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EX-32.2 - EXHIBIT 32.2 - Forbes Energy Services Ltd.fes-ex322k2014.htm

 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________________
Form 10-K
____________________________________________________________
(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-35281
____________________________________________________________
Forbes Energy Services Ltd.
(Exact name of registrant as specified in its charter)
____________________________________________________________
Texas
 
98-0581100
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
3000 South Business Highway 281
Alice, Texas
 
78332
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (361) 664-0549
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
 
 
 
Common Stock, $0.04 par value
 
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
None 
____________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    ý  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    ý  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
¨
Accelerated Filer
¨
 
 
 
 
Non-Accelerated Filer
ý
Smaller Reporting Company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    ¨  Yes    ý  No
The aggregate market value of the stock held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal quarter, June 30, 2014, was approximately $66.0 million based on the closing sales price of the registrant’s common stock as reported by the NASDAQ Global Market on June 30, 2014 of $4.57 per share and 14,432,303 shares held by non-affiliates.
As of March 24, 2015, there were 21,895,844 common shares outstanding.
 
 
 
 
 



FORBES ENERGY SERVICES LTD. AND SUBSIDIARIES (a/k/a the “Forbes Group”)
TABLE OF CONTENTS
 
 
  
Page
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 1B.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
Item 5.
 
 
 
Item 6.
 
 
 
Item 7.
 
 
 
Item 7A.
 
 
 
Item 8.
 
 
 
Item 9.
 
 
 
Item 9A.
 
 
 
Item 9B.
 
Item 10.
 
 
 
Item 11.
 
 
 
Item 12.
 
 
 
Item 13.
 
 
 
Item 14.
 
Item 15.

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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K and any oral statements made in connection with it include certain forward-looking statements within the meaning of the federal securities laws. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or “should” or other comparable words or the negative of these words. When you consider our forward-looking statements, you should keep in mind the risk factors we describe and other cautionary statements we make in this Annual Report on Form 10-K. Our forward-looking statements are only predictions based on expectations that we believe are reasonable. Our actual results could differ materially from those anticipated in, or implied by, these forward-looking statements as a result of known risks and uncertainties set forth below and elsewhere in this Annual Report on Form 10-K. These factors include or relate to the following:
oil and natural gas commodity prices;
market response to global demands to curtail use of oil and natural gas;
spending by the oil and natural gas industry;
supply and demand for oilfield services and industry activity levels;
our ability to maintain stable pricing;
our level of indebtedness;
possible impairment of our long-lived assets;
our ability to maintain stable pricing;
potential for excess capacity;
competition;
substantial capital requirements;
significant operating and financial restrictions under our indenture and revolving credit facility;
technological obsolescence of operating equipment;
dependence on certain key employees;
concentration of customers;
substantial additional costs of compliance with reporting obligations, the Sarbanes-Oxley Act and indenture covenants;
seasonality of oilfield services activity;
collection of accounts receivable;
environmental and other governmental regulation, including potential climate change legislation;
the potential disruption of business activities caused by the physical effects, if any, of climate change;
risks inherent in our operations;
ability to fully integrate future acquisitions;
variation from projected operating and financial data;
variation from budgeted and projected capital expenditures;
volatility of global financial markets; and
the other factors discussed under “Risk Factors” on page 10 of this Annual Report on Form 10-K.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. To the extent these risks, uncertainties and assumptions give rise to events that vary from our expectations, the forward-looking events discussed in this Annual Report on Form 10-K may not occur. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.

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PART I
 
Item 1.
Business

Overview
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 recompletions, plugging and abandonment, and tubing testing. Our operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with additional locations in Mississippi, Pennsylvania and, prior to the disposition in January 2012, in Mexico. We believe that our broad range of services, which extends from initial drilling, through production, to eventual abandonment, is fundamental to establishing and maintaining the flow of oil and natural gas throughout the life cycle of our customers’ wells. Our headquarters and executive offices are located at 3000 South Business Highway 281, Alice, Texas 78332. We can be reached by phone at (361) 664-0549.
As used in this Annual Report on Form 10-K, the “Company,” the “Forbes Group,” “we,” and “our” mean FES Ltd and its subsidiaries, except as otherwise indicated. Unless otherwise indicated, all financial or operational data presented herein relate to our continuing operations, excluding our operations in Mexico, which were sold in January, 2012.
We currently provide a wide range of services to a diverse group of companies. During the year ended December 31, 2014, we provided services to over 1,000 companies. Our customer base includes Anadarko Petroleum Corporation, Chesapeake Energy Corporation, ConocoPhillips Company, Occidental Petroleum Corp., and Shell Oil Company, among others. John E. Crisp and Charles C. Forbes, Jr., members of our senior management team, have cultivated deep and ongoing relationships with these customers during their average of over 38 years of experience in the oilfield services industry. For the year ended December 31, 2014, we generated total revenues of approximately $449.3 million.
We currently conduct our operations through the following two business segments:
Well Servicing. The well servicing segment comprised 63.5% of our total revenues for the year ended December 31, 2014. At December 31, 2014, our well servicing segment utilized our fleet of well servicing rigs, which was comprised of 158 workover rigs and 11 swabbing rigs, as well as six coiled tubing spreads, nine tubing testing units, four electromagnetic scan trucks and related assets and equipment. These assets are used to provide (i) well maintenance, including remedial repairs and removal and replacement of downhole production equipment, (ii) well workovers, including significant downhole repairs, re-completions and re-perforations, (iii) completion and swabbing activities, (iv) plugging and abandonment services, and (v) testing of oil and natural gas production tubing.
Fluid Logistics. The fluid logistics segment comprised 36.5% of our total revenues for the year ended December 31, 2014. Our fluid logistics segment utilized our fleet of owned or leased 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. These assets are used to provide, transport, store, and dispose 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.
We believe that our two business segments are complementary and create synergies in terms of selling opportunities. Our multiple lines of service are designed to capitalize on our existing customer base to grow within existing markets, generate more business from existing customers, and increase our operating performance. By offering our customers the ability to reduce the number of vendors they use, we believe that we help improve our customers’ efficiency. This is demonstrated by the fact that 86.5% of our total revenues for the year ended December 31, 2014 were from customers that utilized services of both of our business segments. Further, by having multiple service offerings that span the life cycle of the well, we believe that we have a competitive advantage over smaller competitors offering more limited services.

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The following table summarizes the number of locations and major components of our equipment fleet as of the dates indicated.
 
 
December 31,
 
2014
 
2013
 
2012
Locations
28

 
27

 
25

Well Servicing Segment:
 
 
 
 
 
Workover rigs
158

 
157

 
152

Swabbing rigs
11

 
10

 
10

Tubing testing units
9

 
9

 
9

       Coiled tubing spreads
6

 
5

 
4

Fluid logistics segment:
 
 
 
 
 
Vacuum trucks (1)
453

 
480

 
473

Other heavy trucks (1)
134

 
111

 
105

Frac tanks and fluid mixing tanks
3,209

 
3,271

 
3,208

Salt water disposal wells (2)
23

 
24

 
24

 ____________________

(1)
At December 31, 2014, 160 vacuum trucks and 21 other heavy trucks, included in the above equipment counts, were leased.
(2)
At December 31, 2014, 18 salt water disposal wells, included in the above well count, were subject to ground leases or other operating arrangements with third parties. Two of these wells are currently in the process of being permitted.
Corporate Structure
FES Ltd. was initially organized as a Bermuda exempt company on April 9, 2008 to be the holding company for FES LLC and its subsidiaries. On August 12, 2011, FES Ltd discontinued its existence as a Bermuda entity and converted into a Texas corporation, or the Texas Conversion. Both in its capacity as a Bermuda exempt company prior to the Texas Conversion and in its capacity as a Texas corporation after the Texas Conversion, FES Ltd has been and is the holding company for all of our operations. Forbes Energy Services LLC, or FES LLC, a Delaware limited liability company, is a wholly-owned subsidiary of FES Ltd. that acts as an intermediate holding company for our direct and indirect wholly-owned operating companies that have conducted our business historically, C.C. Forbes, LLC, or CCF, TX Energy Services, LLC, or TES, Superior Tubing Testers, LLC, or STT, and Forbes Energy International, LLC, or FEI.
In connection with the Texas Conversion, FES Ltd. effected a 4-to-1 share consolidation, whereby each four shares of common stock of FES Ltd. of par value $0.01 per share were consolidated into a single share of common stock of par value $0.04, or the Share Consolidation. No fractional shares of common stock were issued as a result of the Share Consolidation. In lieu of such issuance, the Company, through American Stock Transfer & Trust Company, LLC, who acted s the Company's exchange agent for the Share Consolidation and Texas Conversion, paid holders of such fractional interests cash based on the market price immediately prior to the Share Consolidation. The exchange of shares associated with the Share Consolidation and Texas Conversion was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4, which was declared effective on August 11, 2011. In connection with these transactions, on August 16, 2011, the common of FES Ltd. was listed and began trading on the NASDAQ Global Markets, or NASDAQ.
Prior to January 12, 2012, the Company conducted operations in Mexico through a Mexican branch of FES Ltd and two Mexican subsidiaries, Forbes Energy Services México Servicios de Personal S. de R.L. de C.V. and Forbes Energy Services México S. de R.L. de C.V. On January 12, 2012, we sold our business and substantially all of our assets located in Mexico as well as 100% of the equity interests of Forbes Energy Services México Servicios de Personal S. de R.L. de C.V., the Mexico subsidiary which employed our employees in Mexico.



