Organization and Nature of Operations | Organization and Nature of Operations Nature of Business Forbes Energy Services Ltd., or FES Ltd., is an independent oilfield services contractor that provides a wide range of well site services to oil and natural gas drilling and producing companies to help develop and enhance the production of oil and natural gas. These services include fluid hauling, fluid disposal, well maintenance, completion services, workovers and re-completions and plugging and abandonment. The Company's operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with an additional location in Pennsylvania. The Company believes that its broad range of services, which extends from initial drilling, through production, to eventual abandonment, is fundamental to establishing and maintaining the flow of oil and natural gas throughout the life cycle of its customers' wells. As used in these Consolidated Financial Statements, the “Company,” “we,” and “our” mean FES Ltd. and its direct and indirect subsidiaries, except as otherwise indicated. Chapter 11 Proceedings On January 22, 2017, FES Ltd. and its domestic subsidiaries, or collectively, the Debtors, filed voluntary petitions, or the Bankruptcy Petitions, for reorganization under chapter 11 of the United States Bankruptcy Code, or the Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of Texas-Corpus Christi Division, or the Bankruptcy Court, pursuant to the terms of a restructuring support agreement that contemplated the reorganization of the Debtors pursuant to a prepackaged plan of reorganization, as amended and supplemented, the Plan. On March 29, 2017, the Bankruptcy Court entered an order confirming the Plan. On April 13, 2017, or the Effective Date, the Plan became effective pursuant to its terms and the Debtors emerged from their chapter 11 cases. Effect of the Bankruptcy Proceedings During the bankruptcy proceedings, the Debtors conducted normal business activities and were authorized to pay certain vendor payments, wage payments and tax payments in the ordinary course. In addition, subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors or their property to recover, collect, or secure a prepetition claim. For example, the Bankruptcy Petitions prohibited lenders or note holders from pursuing claims for defaults under the Debtors’ debt agreements during the pendency of the chapter 11 cases. The Plan Under the Plan, which was approved by the Bankruptcy Court and became effective on the Effective Date,: • FES Ltd. converted from a Texas corporation to a Delaware corporation; • All prior equity interests (which included FES Ltd.’s prior common stock, par value $0.04 per share, or the Old Common Stock, FES Ltd.’s prior preferred stock, awards under FES Ltd.’s prior incentive compensation plans, or the Prior Compensation Plans, and the preferred stock purchase rights under the rights agreement dated as of May 19, 2008 as subsequently amended on July 8, 2013, or the Rights Agreement, between FES Ltd. and CIBC Mellon Trust Company, as rights agent) in FES Ltd. were extinguished without recovery; • FES Ltd. created a new class of common stock, par value $0.01 per share, or the New Common Stock; • Approximately $280 million in principal amount of FES Ltd.'s prior 9% senior notes due 2019, or the Prior Senior Notes, plus accrued interest of $28.1 million were canceled and each holder of the Prior Senior Notes received such holder’s pro rata share of (i) $20.0 million in cash and (ii) 100% of the New Common Stock, subject to dilution only as a result of the shares of New Common Stock issued or available for issuance in connection with a management incentive plan, or the Management Incentive Plan. A total of 5,249,997 shares of New Common Stock was issued to the holders of the Prior Senior Notes; • The Debtors entered into the New Loan Agreement (see Note 6 - Long-Term Debt), with certain financial institutions party thereto from time to time as lenders, or the Lenders, and Wilmington Trust, National Association, as agent for the Lenders; • FES Ltd. adopted the Management Incentive Plan, which provides for the issuance of equity-based awards with respect to, in the aggregate, up to 750,000 shares of New Common Stock; • The Debtors’ loan and security agreement governing their revolving credit facility dated as of September 9, 2011 as subsequently amended, or the Prior Loan Agreement, with Regions Bank, or Regions, as the sole lender party thereto, or the Lender, was terminated and a new letter of credit facility was entered into with Regions, or the New Regions Letters of Credit Facility, which covers letters of credit and the Company's credit card program. Regions continues to hold the cash pledged to support the New Regions Letters of Credit Facility in the amount of $10.1 million as of November 6, 2017; • The Debtors paid off the outstanding principal balance of $15 million plus outstanding interest and fees under the Prior Loan Agreement, and the Prior Loan Agreement was terminated in accordance with the Plan; • Holders of allowed creditor claims, aside from holders of the Prior Senior Notes, received, on account of such claims, either payment in full in cash or otherwise had their rights reinstated; and • FES Ltd. entered into a registration rights agreement with certain of its stockholders