived assets | 50,609 | 52,314 |
Well Servicing | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment profits | 18,541 | 15,146 |
Total assets | 65,401 | 79,236 |
Coiled Tubing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 52,335 | 39,572 |
Direct operating costs | 51,982 | 32,384 |
Depreciation and amortization | 10,745 | 6,480 |
Capital expenditures | 6,709 | 12,961 |
Long lived assets | 59,094 | 84,588 |
Coiled Tubing | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment profits | 353 | 7,188 |
Total assets | 70,506 | 113,008 |
Fluid Logistics | ||
Segment Reporting Information [Line Items] | ||
Revenues | 44,566 | 58,291 |
Direct operating costs | 34,635 | 46,552 |
Depreciation and amortization | 8,962 | 13,739 |
Capital expenditures | 2,678 | 4,044 |
Long lived assets | 33,537 | 45,386 |
Fluid Logistics | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment profits | 9,931 | 11,739 |
Total assets | $ 44,504 | $ 50,955 |
Business Segment Information _2
Business Segment Information - Reconciliation of Operating Loss and Total Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Operating Loss As Reported: | ||
Profits (loss) | $ (43,866) | $ (21,860) |
Impairment of goodwill | 19,222 | 0 |
General and administrative expense | 24,065 | 25,390 |
Depreciation and amortization | 29,404 | 30,543 |
Other income (expenses), net | (24,677) | (11,150) |
Pre-tax loss | (68,543) | (33,010) |
Reconciliation of Total Assets As Reported: | ||
Total assets | 190,265 | 256,385 |
Reportable Segments | ||
Reconciliation of Operating Loss As Reported: | ||
Profits (loss) | 28,825 | 34,073 |
Reconciliation of Total Assets As Reported: | ||
Total assets | 180,411 | 243,199 |
Parent | ||
Reconciliation of Total Assets As Reported: | ||
Total assets | $ 9,854 | $ 13,186 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 188,422 | $ 180,898 |
South Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 103,288 | 104,387 |
East Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7,030 | 7,576 |
Central Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,842 | 14,028 |
West Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 67,262 | 54,907 |
Well Servicing | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 91,521 | 83,035 |
Well Servicing | South Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 64,336 | 41,505 |
Well Servicing | East Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,089 | 4,536 |
Well Servicing | Central Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Well Servicing | West Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,096 | 36,994 |
Coiled Tubing | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 52,335 | 39,572 |
Coiled Tubing | South Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 16,652 | 34,137 |
Coiled Tubing | East Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Coiled Tubing | Central Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Coiled Tubing | West Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 35,683 | 5,435 |
Fluid Logistics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,566 | 58,291 |
Fluid Logistics | South Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,300 | 28,745 |
Fluid Logistics | East Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,941 | 3,040 |
Fluid Logistics | Central Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,842 | 14,028 |
Fluid Logistics | West Texas | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 9,483 | $ 12,478 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (32) | 104 |
Foreign | 0 | (485) |
Total current income tax (benefit) expense | (32) | (381) |
Deferred: | ||
Federal | (112) | 0 |
State | 0 | (22) |
Foreign | 0 | 0 |
Total deferred income tax (benefit) expense | (112) | (22) |
Total income tax (benefit) expense | $ (144) | $ (403) |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory rate | $ (14,394) | $ (6,932) |
Nondeductible expenses | 2,181 | 258 |
Change in deferred tax valuation allowance | 20,989 | (1,636) |
Change in uncertain tax position | (8,282) | 8,270 |