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Our Competitive Strengths
We believe that the following competitive strengths position us well within the oilfield services industry:
Exposure to Revenue Streams Throughout the Life Cycle of the Well. Our maintenance and workover services expose us to demand from our customers throughout the life cycle of a well, from drilling through production and eventual abandonment. Each new well that is drilled provides us a potential multi-year stream of well servicing revenue, as our customers attempt to maximize and maintain a well’s productivity. Accordingly, demand for our production services is generally driven by the total number of producing wells in a region and is generally less volatile than demand for new well drilling services.
High Level of Customer Retention. Our top customers include many of the largest integrated and independent oil and natural gas companies operating onshore in the United States. We believe that our success in growing in our existing markets with existing customers due to the quality of our well servicing rigs, our personnel, and our safety record. We believe members of our senior management have maintained excellent working relationships with our top customers in the United States during their average of over 30 years of experience in the oilfield services industry. We believe the complementary nature of our two business segments also helps retain customers because of the efficiency we offer a customer that has multiple needs at the wellsite. Notably, 86.5% of our total revenues from the year ended December 31, 2014 were from customers that utilize services in both of our business segments.
Industry-Leading Safety Record. During 2014, we had approximately 54.6% fewer reported incidents than the industry average as published by the Bureau of Labor Statistics. We believe that our safety record and reputation are critical factors to purchasing and operations managers in their decision-making process. We have a strong safety culture based on our training programs and safety seminars for our employees and customers. For example, for several years, members of our senior management have played an integral part in joint safety training meetings with customer personnel. In addition, our deployment of new well servicing rigs with enhanced safety features has contributed to our strong safety record and reputation.
Experienced Senior Management Team and Operations Staff. Our senior management team of John E. Crisp and Charles C. Forbes, Jr. have over 70 years of combined experience within the oilfield services industry. In addition, our next level of management, which includes our location managers, has an average of over 30 years of experience in the industry.
Our Business Strategy
Our strategy in this rapidly changing market:
Maintain Maximum Asset Utilization. We constantly monitor asset usage and industry trends as we strive to maximize utilization. We accomplish this through moving assets from regions with less activity to those with more activity or that are increasing in activity. In the current economic environment, we are focusing on basins that are either predominantly oil or contain natural gas with high liquids content, such as the Eagle Ford Shale basin in South Texas.
Maintain a Presence in Proven and Established Oil and Liquids Rich Basins. We focus our operations on customers that operate in well-established basins which have proven production histories and that have maintained a high level of activity throughout various oil and natural gas pricing environments. We believe production-related services help create a more stable revenue stream as such services we provide our customers are tied more to ongoing production from producing wells and less to drilling activity. Our experience shows that production-related services have generally withstood depressed economic conditions better than drilling services.
Establish and Maintain Leadership Position in Core Operating Areas. Based on our estimates, we believe that we have a significant market share in well servicing and fluid logistics in South Texas. We strive to establish and maintain significant positions within each of our core operating areas. To achieve this goal, we maintain close customer relationships and offer high-quality services to our customers. In addition, our significant presence in our core operating areas facilitates employee retention and hiring and brand recognition.
Maintain a Disciplined Growth Strategy. We strategically evaluate opportunities for growth and expansion. In order to maximize our ability to take advantage of growth opportunities, from time to time, we have closed or sold operations in certain areas. In January 2012, we sold our operations and substantially all of our assets located in Mexico, as well as 100% of the equity interests of our Mexican employment company. The Company reinvested the proceeds from this sale by purchasing equipment for use in the United States.

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Description of Business Segments
Well Servicing Segment
Through a fleet of 169 well servicing rigs, as of December 31, 2014, located in 13 operational areas across Texas, one in Mississippi, and one in Pennsylvania, we provide a comprehensive offering of well services to oil and natural gas companies in Texas and our other locations, including completions of newly drilled oil and natural gas wells, wellbore maintenance, workovers and recompletions, tubing testing, and plugging and abandonment services. We currently operate six coiled tubing spreads. This equipment is used to mill, log, perforate, clean out, drill plugs, cement, acidize, and fish/retrieve tools/pipe in producing oil and gas wells. The services offered are customized to the customer's job specific requirements. Our well servicing rig fleet has an average age of less than eight years. As part of our operational strategy, we enhanced our design specifications to improve the operational and safety characteristics of our well servicing rigs compared with older well servicing rigs operated by others in the industry. These include increased derrick height and weight ratings and increased mud pump horsepower. We believe these enhanced features translate into increased demand for our equipment and services along with better pricing for our equipment and personnel. In addition, we augment our well servicing rig fleet with auxiliary equipment, such as mud pumps, power swivels, mud plants, mud tanks, blow-out preventers, lighting plants, generators, pipe racks, and tongs, which results in incremental rental revenue and increases the profitability of a typical well servicing job.
We provide the following services in our well servicing segment:
Completions. Utilizing our well servicing rig fleet and coiled tubing equipment, we perform completion services, which involve wellbore cleanout, well prepping for fracturing, drilling, setting and retrieving plugs, fishing operations, tool conveyance and logging, cementing, well unloading, casing and packer testing, pump-down plug, velocity strings, perforating, acidizing and/or stimulating a wellbore, along with swabbing operations that are utilized to clean a wellbore prior to production. Completion services are generally shorter term in nature and involve our equipment operating on a site for a period of two to three days, although some fishing jobs, which involve the recovery of equipment lost or stuck in the wellbore, can take longer.
Maintenance. Through our fleet of well servicing rigs and coiled tubing units, we provide for the removal and repair of sucker rods, downhole pumps, and other production equipment, the repair of failed production tubing, and the removal of sand, paraffin, and other downhole production-related byproducts that impair well performance. These operations typically involve our well servicing rigs or coil tubing equipment operating on a wellsite for five to seven days.
Workovers and Recompletions. We provide workover and re-completion services for existing wellbores. These services are designed to significantly enhance production by re-perforating to initiate or re-establish productivity from an oil or natural gas wellbore. In addition, we provide major downhole repairs such as casing repair, production tubing replacement, and deepening and sidetracking operations used to extend a wellbore laterally or vertically. These operations are typically longer term in nature and involve our well servicing rigs operating on a wellsite for one to two weeks at a time.
Tubing Testing. Through a fleet of nine downhole testing units, we provide downhole tubing testing services that allow operators to verify tubing integrity. Tubing testing services are performed as production tubing is run into a new wellbore or on older wellbores as production tubing is replaced during a workover operation. In addition to our downhole testing units, we also have four electromagnetic scan trucks which scan tubing while out of the wellbore. This scanning function provides key operational information related to corrosion pitting, holes and splits, and wall loss on tubing. Tubing testing services are complementary to our other service offerings and provide a significant opportunity for cross-selling.
Plugging and Abandonment. Our well servicing rigs are also used in the process of permanently closing oil and natural gas wells that are no longer capable of producing in economic quantities, become mechanically impaired or are dry holes. Plugging and abandonment work can be performed with a well servicing rig along with wireline and cementing equipment; however, this service is typically provided by companies that specialize in plugging and abandonment work. Many well operators bid this work on a “lump sum” basis to include the sale or disposal of equipment salvaged from the well as part of the compensation received. We perform plugging and abandonment work in conjunction with equipment provided by other service companies.
Fluid Logistics Segment
Our fluid logistics segment provides an integrated array of oilfield fluid sales, transportation, storage, and disposal services that are required on most workover, drilling, and completion projects and are routinely used in daily operation of producing wells by oil and natural gas producers. We have a substantial operational footprint with 15 fluid logistics locations across Texas as of December 31, 2014, and an extensive fleet of transportation trucks, high-pressure pump trucks, hot oil