to provide registration rights with respect to the New Common Stock. Fresh Start Accounting Upon emergence from bankruptcy, the Company adopted fresh start accounting in accordance with the provisions of Accounting Standards Codification, or ASC, 852, “Reorganizations,” or ASC 852, as (i) the holders of Old Common Stock received none of the New Common Stock issued upon the Debtors' emergence from bankruptcy and (ii) the reorganization value of the Company's assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims. The Company applied fresh start accounting from and after the Effective Date. Fresh start accounting required the Company to present its assets, liabilities and equity as if it were a new entity upon emergence from bankruptcy, with no beginning retained earnings or deficit as of the fresh start reporting date. The cancellation of the Old Common Stock and the issuance of the New Common Stock on the Effective Date caused a change of control of FES Ltd. under ASC 852. As a result of the adoption of fresh start accounting, the Company’s unaudited condensed consolidated financial statements from and after April 13, 2017 will not be comparable to its financial statements prior to such date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company from and after April 13, 2017. References to “Predecessor” or “Predecessor Company” relate to the financial position and results of operations of the Company on or prior to April 12, 2017. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets and liabilities in conformity with ASC 805, Business Combinations, or ASC 805. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. Under ASC 852, the Successor Company must determine a value to be assigned to the equity of the emerging company as of the date of adoption of fresh start accounting. Enterprise value represents the fair value of an entity’s interest-bearing debt and stockholders’ equity. In the updated valuation analysis submitted to (and confirmed by) the Bankruptcy Court, the Company estimated a range of enterprise values between $176 million and $210 million , with a midpoint of $193 million . The Company deemed it appropriate to use the low end of the range to determine the final enterprise value of $176 million for fresh-start accounting. The low end of the enterprise value range was selected based on significant market volatility around the emergence. The Company calculated an enterprise value for the Successor Company using a discounted cash flow, or DCF, analysis under the income approach. Under our DCF analysis, the Company calculated an estimate of future cash flows for the period ranging from 2017 to 2021 and discounted estimated future cash flows to present value. The estimated cash flows for the period 2017 to 2021 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable, and a tax rate of 35.0% . A terminal value was included based on the cash flows of the final year of the forecast period. The discount rate of 16.9% was estimated based on an after-tax weighted average cost of capital, or the WACC, reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. The estimated enterprise value and the equity value are highly dependent on the achievement of the future financial results contemplated in the projections that were set forth in the Plan. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties. The primary assumptions for which there is a reasonable possibility of the occurrence of a variation that would have significantly affected the reorganization value include revenue growth, operating expenses, the amount and timing of capital expenditures and the discount rate utilized. Fresh start accounting reflects the value of the Successor Company as determined in the confirmed Plan. Under fresh start accounting, asset values are remeasured and allocated based on their respective fair values in conformity with the acquisition method of accounting for business combinations in ASC 805. Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor accumulated depreciation, accumulated amortization and retained deficit were eliminated. Machinery and Equipment To estimate the fair value of machinery and equipment, the Company considered the income approach, the cost approach, and the sales comparison (market) approach for each individual asset. The primary approaches that were relied upon to value these assets were the cost approach and the market approach. Although the income approach was not applied to value the machinery and equipment assets individually, the Company did consider the earnings of the enterprise of which these assets are a part. When more than one approach is used to develop a valuation, the various approaches are reconciled to determine a final value conclusion. The typical starting point or basis of the valuation estimate is replacement cost new, or the RCN, reproduction cost new, or the CRN, or a combination of both. Once the RCN and CRN estimates are adjusted for physical and functional conditions, they are then compared to market data and other indications of value, where available, to confirm results obtained by the cost approach. Where direct RCN estimates were not available or deemed inappropriate, the CRN for machinery and equipment was estimated using the indirect (trending) method, in which percentage changes in