Foreign taxes | 0 | (472) |
State taxes | (467) | 46 |
Other | (171) | 63 |
Total income tax (benefit) expense | $ (144) | $ (403) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 22,610 | $ 6,993 |
Foreign tax credits | 796 | 796 |
Acquisition expenses | 491 | 855 |
Share-based compensation | 418 | 141 |
Bad debts | 965 | 252 |
Accrued expenses | 1,546 | 2,529 |
Tax over book depreciation | 4,195 | 7,019 |
Intangible assets | 3,835 | 0 |
Operating lease liabilities | 1,331 | |
Disallowed interest expense | 3,855 | 0 |
Other | 171 | 102 |
Total deferred tax assets | 40,213 | 18,687 |
Less: valuation allowance | (38,721) | (17,732) |
Total deferred tax assets, net | 1,492 | 955 |
Deferred tax liabilities: | ||
Book over tax depreciation | (356) | (137) |
Intangible assets | 0 | (1,175) |
Operating lease right of use assets | (1,381) | |
Total deferred tax liabilities | (1,737) | (1,312) |
Net deferred tax liability | $ (245) | $ (357) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ (38,721) | $ (17,732) |
Change in deferred tax valuation allowance | 20,989 | (1,636) |
Uncertain tax benefits from prior period tax positions | 39,400 | |
Gross deferred tax assets | 8,300 | $ 8,300 |
Domestic | ||
Operating Loss Carryforwards [Line Items] | ||
Federal operating loss carry forward | 106,600 | |
Domestic | Begin To Expire In 2033 | ||
Operating Loss Carryforwards [Line Items] | ||
Federal operating loss carry forward | 52,000 | |
Domestic | Carries Forward Indefinitely | ||
Operating Loss Carryforwards [Line Items] | ||
Federal operating loss carry forward | $ 54,600 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 13, 2017 | |
Share-based Payment Arrangement [Abstract] | |||
Maximum shares for issuance (in shares) | 750,000 | ||
Share-based compensation expense | $ 0.9 | $ 1.1 | |
Unrecognized compensation cost | $ 1.7 | ||
Compensation cost recognition period | 1 year 7 months 28 days |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock and Restricted Stock Unit Grant Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Outstanding beginning balance (in shares) | 329,240 | 363,600 |
Granted (in shares) | 0 | 86,400 |
Vested (in shares) | (85,534) | (103,680) |
Forfeited (in shares) | (71,990) | (17,080) |
Outstanding ending balance (in shares) | 171,716 | 329,240 |
Weighted Average Grant Date Fair Value | ||
Outstanding beginning balance (in usd per share) | $ 9.68 | $ 11 |
Granted (in usd per share) | 0 | 4.70 |
Vested (in usd per share) | 11 | 9.92 |
Forfeited (in usd per share) | 5.14 | 11 |
Outstanding ending balance (in usd per share) | $ 11 | $ 9.68 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Dec. 19, 2019 | Mar. 04, 2019 |
Subsequent Event [Line Items] | ||
Merger Agreement term, target net debt amount of acquiree | $ 3,000,000 | |
Merger Agreement term, decrease of exchange ratio | 0.25% | |
Merger Agreement term, decrease of exchange ratio, net debt amount in excess of target new debt | $ 700,000 | |
Merger Agreement term, percentage of merger consideration to be allocated to acquiree | 1.50% | |
Merger Agreement term, percentage of merger consideration to be allocated, remaining | 98.50% | |
Class A Common Stock | ||
Subsequent Event [Line Items] | ||
Shares received as percentage of acquirer's common stock issued and outstanding | 35.00% | |
PIK Notes | Subordinated Convertible Notes | ||
Subsequent Event [Line Items] | ||
Debt instrument, stated interest rate (percent) | 5.00% | |
Ascribe Entities and Solace | ||
Subsequent Event [Line Items] | ||
Convertible preferred stock, exchanged amount | $ 30,000,000 | |
Preferred stock dividend rate, percentage | 5.00% | |
Convertible preferred stock, conversion term, percentage of outstanding common stock | 20.00% | |
Maximum | ||
Subsequent Event [Line Items] | ||
Merger Agreement term, decrease of exchange ratio | 0.73% | |
Newco | Former stockholders of the Company, Holders of Forbes Convertible PIK Notes, and Holders of Preferred Stock | ||
Subsequent Event [Line Items] | ||
Ownership percentage | 48.00% |