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trucks, frac tanks, fluid mixing tanks and salt water disposal wells. This combination of services enables us to provide a one-stop source for oil and natural gas companies. Although there are large operators in our areas, we believe that the vast majority of our smaller competitors in this segment can provide some, but not all, of the equipment and services required by customers, thereby requiring our customers to use several companies to meet their requirements and increasing their administrative burden. In addition, by pursuing an integrated approach to service, we experience increased asset utilization rates, as multiple assets are usually required to service a customer.
We provide the following services in our fluid logistics segment:
Fluid Hauling. At December 31, 2014, we owned or leased 453 fluid service vacuum trucks, trailers, and other hauling trucks equipped with a fluid hauling capacity of up to 150 barrels per unit, with most of the units having a capacity of 130 barrels. Each fluid service truck unit is equipped to pump fluids from or into wells, pits, tanks, and other on-site storage facilities. The majority of our fluid service truck units are also used to transport water to fill frac tanks on well locations, including frac tanks provided by us and others, to transport produced salt water to disposal wells, including injection wells owned and/or operated by us, and to transport drilling and completion fluids to and from well locations. In conjunction with the rental of frac tanks, we use fluid service trucks to transport water for use by our customers in fracturing operations. Following completion of fracturing operations by our customers, our fluid service trucks are used to transport the flowback produced as a result of the fracturing operations from the wellsite to disposal wells. We also operate several hot oil trucks which are capable of providing heated water and oil for use in well and pipe maintenance.
Disposal Services. Most oil and natural gas wells produce varying amounts of salt water throughout their productive lives. Under Texas law, oil and natural gas waste and salt water produced from oil and natural gas wells are required to be disposed of in authorized facilities, including permitted salt water disposal wells. Injection wells are licensed by state authorities and are completed in permeable formations below the fresh water table. At December 31, 2014, we operated 23 disposal wells in 20 locations across Texas, with an aggregate injection capacity of approximately 236,000 barrels per day. The wells are permitted to dispose of salt water and incidental non-hazardous oil and natural gas wastes throughout our operational bases in Texas. The salt water disposal wells are strategically located in close proximity to the producing wells of our customers. We maintain separators at all of our disposal wells, that permit us to reclaim residual crude oil that we sell.
Equipment Rental. At December 31, 2014, we owned a fleet of 3,209 fluid storage tanks that can store up to 500 barrels of fluid each. This equipment is used by oilfield operators to store various fluids at the wellsite, including fresh water, brine and acid for frac jobs, flowback, temporary production, and drilling fluids. We transport the tanks with our trucks to well locations that are usually within a 75-mile radius of our nearest location. Frac tanks are used during all phases of the life of a producing well. A typical fracturing operation conducted by a customer can be completed within four days using five to 40 or more frac tanks. We believe we maintain one of the youngest frac tank fleets in the industry with an average equipment age of approximately four years.
Fluid Sales. We sell and transport a variety of chemicals and fluids used in drilling, completion, and workover operations for oil and natural gas wells. Although a relatively small percentage of our overall business, the provision of these chemicals and fluids increases utilization of and enhances revenues from the associated equipment. Through these services, we provide fresh water used in fracturing fluid, completion fluids, cement, and drilling mud. In addition, we provide potassium chloride for completion fluids, brine water, and water-based drilling mud.
Financial Information about Segments and Geographic Areas
See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion regarding financial information by segment and geographic location.
Seasonality
Our operations are impacted by seasonal factors. Historically, our business has been negatively impacted during the winter months due to inclement weather, fewer daylight hours, and holidays. Our well servicing rigs are mobile and we operate a significant number of oilfield vehicles. During periods of heavy snow, ice or rain, we may not be able to move our equipment between locations, thereby reducing our ability to generate rig or truck hours. In addition, the majority of our well servicing rigs work only during daylight hours. In the winter months as daylight time becomes shorter, the amount of time that the well servicing rigs work is shortened, which has a negative impact on total hours worked. Finally, we historically have experienced significant slowdown during the Thanksgiving and Christmas holiday seasons.

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Sales and Marketing
Sales and marketing functions are performed at two levels: at the field level through our operations personnel and through our sales representatives and executives at the corporate level. At the field level, our operations and rig supervisors are in constant contact with their counterparts who represent our customers. This contact includes working closely in the field to facilitate problem resolution, and 24-hour availability. Employees of our customers become accustomed to working closely with and depending on our personnel for assistance, guidance, advice, and in other areas where teams typically interact. Our objective is for our customers to see our employees as an extension of the customers’ employees and resources. These relationships not only secure business long-term, but also generate additional business as new opportunities arise.
Our sales representatives and executives perform more traditional sales activities such as calling on customers, sending proposals, and following up on jobs to ensure customer satisfaction. This includes heavy participation in customer safety programs where our executives and sales staff either participate in or teach safety classes at various customer locations. From a sales standpoint, this close involvement and support is key to establishing and maintaining long-term relationships with the major oil and natural gas companies.
We cross-market our well servicing rigs along with our fluid logistics services, thereby offering our customers the ability to minimize vendors, which we believe improves the efficiency of our customers. This is demonstrated by the fact that 86.5% of our revenues for the year ended December 31, 2014 were from customers that utilized services of both of our business segments.
Employees
At December 31, 2014, we had 2,232 employees. We provide comprehensive employee training and implement recognized standards for health and safety. None of our employees are represented by a union or employed pursuant to a collective bargaining agreement or similar arrangement. We have not experienced any strikes or work stoppages and we believe we have good relations with our employees.
Continued retention of existing qualified management and field employees and availability of additional qualified management and field employees will be a critical factor in our continued success as we work to ensure that we have adequate levels of experienced personnel to service our customers.
Competition
Our competition includes small regional service providers as well as larger companies with operations throughout the continental United States and internationally. Our larger competitors are Basic Energy Services, Inc., Superior Energy Services, Inc., Heckman Corporation, Key Energy Services, Inc., Nabors Industries Ltd., and Stallion Oilfield Services, Ltd. We believe that these larger competitors primarily have centralized management teams that direct their operations and decision-making primarily from corporate and regional headquarters. In addition, because of their size, these companies market a large portion of their work to the major oil and natural gas companies. We compete primarily on the basis of the young age and quality of our equipment, our safety record, the quality and expertise of our employees, and our responsiveness to customer needs.
Customers
We served in excess of 1,000 customers during the year ended December 31, 2014. For the years ended December 31, 2014, 2013 and 2012, our largest customer in each year comprised approximately 18.8%, 10.5%, and 9.3% of our total revenues, our five largest customers comprised approximately 42.7%, 34.6%, and 36.7% of our total revenues, and our ten largest customers comprised approximately 56.6%, 49.7%, and 57.5% of our total revenues. During 2014 and 2013 ConocoPhillips made up 18.8% and 10.5% of our total revenues, respectively. During 2012 no customer comprised 10.0% or more of our total revenues. The loss of our top customer or of several of the customers in the top ten would materially adversely affect our revenues and results of operations. There can be no assurance that lost revenues could be replaced in a timely manner or at all, especially given the market’s competitiveness.
We have master service agreements in place with most of our customers, under which jobs or projects are awarded on the basis of price, type of service, location of equipment, and the experience level of work crews. Our business segments charge customers by the hour, by the day, or by the project for the services, equipment, and personnel we provide.
Suppliers
We purchase well servicing chemicals, drilling fluids, and related supplies from various third-party suppliers. We purchase potassium chloride from two suppliers Agri-Empresa, Inc. and Tetra Technologies, Inc. For all other well servicing

6


products, such as barite, surfactants, and drilling fluids, we purchase from various suppliers of well servicing products when needed.
Although we do not have written agreements with any of our suppliers (other than leases with respect to certain equipment), we have not historically suffered from an inability to purchase or lease equipment or purchase raw materials.