applicable price indices are applied to historical costs to convert them into indications of current costs. To estimate the CRN amounts, inflation indices from established external sources were then applied to historical costs to estimate the CRN for each asset. The market approach measures the value of an asset through an analysis of recent sales or offerings of comparable property, and considers physical, functional and economic conditions. Where direct or comparable matches could not be reasonably obtained, the Company utilized the percent of cost technique of the market approach. This technique looks at general sales, sales listings, and auction data for each major asset category. This information is then used in conjunction with each asset’s effective age to develop ratios between the sales price and RCN or CRN of similar asset types. A market-based depreciation curve was developed and applied to asset categories where sufficient sales and auction information existed. Where market information was not available or a market approach was deemed inappropriate, the Company developed a cost approach. In doing so, an indicated value is derived by deducting physical deterioration from the RCN or CRN of each identifiable asset or group of assets. Physical deterioration is the loss in value or usefulness of a property due to the using up or expiration of its useful life caused by wear and tear, deterioration, exposure to various elements, physical stresses, and similar factors. Functional and economic obsolescence related to these was also considered. Any functional obsolescence due to excess capital costs was eliminated through the direct method of the cost approach to estimate the RCN. Economic obsolescence was also applied to stacked and underutilized assets based on the status of the asset. Economic obsolescence was also considered in situations in which the earnings of the applicable business segment in which the assets are employed suggest economic obsolescence. When penalizing assets for economic obsolescence, an additional economic obsolescence penalty was levied, while considering scrap value to be the floor value for an asset. Intangible Assets The financial information used to estimate the fair values of intangible assets was consistent with the information used in estimating the Company’s enterprise value. Trademarks were valued utilizing the relief from royalty method of the income approach. Significant inputs and assumptions included remaining useful lives, the forecasted revenue streams, an applicable royalty rate, tax rate, and applicable discount rate. Customer relationships were valued using a multi-period excess earnings method, and were split between well servicing relationships and fluid servicing relationships. There was no value attributed to the fluid servicing customer relationships. Significant inputs and assumptions for both relationship analyses included the expected attrition rate, forecasted revenue streams, contributory asset charges, and an applicable discount rate. Covenants not to compete were valued using a with and without method under the income approach. Significant inputs and assumptions included the expected impact on revenues under competition, the forecasted revenue streams, the probability of competition if the non-compete were not in place, and an applicable discount rate. The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in millions): Enterprise value $ 176 Plus: Cash and cash equivalents 20 Plus: Fair value on non-debt liabilities, net 20 Reorganization value of Successor assets $ 216 Condensed Consolidated Balance Sheet The adjustments set forth in the following condensed consolidated balance sheet as of the Effective Date reflect the effects of the transactions contemplated by the Plan and carried out by the Company, which are reflected in the column titled “Reorganization Adjustments,” as well as fair value adjustments as a result of the adoption of fresh start accounting, which are reflected in the column titled “Fresh Start Adjustments.” The following table reflects the reorganization and application of ASC 852 on the Company's condensed consolidated balance sheet at April 12, 2017: Predecessor Company Reorganization Adjustments Fresh Start Adjustments Successor Company (in thousands, except par value) Assets Current assets Cash and cash equivalents $ 17,500 $ 2,360 (a) $ — $ 19,860 Cash - restricted 27,579 6,400 (a) — 33,979 Accounts receivable - trade 17,237 — — 17,237 Accounts receivable - other 930 — — 930 Prepaid expenses and other 6,099 45 (b) — 6,144 Other current assets 567 — — 567 Total current assets 69,912 8,805 — 78,717 Property and equipment, net 220,326 — (97,442 ) (g) 122,884 Intangible assets, net 3,068 — 9,587 (h) 12,655 Other assets 2,178 (12 ) (b) — 2,166 Total assets $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Liabilities, Temporary Equity and Shareholders’ Equity (Deficit) Current liabilities Current portions of long-term debt $ 18,064 $ (15,000 ) (a) $ — $ 3,064 Accounts payable - trade 12,238 (1,125 ) (b) — 11,113 Accounts payable - related parties 20 — — 20 Accrued expenses 9,293 (82 ) (a) (65 ) (i) 9,146 Total current liabilities 39,615 (16,207 ) (65 ) 23,343 Long-term debt, net of current portion 84 45,000 (c) — 45,084 Deferred tax liability 1,049 — (685 ) (j) 364 