Insurance
Our operations are subject to risks inherent in the oilfield services industry, such as equipment defects, malfunctions, failures and natural disasters. In addition, hazards such as unusual or unexpected geological formations, pressures, blow-outs, fires or other conditions may be encountered in drilling and servicing wells, as well as the transportation of fluids and our assets between locations. We have obtained insurance coverage against certain of these risks which we believe is customary in the industry. We have $100,000,000 of excess liability coverage. Our workers compensation/employers liability has a zero dollar deductible. Our automobile liability policy has a $500,000 deductible for each accident. Our general liability policy is self-insured with the excess liability coverage in excess of $1,000,000 for each occurrence. We also make estimates and accrue for amounts we expect to owe in excess of any insurance and to satisfy deductibles. Such insurance is subject to coverage limits and exclusions and may not be available for all of the risks and hazards to which we are exposed. In addition, no assurance can be given that such insurance will be adequate to cover our liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If we incur substantial liability and such damages are not covered by insurance or are in excess of policy limits, or if we incur such liability at a time when we are not able to obtain liability insurance, our business, results of operations, and financial condition could be materially and adversely affected.
Environmental Regulations
Our operations are subject to various federal, state and local laws and regulations in the United States pertaining to health, safety, and the environment. Laws and regulations protecting the environment have become more stringent over the years, and in certain circumstances may impose strict liability, rendering us liable for environmental damage without regard to negligence or fault on our part. Moreover, cleanup costs, penalties and other damages arising as a result of new, or changes to existing, environmental laws and regulations could be substantial and could have a material adverse effect on our financial condition, results of operations, and cash flows. We believe that we conduct our operations in substantial compliance with current United States federal, state, and local requirements related to health, safety and the environment.
The following is a summary of the more significant existing environmental, health, and safety laws and regulations to which our operations are subject and for which compliance may have a material adverse effect on our results of operation or financial position. See Item 1A “Risk Factors—Due to the nature of our business, we may be subject to environmental liability” on page 14 of this Annual Report on Form 10-K for further details.
The discussion below relates to the significant environmental, health, and safety laws and regulations that apply to our continuing operations, which excludes our Mexican operations that were sold in January 2012. Those Mexican operations were subject to various Mexican environmental, health and safety laws and regulations that are similar in scope and purpose as those governing our continuing U.S. operations. Notwithstanding the fact that we have sold our Mexican operations, we may still be subject to environmental liabilities under Mexican law and under the indemnification provisions of the asset and membership interest purchase agreement that governed the disposition of our Mexican operations, to the extent that our operations in Mexico are deemed to have been in violation of Mexican law. Nevertheless, we believe that we have conducted our operations in Mexico in substantial compliance with Mexican environmental, health, and safety laws and regulations.
Hazardous Substances and Waste
The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or CERCLA, and comparable state laws in the United States impose liability without regard to fault or the legality of the original conduct on certain defined persons, including current and prior owners or operators of the site where a release of hazardous substances occurred and entities that disposed or arranged for the disposal of the hazardous substances found at the site. Under CERCLA, these responsible persons may be liable for the costs of cleaning up the hazardous substances, for damages to natural resources, and for the costs of certain health studies. In the course of our operations, we generate materials that are regulated as hazardous substances and, as a result, may incur CERCLA liability for cleanup costs. Also, claims may be filed for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants.
We also generate solid wastes that are subject to the requirements of the Resource Conservation and Recovery Act, as amended, or RCRA, and comparable state statutes. Certain materials generated in the exploration, development, or production of crude oil and natural gas are excluded from RCRA’s hazardous waste regulation, under RCRA Subtitle C, but may be subject to regulation as a solid waste under RCRA Subtitle D. Moreover, these wastes, which include wastes currently generated during

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our operations, could be designated as “hazardous wastes” in the future and become subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations could have a material adverse effect on our operating expenses.
Although we have used operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been released at properties owned or leased by us now or in the past, or at other locations where these hydrocarbons and wastes were taken for treatment or disposal. Under CERCLA, RCRA and analogous state laws, we could be required to clean up contaminated property (including contaminated groundwater), perform remedial activities to prevent future contamination, or pay for associated natural resource damages.

Water Discharges
We operate facilities that are subject to requirements of the Clean Water Act, as amended, or CWA, and analogous state laws that impose restrictions and controls on the discharge of pollutants into navigable waters. Pursuant to these laws, permits must be obtained to discharge pollutants into state waters or waters of the United States, including to discharge storm water runoff from certain types of facilities. Spill prevention, control, and countermeasure requirements under the CWA require implementation of measures to help prevent the contamination of navigable waters in the event of a hydrocarbon spill. The CWA can impose substantial civil and criminal penalties for non-compliance. We believe that our disposal and equipment cleaning facilities are in substantial compliance with CWA requirements.
Air Emissions
Our facilities and operations are also subject to regulation under the Clean Air Act (CAA) and analogous state and local laws and regulations for air emissions. Changes in and scheduled implementation of these laws could lead to the imposition of new air pollution control requirements for our operations. Therefore, we may incur future capital expenditures to upgrade or modify air pollution control equipment or come into compliance where needed. We believe that our operations are in substantial compliance with CAA requirements. In January 2015, the Obama Administration announced that the EPA is exp    ected to propose in the summer of 2015 and finalize in 2016 new regulations that will regulate methane emissions from the oil and gas sector. The Obama Administration seeks to reduce methane emissions from new and modified infrastructure and equipment in the oil and gas sector, including the drilling of new wells, by up to 45% from 2012 levels by 2025.
Employee Health and Safety
We are subject to the requirements of the federal Occupational Safety and Health Act, as amended, or OSHA, and comparable state laws that regulate the protection of employee health and safety. OSHA’s hazard communication standard requires that information about hazardous materials used or produced in our operations be maintained and provided to employees, state and local government authorities, and citizens. We believe that our operations are in substantial compliance with OSHA requirements.
Climate Change Regulation
Continued political attention to issues concerning climate change, the role of human activity in it, and potential mitigation through regulation could have a material impact on our operations and financial results. International agreements and national or regional legislation and regulatory measures to limit greenhouse emissions are currently in various stages of discussion or implementation. These and other greenhouse gas emissions-related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with these laws and regulations is uncertain and is expected to vary depending on the laws enacted in each jurisdiction, our activities in those jurisdictions and market conditions.

The effect of regulation, if any, on our financial performance will depend on a number of factors including, among others, the sectors covered, the greenhouse gas emissions reductions required by law, the extent to which we would be entitled to receive emission allowance allocations or would need to purchase compliance instruments on the open market or through auctions, the price and availability of emission allowances and credits, and the impact of legislation or other regulation on our ability to recover the costs incurred through the pricing of our services. Material price increases or incentives to conserve or use alternative energy sources could reduce demand for services that we currently provides and adversely affect our operations and financial results.
Other Laws and Regulations
We operate salt water disposal wells that are subject to the CWA, Safe Drinking Water Act, and state and local laws and regulations, including those established by the EPA’s Underground Injection Control Program which establishes the minimum program requirements. Our salt water disposal wells are located in Texas, which requires us to obtain a permit to operate each of these wells. We have such permits for each of our operating salt water disposal wells. The Texas regulatory agency may

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suspend or modify any of these permits if such well operation is likely to result in pollution of fresh water, substantial violation of permit conditions or applicable rules, or leaks to the environment. We maintain insurance against some risks associated with our well service activities, but there can be no assurance that this insurance will continue to be commercially available or available at premium levels that justify its purchase by us. The occurrence of a significant event that is not fully insured or indemnified could have a materially adverse effect on our financial condition and operations. In addition, hydraulic fracturing practices have come under increased scrutiny in recent years as various regulatory bodies and public interest groups investigate the potential impacts of hydraulic fracturing on fresh water sources. Risks associated with potential regulation of hydraulic fracturing are discussed in more detail under Item 1A. Risk Factors, Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased cost and additional operating restrictions or delays.
Prior to the disposition of our operations and substantially all the assets located in Mexico, all work related to the development of oil and other petrochemicals, including work related to oil wells, had to be authorized by Mexican authorities, which required an environmental impact statement related to such work.
Available Information
Information regarding Forbes Energy Services Ltd. and its subsidiaries can be found on our website at http://www.forbesenergyservices.com. We make available on our website, free of charge, access to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as well as other documents that we file or furnish to the Securities and Exchange Commission, or the SEC, in accordance with Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after these reports have been electronically filed with, or furnished to, the SEC. We also post copies of any press releases we issue on our website. We intend to use our website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investor Relations.” Accordingly, investors should monitor such portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. Information filed with the SEC may be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically. Our Employee Code of Conduct (which applies to all employees, including our Chief Executive Officer and Chief Financial Officer), Code of Business Conduct and Ethics for Members of the Board of Directors and the charters for our Audit, Nominating/Corporate Governance and Compensation Committees, can all be found on the Investor Relations page of our website under “Corporate Governance”. We intend to disclose any changes to or waivers from the Employee Code of Conduct that would otherwise be required to be disclosed under Item 5.05 of Form 8-K on our website. We will also provide printed copies of these materials to any shareholder upon request to Forbes Energy Services Ltd., Attn: Chief Financial Officer, 3000 South Business Highway 281, Alice, Texas 78332. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the Commission.
 

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Item 1A.
Risk Factors

The following information describes certain significant risks and uncertainties inherent in our business. You should take these risks into account in evaluating us. This section does not describe all risks applicable to us, our industry or our business, and it is intended only as a summary of known material risks that are specific to the company. You should carefully consider such risks and uncertainties together with the other information contained in this Form 10-K. If any of such risks or uncertainties actually occurs, our business, financial condition or operating results could be harmed substantially and could differ materially from the plans and other forward-looking statements included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K and elsewhere herein.

RISKS RELATING TO OUR BUSINESS
The industry in which we operate is highly volatile and dependent on domestic spending by the oil and natural gas industry, and there can be no assurance that our current levels of utilization, demand for our services, or current pricing will continue.
The levels of utilization, demand, pricing, and terms for oilfield services in our existing or future service areas largely depend upon the level of exploration and development activity for both crude oil and natural gas in the United States. Oil and natural gas industry conditions are influenced by numerous factors over which we have no control, including oil and natural gas prices, expectations about future oil and natural gas prices, levels of supply and consumer demand, the cost of exploring for, producing and delivering oil and natural gas, the expected rates of current production, the discovery rates of new oil and natural gas reserves, available pipeline and other oil and natural gas transportation capacity, political instability in oil and natural gas producing countries, merger and divestiture activity among oil and natural gas producers, political, regulatory and economic conditions, and the ability of oil and natural gas companies to raise equity capital or debt financing. Any addition to, or elimination or curtailment of, government incentives for companies involved in the exploration for and production of oil and natural gas could have a significant effect on the oilfield services industry in the United States.
Our operations may be materially affected by severe weather conditions, such as hurricanes, drought, or extreme temperatures. Such events could result in evacuation of personnel, suspension of operations or damage to equipment and facilities. Damage from adverse weather conditions could result in a material adverse effect on our financial condition, results of operations and cash flows.
In recent months, beginning in October 2014, oil prices worldwide have dropped significantly. If the current depressed oil and natural gas prices persist for a prolonged period, or decline further, oil and gas exploration and production companies are likely to cancel or curtail their drilling programs and lower production spending on existing wells even more than they have already, thereby further reducing demand for our services. Lower oil and natural gas prices could also cause our customers to seek to terminate, renegotiate, or fail to honor our services contracts.
Any prolonged reduction in the overall level of exploration and development activities, whether resulting from changes in oil and gas prices or otherwise, could materially and adversely affect us by negatively impacting:

our revenues, cash flows and profitability;
the fair market value of our equipment fleet;
our ability to maintain or increase our borrowing capacity;
our ability to obtain additional capital to finance our business and make acquisitions, and the cost of that capital;
the collectability of our receivables; and
our ability to retain skilled personnel whom we would need in the event of an upturn in the demand for our services.
A continued decrease in utilization, demand for our services and pricing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
The market for oil and natural gas may be adversely affected by global demands to curtail use of such fuels.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas and technological advances in fuel economy and energy generation devices could reduce the demand for oil and other liquid hydrocarbons. We cannot predict the effect of changing demand for oil and natural gas products, and any major changes may have a material adverse effect on our business, financial condition, results of operations and cash flows.
We may be unable to maintain or increase pricing on our core services.
We may periodically seek to increase the prices on our services to offset rising costs or to generate higher returns for our shareholders. However, we operate in a very competitive industry and, as a result; we are not always successful in raising or

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maintaining our existing prices. Additionally, during periods of increased market demand, a significant amount of new service capacity may enter the market, which also puts pressure on the pricing of our services and limits our ability to increase prices.
Even when we are able to increase our prices, we may not be able to do so at a rate that is sufficient to offset such rising costs. In periods of high demand for oilfield services, a tighter labor market may result in higher labor costs. During such periods, our labor costs could increase at a greater rate than our ability to raise prices for our services. Also, we may not be able to successfully increase prices without adversely affecting our activity levels. The inability to maintain or increase our pricing as costs increase could have a material adverse effect on our business, financial position, and results of operations.
We extend credit to our customers which presents a risk of non-payment.
A substantial portion of our accounts receivable are with customers involved in the oil and natural gas industry, whose revenues may be affected by fluctuations in oil and natural gas prices, including the recent decline in oil prices. Collection of these receivables could be influenced by economic factors affecting this industry.
Our customer base is concentrated within the oil and natural gas production industry and loss of a significant customer could cause our revenue to decline substantially.
We served in excess of 1,000 customers for the year ended December 31, 2014. and over 900 for the year ended December 31, 2013. For those same time periods, our largest customer comprised approximately 18.8% and 10.5%, respectively, of our total revenues, our five largest customers comprised approximately 42.7% and 34.6%, respectively, of our total revenues, and our top ten customers comprised approximately 56.6% and 49.7%, respectively, of our total revenues. Our top 100 customers amounted to 91.5% and 91.3% for the years ended December 31, 2014 and 2013, respectively. The loss of our top customer or of several of our top customers would adversely affect our revenues and results of operations. We may be able to replace customers lost with other customers, but there can be no assurance that lost revenues could be replaced in a timely manner, with the same margins or at all.
We may be adversely affected by uncertainty in the global financial markets and any significant softening in the already limited worldwide economic recovery.
Despite the recent modest global economic recovery, our future results still may be impacted any significant reversal in such recovery or inflation, deflation, or other adverse economic conditions. These conditions may negatively affect us or parties with whom we do business. The impact on such third parties could result in their non-payment or inability to perform obligations owed to us such as the failure of customers to honor their commitments or the failure of major suppliers to complete orders. Additionally, credit market conditions may change slowing our collection efforts as customers may experience increased difficulty in obtaining requisite financing, potentially leading to lost revenue and higher than normal accounts receivable. This could result in greater expense associated with collection efforts and increased bad debt expense.
A deterioration of the economic recovery may cause institutional investors to respond to their customers by increasing interest rates, enacting tighter lending standards, or refusing to refinance existing debt upon its maturity or on terms similar to the expiring debt. We may require additional capital in the future. However, due to the above listed factors, we cannot be certain that additional funding will be available if needed and, to the extent required, on acceptable terms.
Our indebtedness and operating lease commitments could restrict our operations and make us more vulnerable to adverse economic conditions.
As of December 31, 2014, our long-term debt, including current portions, was $297.9 million and our annual commitment for operating leases for 2014 was $12.1 million. In the event we experience a significant decline in activity, our level of indebtedness and operating lease payment obligations may adversely affect operations and limit our growth. Our level of indebtedness and operating lease payments may affect our operations in several ways, including the following:
by increasing our vulnerability to general adverse economic and industry conditions;
due to the fact that the covenants that are contained in the indenture governing our 9% Senior Notes and the loan agreement governing our revolving credit facility limit our ability to borrow funds, dispose of assets, pay dividends and make certain investments;
due to the fact that any failure to comply with the covenants of our indenture and the loan agreement governing our revolving credit facility (including failure to make the required interest payments) could result in an event of default, which could result in some or all of our indebtedness becoming immediately due and payable; and
due to the fact that our level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes.