Liabilities subject to compromise 308,072 (308,072 ) (d) — — Total liabilities 348,820 (279,279 ) (750 ) 68,791 Temporary equity Predecessor Series B senior convertible preferred shares, 588 shares outstanding at December 31, 2016 15,344 (15,344 ) (e) — — Stockholders’ equity (deficit) Predecessor common stock, $0.04 par value, 112,500 shares authorized; 22,215 shares outstanding at December 31, 2016 889 (889 ) (e) — — Predecessor additional paid-in capital 193,431 (193,431 ) (e) — — Successor common stock, $0.01 par value, 40,000 shares authorized; 5,250 shares issued and outstanding — 53 (f) — 53 Successor additional paid-in capital — 147,578 (f) — 147,578 Accumulated retained earnings (deficit) (263,000 ) 350,105 (e) (87,105 ) (k) — Total stockholders’ equity (deficit) (68,680 ) 303,416 (87,105 ) 147,631 Total liabilities, temporary equity and stockholders’ equity (deficit) $ 295,484 $ 8,793 $ (87,855 ) $ 216,422 Reorganization Adjustments Reorganization adjustments reflect amounts recorded on the Effective Date for the effect of implementation of the Plan. The significant reorganization adjustments are summarized as follows (in thousands): (a) Reflects the net sources of cash on the Effective Date from implementation of the Plan: Sources: First Lien Term Loan $ 50,000 Uses: Payment to Holders of the Prior Senior Notes $ (20,000 ) Payoff of Prior Loan Agreement (15,000 ) Payoff of Prior Loan Agreement accrued interest (82 ) Restricted cash (6,400 ) Debt issuance costs (5,000 ) Professional Fees (1,158 ) Total Uses (47,640 ) Net Sources $ 2,360 (b) Reflects the net payment of $1.1 million in professional fees. (c) Represents the issuance of the new debt, net of loan costs, in connection with the Plan. (d) Reflects the settlement of Liabilities Subject to Compromise in accordance with the Plan as follows: Liabilities subject to compromise of the Predecessor Company: Prior Senior Notes and accrued interest $ 308,072 Fair value of equity issued to Prior Senior Noteholders (147,631 ) Cash payments to Prior Senior Noteholders (20,000 ) Gain on settlement of liabilities subject to compromise $ 140,441 (e) Reflects the cumulative impact of reorganization adjustments discussed above: Gain on settlement of liabilities subject to compromise $ 140,441 Cancellation of Predecessor temporary equity and permanent equity 209,664 Net impact to retained earnings (deficit) $ 350,105 (f) Reflects the issuance of 5,249,997 shares, valued at $28.12 per share, of New Common Stock in accordance with the Plan. Fresh start Accounting Adjustments Fresh start accounting adjustments are necessary to reflect assets at their estimated fair values and to eliminate accumulated deficit. (g) An adjustment of $97.4 million was recorded to decrease the net book value of property and equipment to estimated fair value. The components of property and equipment, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Predecessor Company Fresh start adjustments Successor Company Well servicing equipment $ 165,585 $ (88,033 ) $ 77,552 Autos and trucks 26,660 7,392 34,052 Disposal wells 15,890 (12,080 ) 3,810 Buildings and improvements 9,766 (4,424 ) 5,342 Furniture and fixtures 901 359 1,260 Land 1,524 (656 ) 868 $ 220,326 $ (97,442 ) $ 122,884 (h) An adjustment of $9.6 million was recorded to increase the net book value of intangible assets to estimated fair value. The components of intangibles, net as of the Effective Date and the fair value at the Effective Date are summarized in the following table (in thousands). Useful Life (years) Predecessor Company Fresh start adjustments Successor Company Trade Names 15 $ 3,068 $ (596 ) $ 2,472 Covenants not to compete 4 — 1,505 1,505 Customer relationships 15 — 8,678 8,678 $ 3,068 $ 9,587 $ 12,655 Estimated amortization expense of the intangible assets is as follows (in thousands): Year ending December 31, Amortization 2017 $ 793 2018 1,120 2019 1,120 2020 1,120 2021 853 2022 743 Thereafter 6,906 $ 12,655 (i) Reflects adjustment decreasing the Company's asset retirement obligation to estimated fair value. (j) Reflects a reduction in deferred tax liabilities recorded as of the Effective Date as determined in accordance with ASC 740 - Income Taxes. The reduction in deferred tax liabilities was primarily the result of the revaluation of the Company’s property and equipment and intangible assets under fresh start accounting. (k) Reflects the cumulative impact of fresh start adjustments discussed above (in thousands): Intangible assets fair value adjustments $ 9,587 Property and equipment fair value adjustments (97,442 ) Asset retirement obligation adjustment 65 Deferred tax liability adjustments 685 Net impact to retained earnings (deficit) $ (87,105 ) Reorganization Items Reorganization items represent amounts incurred subsequent to the filing of the Bankruptcy Petitions as a direct result of the filing of the Plan and are comprised of the following (in thousands): Successor Predecessor Three months ended September 30, 2017 April 13 through September 30, 2017 January 1 through April 12, 2017 Reorganization legal and professional fees $ — $ (1,299 ) $ (6,729 ) Deferred loan costs expensed — — (2,104 ) Gain on settlement of liabilities subject to compromise — — 140,441 Fresh start adjustments — — (87,105 ) Reorganization items, net $ — $ (1,299 ) $ 44,503 |