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These restrictions could have a material adverse effect on our business, financial position, results of operations, and cash flows, and the ability to satisfy the obligations under our indentures and the loan agreement governing our revolving credit facility. Further, due to cross-default provisions in the indenture governing our 9% Senior Notes and the loan agreement governing our revolving credit facility, with certain exceptions, a default and acceleration of outstanding debt under one debt agreement would result in the default and possible acceleration of outstanding debt under the other debt agreement. Accordingly, an event of default could result in all or a portion of our outstanding debt under our debt agreements becoming immediately due and payable. If this occurred, we might not be able to obtain waivers or secure alternative financing to satisfy all of our obligations simultaneously, which would adversely affect our business and operations.
Impairment of our long-term assets may adversely impact our financial position and results of operations.
We evaluate our long-term assets including property, equipment, and identifiable intangible assets in accordance with generally accepted accounting principles in the U.S. We use estimated future cash flows in assessing recoverability of our long-lived assets. The cash flow projections are based on our current estimates and judgmental assessments. We perform this assessment whenever facts and circumstances indicate that the carrying value of our net assets may not be recoverable due to various external or internal factors, termed a “triggering event.” Based on our evaluation for the year ended December 31, 2014, no impairment was recorded. Nevertheless, volatility in the oil and natural gas industry, which is driven by factors over which we have no control, could affect the fair market value of our equipment fleet. Under specific circumstances, this could trigger a write-down of our assets for accounting purposes, which could have a material adverse impact on our financial position and results of operations.
The industry in which we operate is highly competitive.
The oilfield services industry is highly competitive and we compete with a substantial number of companies, some of which have greater technical and financial resources than we have. Our larger competitors performing both well servicing and fluid logistics are Basic Energy Services, Inc., Superior Energy Services, Inc., Key Energy Services, Inc., and Nabors Industries Ltd. Our largest competitors that compete only with our fluid logistics segment are Heckman Corporation and Stallion Oilfield Services Ltd. Our ability to generate revenues and earnings depends primarily upon our ability to win bids in competitive bidding processes and to perform awarded projects within estimated times and costs. There can be no assurance that competitors will not substantially increase the resources devoted to the development and marketing of products and services that compete with ours or that new or existing competitors will not enter the various markets in which we are active. In certain aspects of our business, we also compete with a number of small and medium-sized companies that, like us, have certain competitive advantages such as low overhead costs and specialized regional strengths. In addition, reduced levels of activity in the oil and natural gas industry could intensify competition and the pressure on competitive pricing and may result in lower revenues or margins to us.
The indenture governing the 9% Senior Notes and the loan agreement governing our revolving credit facility impose significant operating and financial restrictions on us that may prevent us from pursuing certain business opportunities and restrict or limit our ability to operate our business.
The indenture governing the 9% Senior Notes and the loan agreement governing our revolving credit facility contain covenants that restrict or limit our ability to take various actions, such as:
incurring or guaranteeing additional indebtedness or issuing disqualified capital stock;
creating or incurring liens;
engaging in business other than our current business and reasonably related extensions thereof;
making loans and investments;
paying certain dividends, distributions, redeeming subordinated indebtedness or making other restricted payments;
incurring dividend or other payment restrictions affecting certain subsidiaries;
transferring or selling assets;
entering into transactions with affiliates; and
consummating a merger, consolidation or sale of all or substantially all of our assets.
The restrictions contained in the indentures could also limit our ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to fund our operations, enter into acquisitions, or to engage in other business activities that would be in our interest.

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We are subject to the risk of technological obsolescence.
We anticipate that our ability to maintain our current business and win new business will depend upon continuous improvements in operating equipment, among other things. There can be no assurance that we will be successful in our efforts in this regard or that we will have the resources available to continue to support this need to have our equipment remain technologically up to date and competitive. Our failure to do so could have a material adverse effect on us. No assurances can be given that competitors will not achieve technological advantages over us.
We are highly dependent on certain of our officers and key employees.
Our success is dependent upon our key management, technical and field personnel, especially John E. Crisp, our President and Chief Executive Officer, and Charles C. Forbes, our Executive Vice President and Chief Operating Officer. Any loss of the services of either one of these officers, or managers with strong relationships with customers or suppliers, or a sufficient number of other employees could have a material adverse effect on our business and operations. Our ability to expand our services is dependent upon our ability to attract and retain additional qualified employees. The ability to secure the services of additional personnel may be constrained in times of strong industry activity.
We expect that we will continue to incur significant costs as a result of being obligated to comply with Securities Exchange Act reporting requirements, the Sarbanes-Oxley Act, and our indenture and loan agreement covenants and that our management will be required to devote substantial time to compliance matters.
Under the indenture governing our 9% Senior Notes and the loan agreement governing our revolving credit facility, we are required to comply with several covenants, including requirements to deliver certain opinions and certificates, and file reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, with the Securities and Exchange Commission, or the SEC. Our class of common stock is registered under Section 12 of the Exchange Act. As a result, we have reporting requirements under the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002, and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including the establishment and maintenance of effective disclosure controls and procedures, internal controls, and corporate governance practices. Accordingly, we expect to continue to incur significant legal, accounting and other expenses. We anticipate that our management and other personnel will continue to devote a substantial amount of time and resources to comply with these requirements.
The Sarbanes-Oxley Act of 2002 requires, among other things, that we assess internal controls for financial reporting and disclosure. We have performed and will perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. In certain prior years our testing revealed, and our future testing may reveal, deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. We expect to continue to incur significant expense and devote substantial management effort toward ensuring compliance, in particular with Section 404. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, if we identify, or our independent registered public accounting firm identifies, possible future deficiencies in our internal controls or if we fail to adequately address future deficiencies, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would entail expenditure of additional financial and management resources.
We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.
We have entered into a significant number of transactions with related parties. The details of certain of these transactions are set forth in Note 9 to our consolidated financial statements included in this Annual Report on Form 10-K. Related party transactions create the possibility of conflicts of interest with regard to our management. Such a conflict could cause an individual in our management to seek to advance his or her economic interests above those of the Company. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. Our board of directors has adopted a Related Persons Transaction Policy that requires the Audit Committee to approve or ratify related party transactions that involve consideration in excess of $120,000. Further, as required by the Company’s indenture, we seek the approval of the independent board members when such a related party transaction exceeds an aggregate consideration of $500,000 and an opinion regarding the fairness of such transaction from an outside firm when such a transaction exceeds an aggregate consideration of $2.5 million. Notwithstanding this, it is possible that a conflict of interest could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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Activity in the oilfield services industry is seasonal and may affect our revenues during certain periods.
Our operations are impacted by seasonal factors. Historically, our business has been negatively impacted during the winter months due to inclement weather, fewer daylight hours, and holidays. Our well servicing rigs are mobile, and we operate a significant number of oilfield vehicles. During periods of heavy snow, ice or rain, we may not be able to move our equipment between locations, thereby reducing our ability to generate rig or truck hours. In addition, the majority of our well servicing rigs work only during daylight hours. In the winter months as daylight time becomes shorter, the amount of time that the well servicing rigs work is shortened, which has a negative impact on total hours worked. Finally, we historically have experienced significant slowdown during the Thanksgiving and Christmas holiday seasons.
We rely heavily on our suppliers and do not maintain written agreements with any such suppliers.
Our ability to compete and grow will be dependent on our access to equipment, including well servicing rigs, parts, and components, among other things, at a reasonable cost and in a timely manner. We do not maintain written agreements with any of our suppliers (other than operating leases for certain equipment), and we are, therefore, dependent on the relationships we maintain with them. Failure of suppliers to deliver such equipment, parts and components at a reasonable cost and in a timely manner would be detrimental to our ability to maintain existing customers and obtain new customers. No assurance can be given that we will be successful in maintaining our required supply of such items.
We rely heavily on two suppliers, Agri-Empresa, Inc. and Tetra Technologies, Inc., for potassium chloride, a principal raw material that is critical for our operations. While the materials are generally available, if we were to have a problem sourcing these raw materials or transporting these materials from one of these two vendors, our ability to provide some of our services could be limited. Multiple alternate suppliers exist for all other raw materials. The source and supply of materials has been consistent in the past, however, in periods of high industry activity, periodic shortages of certain materials have been experienced and costs have been affected. We do not have contracts with, but we do maintain relationships with, a number of suppliers in an attempt to mitigate this risk. However, if current or future suppliers are unable to provide the necessary raw materials, or otherwise fail to deliver products in the quantities required, any resulting delays in the provision of services to our customers could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
We do not maintain current written agreements with respect to some of our salt water disposal wells.
Our ability to continue to provide well maintenance services depends on our continued access to salt water disposal wells. Several of our currently active salt water disposal wells are not subject to written operating agreements or are located on the premises of third parties with whom we do not have a current written lease. We do not maintain current written surface leases or right of way agreements with these third parties and we are, therefore, dependent on the relationships we maintain with them. Failure to maintain relationships with these third parties could impair our ability to access and maintain the applicable salt water disposal wells and any well servicing equipment located on their property. If that occurred, we would increase the levels of fluid injection at our remaining salt water disposal wells. However, our permits to inject fluid into the salt water disposal wells is subject to maximum pressure limitations and if multiple salt water disposal wells became unavailable, this might adversely impact our operations.
Due to the nature of our business, we may be subject to environmental liability.
Our business operations and ownership of real property are subject to numerous United States federal, state and local environmental and health and safety laws and regulations, including those relating to emissions to air, discharges to water, treatment, storage and disposal of regulated materials, and remediation of soil and groundwater contamination. Our operations in Mexico, which were disposed in January 2012, were subject to equivalent Mexican laws. The nature of our business, including operations at our current and former facilities by prior owners, lessors or operators, exposes us to risks of liability under these laws and regulations due to the production, generation, storage, use, transportation, and disposal of materials that can cause contamination or personal injury if released into the environment. Environmental laws and regulations may have a significant effect on the costs of transportation and storage of raw materials as well as the costs of the transportation, treatment, storage, and disposal of wastes. We believe we are in material compliance with applicable environmental and worker health and safety requirements. However, we may incur substantial costs, including fines, damages, criminal or civil sanctions, remediation costs, or experience interruptions in our operations for violations or liabilities arising under these laws and regulations. Although we may have the benefit of insurance maintained by our customers or by other third parties or by us such insurances may not cover every expense. Further, we may become liable for damages against which we cannot adequately insure or against which we may elect not to insure because of high costs or other reasons.

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Our customers are subject to similar environmental laws and regulations, as well as limits on emissions to the air and discharges into surface and sub-surface waters. Although regulatory developments that may occur in subsequent years could have the effect of reducing industry activity, we cannot predict the nature of any new restrictions or regulations that may be imposed. We may be required to increase operating expenses or capital expenditures in order to comply with any new restrictions or regulations.
Climate change legislation or regulations restricting emissions of “greenhouse gases” could result in increased operating costs and reduced demand for our services.
Continued political attention to issues concerning climate change, the role of human activity in it, and potential mitigation through regulation could have a material impact on our operations and financial results. International agreements and national or regional legislation and regulatory measures to limit greenhouse emissions are currently in various stages of discussion or implementation. These and other greenhouse gas emissions-related laws, policies and regulations may result in substantial capital, compliance, operating and maintenance costs. The level of expenditure required to comply with these laws and regulations is uncertain and is expected to vary depending on the laws enacted in each jurisdiction, our activities in those jurisdictions and market conditions.

The effect of regulation, if any, on our financial performance will depend on a number of factors including, among others, the sectors covered, the greenhouse gas emissions reductions required by law, the extent to which we would be entitled to receive emission allowance allocations or would need to purchase compliance instruments on the open market or through auctions, the price and availability of emission allowances and credits, and the impact of legislation or other regulation on our ability to recover the costs incurred through the pricing of our services. Material price increases or incentives to conserve or use alternative energy sources could reduce demand for services that we currently provide and adversely affect our operations and financial results.
Significant physical effects of climatic change, if they should occur, have the potential to damage oil and natural gas facilities, disrupt production activities and could cause us or our customers to incur significant costs in preparing for or responding to those effects.
In an interpretative guidance on climate change disclosures, the SEC indicates that climate change could have an effect on the severity of weather (including hurricanes and floods), sea levels, the arability of farmland, and water availability and quality. If any such effects were to occur, they could have an adverse effect on our assets and operations or the assets and operations of our customers. We may not be able to recover through insurance some or any of the damages, losses, or costs that may result should the potential physical effects of climate change occur. Unrecovered damages and losses incurred by our customers could result in decreased demand for our services.
Increasing trucking regulations may increase our costs and negatively affect our results of operations.
In connection with the services we provide, we operate as a motor carrier and, therefore, are subject to regulation by the U.S. Department of Transportation, or U.S. DOT, and by various state agencies. These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier operations and regulatory safety. There are additional regulations specifically relating to the trucking industry, including testing and specification of equipment and product handling requirements. The trucking industry is subject to possible regulatory and legislative changes that may affect the economics of the industry by requiring changes in operating practices or by changing the demand for common or contract carrier services or the cost of providing truckload services. Some of these possible changes include increasingly stringent environmental regulations and changes in the regulations that govern the amount of time a driver may drive in any specific period, onboard black box recorder devices, or limits on vehicle weight and size.
Interstate motor carrier operations are subject to safety requirements prescribed by the U.S. DOT. To a large degree, intrastate motor carrier operations are subject to state safety regulations that mirror federal regulations. Such matters as weight and dimension of equipment are also subject to federal and state regulations.
From time to time, various legislative proposals are introduced, including proposals to increase federal, state, or local taxes, including taxes on motor fuels, which may increase our costs or adversely affect the recruitment of drivers. Management cannot predict whether, or in what form, any increase in such taxes applicable to us will be enacted. We may be required to increase operating expenses or capital expenditures in order to comply with any new restrictions or regulations.
We are subject to extensive additional governmental regulation.
In addition to environmental and trucking regulations, our operations are subject to a variety of other United States federal, state, and local laws, regulations and guidelines, including laws and regulations relating to health and safety, the

15


conduct of operations, and the manufacture, management, transportation, storage and disposal of certain materials used in our operations. Our previous Mexican operations were subject to equivalent Mexican laws. Also, we may become subject to such regulation in any new jurisdiction in which we may operate. We believe that we are in compliance with such laws, regulations and guidelines.
We have invested financial and managerial resources to comply with applicable laws, regulations and guidelines and expect to continue to do so in the future. Although regulatory expenditures have not, historically, been material to us, such laws, regulations and guidelines are subject to change. Accordingly, it is impossible for us to predict the cost or effect of such laws, regulations, or guidelines on our future operations.
Our ability to use net operating loss carryforwards may be subject to limitations under Section 382 of the Internal Revenue Code.
As of January 1, 2015, we had U.S. federal tax net operating loss carryforwards of approximately $31.5 million. Generally, net operating loss, or NOL, carryforwards, may be used to offset future taxable income and thereby reduce or eliminate U.S. federal income taxes. If we were to experience a change in ownership within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, however, our ability to utilize our NOLs might be significantly limited or possibly eliminated. A change of ownership under Section 382 is defined as a cumulative change of 50% or more in the ownership positions of certain shareholders over a three-year period.
Based on our review of the issue, we do not believe that we have experienced an ownership change under Section 382 of the Code. However, the issuance of additional equity in the future may result in an ownership change pursuant to Section 382 of the Code. In addition, an ownership change under Section 382 could be caused by circumstances beyond our control, such as market purchases of our stock. Thus, there can be no assurance that we will not experience an ownership change that would limit our application of our net operating loss carryforwards in calculating future federal tax liabilities.
Our operations are inherently risky, and insurance may not always be available in amounts sufficient to fully protect us.
We have an insurance and risk management program in place to protect our assets, operations, and employees. We also have programs in place to address compliance with current safety and regulatory standards. However, our operations are subject to risks inherent in the oilfield services industry, such as equipment defects, malfunctions, failures, accidents, and natural disasters. In addition, hazards such as unusual or unexpected geological formations, pressures, blow-outs, fires, or other conditions may be encountered in drilling and servicing wells, as well as the transportation of fluids and company assets between locations. These risks and hazards could expose us to substantial liability for personal injury, loss of life, business interruption, property damage or destruction, pollution, and other environmental damages.
Although we have obtained insurance against certain of these risks, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. In addition, no assurance can be given that such insurance will be adequate to cover our liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance, our business, results of operations, and financial condition could be materially adversely affected.
We cannot predict how an exit by any of our founding principal equity investors could affect our operations or business.
As of March 24, 2015, John E. Crisp, Charles C. Forbes, Jr. and Janet L. Forbes, our founding principal equity holders, beneficially owned 6.8%, 13.0%, and 10.8%, respectively, of our common stock. Our founding principal equity investors may transfer their interests in us or engage in other business combination transactions with a third party that could result in a change in ownership or a change of control. Any transfer of an equity interest in us or a change of control could affect our governance. We cannot be certain that such equity investors will not sell, transfer, or otherwise modify their ownership interest in us, whether in transactions involving third parties or other investors, nor can we predict how a change of equity investors or change of control would affect our operations or business.
Our principal equity investors control important decisions affecting our governance and our operations, and their interests may differ from those of our other shareholders.
Circumstances may arise in which the interest of our principal equity investors could be in conflict with those of the other shareholders. In particular, our principal equity investors may have an interest in pursuing certain strategies or transactions that, in their judgment, enhance the value of their investment in us even though these strategies or transactions may involve risks to other shareholders.

16


Although Texas corporate law provides certain procedural protections and requires that certain business combinations between us and certain interested or affiliated shareholders meet certain approval requirements, this does not address all conflicts of interest that may arise. For example, our principal equity investors and their affiliates are not prohibited from competing with us. Because our principal equity investors control us, conflicts of interest arising because of competition between us and a principal equity investor could be resolved in a manner adverse to us. It is possible that there will be situations where our principal equity investors’ interests are in conflict with our interests, and our principal equity investors acting through the board of directors or through our executive officers could resolve these conflicts in a manner adverse to us.
We have anti-takeover provisions in our organizational and other documents that may discourage a change of control.
Our organizational documents contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions provide for the following:
restrictions on the time period in which directors may be nominated;
the ability of our board of directors to determine the powers, preferences and rights of the preferred stock and to authorize the issuance of shares of such stock without shareholder approval; and
requirements that a majority of the members of our board of directors approve certain corporate transactions.
We also have a shareholder rights plan which can make it difficult for anyone to accumulate more than a certain percentage of our outstanding equity without approval of our board of directors. These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.
Future legal proceedings could adversely affect us and our operations.
Given the nature of our business, we are involved in litigation from time to time in the ordinary course of business. While we are not presently a party to any material legal proceedings, legal proceedings could be filed against us in the future. No assurance can be given as to the final outcome of any legal proceedings or that the ultimate resolution of any legal proceedings will not have a material adverse effect on us.
We may not be able to fully integrate future acquisitions.
We may undertake future acquisitions of businesses and assets in the ordinary course of business. Achieving the benefits of acquisitions depends in part on having the acquired assets perform as expected, successfully consolidating functions, retaining key employees and customer relationships, and integrating operations and procedures in a timely and efficient manner. Such integration may require substantial management effort, time, and resources and may divert management’s focus from other strategic opportunities and operational matters, and ultimately we may fail to realize anticipated benefits of acquisitions.
Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased cost and additional operating restrictions or delays.

Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations. Hydraulic fracturing involves the injection of water, sand, and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating, or preparing to regulate hydraulic fracturing, directly and indirectly. The U.S. EPA has taken the position that hydraulic fracturing operations involving the use of diesel fuel in fracturing fluids are subject to permitting requirements under the Safe Drinking Water Act, has adopted air emissions standards that apply to well completion activities, is developing new standards for wastewater discharges associated with hydraulic fracturing and is conducting a study on the impacts of hydraulic fracturing on groundwater. The Bureau of Land Management has also proposed regulations for hydraulic fracturing activities that would be unique to federal lands. Legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process. In addition, many state governments now require the disclosure of chemicals used in the fracturing process and some jurisdictions have imposed an express or de facto ban on hydraulic fracturing. A law enacted by the Texas legislature and a rule enacted by The Railroad Commission of Texas in 2011 require disclosure regarding the composition of hydraulic fracturing products to certain parties, including The Railroad Commission of Texas. If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or costly for producers to perform fracturing to stimulate production from tight formations. In addition, if hydraulic fracturing is regulated at the federal level, fracturing activities could become subject to additional permitting requirements, and also to attendant permitting delays and potential increases in costs. Increased consumer activism against hydraulic fracturing or the prohibition

17


or restriction of hydraulic fracturing on the part of our customers could potentially result in materially reduced demand for the Company’s services and could have a material adverse effect on our business, results of operations or financial condition.
The dividend, liquidation, and redemption rights of the holders of our Series B Senior Convertible Preferred Stock may adversely affect our financial position and the rights of the holders of our common stock.
We have shares of Series B Senior Convertible Preferred Stock, or the Series B Preferred Stock, outstanding. We have the obligation to pay to the holders of our Series B Preferred Stock quarterly dividends of five percent per annum of the original issue price, payable quarterly in cash or in-kind. No dividends may be paid to holders of common stock while accumulated dividends remain unpaid on the Series B Preferred Stock. We are current on dividends through the quarterly period ended February 28, 2015.
Further, we are required, at the seventh anniversary of the issuance of the Series B Preferred Stock on May 28, 2017, to redeem any such outstanding shares at their original issue price, plus any accumulated and unpaid dividends, to be paid, at our election, in cash or shares of common stock. The payment of the redemption price in cash is expected to result in reduced capital resources available to the Company. The payment of the redemption price in shares of common stock would directly dilute the common shareholders. The payment of dividends in-kind would also have a dilutive effect on the common shareholders (as any Series B Preferred Stock issued as dividends will be themselves convertible into common shares). In the event that the Company is liquidated while shares of Series B Preferred Stock is outstanding, holders of the Series B Preferred Stock will be entitled to receive a preferred liquidation distribution, plus any accumulated and unpaid dividends, before holders of common stock receive any distributions.
Holders of the Series B Preferred Stock have certain voting and other rights that may adversely affect holders of our common stock, and the holders of our Series B Preferred Stock may have different interests from, and vote their shares in a manner deemed adverse to, holders of our common stock.
In the event that we fail to pay dividends, in cash or in-kind, on the Series B Preferred Stock for an aggregate of at least eight quarterly dividend periods (whether or not consecutive), the holders of the Series B Preferred Stock will be entitled to vote at any meeting of the shareholders with the holders of the common shares and to cast the number of votes equal to the number of shares of whole common stock into which the Series B Preferred Stock held by such holders are then convertible. If the holders of the current Series B Preferred Stock were able to vote pursuant to this provision at this time or converted the Series B Preferred Stock into common stock, we believe that, as of March 24, 2015, those holders would be entitled to an aggregate of 5,292,531 votes resulting from their ownership of Series B Preferred Stock, based on shareholding information provided to us by the current holder of the Series B Preferred Stock. This together with common shares already held by these shareholders (as reported to us by such shareholders), would entitle these shareholders to just under 20%, in the aggregate, of the voting power of the Company. Further, the holders of Series B Preferred Stock may have certain voting rights with respect to the approval of amendments to the certificate of formation of the Company or certain transactions between the Company and affiliate shareholders.
The holders of Series B Preferred Stock may have different interests from the holders of our common stock and could vote their shares in a manner deemed adverse to the holders of common stock. 

18


Item 1B.
Unresolved Staff Comments

None.

Item 2.
Properties

The following sets forth the principal locations from which the Company currently conducts its operations. The Company leases or rents all of the properties set forth below, except for the Alice rig yard and San Ygnacio truck yard, which are owned by the Company.
 
Locations
  
Date in Service
  
Service Offering
South Texas
  
 
  
 
Alice - truck location
  
9/1/2003
  
Fluid Logistics
Alice - rig location
  
9/1/2003
  
Well Servicing
Freer
  
9/1/2003
  
Fluid Logistics
Laredo
  
10/1/2003
  
Fluid Logistics
San Ygnacio
  
4/1/2004
  
Fluid Logistics
Goliad
  
8/1/2005
  
Fluid Logistics
Bay City
  
9/1/2005
  
Fluid Logistics
Edna
  
2/1/2006
  
Well Servicing
Three Rivers
  
8/1/2006
  
Fluid Logistics
Carrizo Springs
  
12/1/2006
  
Fluid Logistics
Victoria
  
2/15/2011
  
Well Servicing
Pleasanton
 
3/6/2013
 
Well Servicing
West Texas
  
 
  
 
Ozona
  
3/1/2006
  
Fluid Logistics
San Angelo
  
7/1/2006
  
Well Servicing
Midland
 
11/1/2012
 
Fluid Logistics
Monahans
  
8/31/2007
  
Well Servicing/Fluid Logistics
Odessa
  
9/30/2007
  
Well Servicing
Big Spring
  
10/15/2007
  
Well Servicing
Big Lake
  
7/16/2008
  
Well Servicing/Fluid Logistics
Andrews
  
8/27/2008
  
Well Servicing
East Texas
  
 
  
 
Marshall
  
12/1/2005
  
Fluid Logistics
Carthage
  
3/1/2007
  
Well Servicing
Kilgore
 
11/1/2007
 
Well Servicing
Crockett
 
8/1/2013
 
Fluid Logistics
Giddings
 
1/1/2013
 
Well Servicing
Nacogdoches
 
7/1/2013
 
Fluid Logistics
Mississippi
  
 
  
 
Laurel
  
7/1/2010
  
Well Servicing
Pennsylvania
  
 
  
 
Indiana
  
7/9/2009
  
Well Servicing
 
Item 3.
Legal Proceedings
From time to time, we are involved in legal proceedings and regulatory proceedings arising out of our operations. We establish reserves for specific liabilities in connection with legal actions that we deem to be probable and estimable. We are not currently a party to any proceeding, the adverse outcome of which would have a material adverse effect on our financial position or results of operations.


19


Item 4.
Mine Safety Disclosures

Not applicable.

20


PART II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Shares
The following table sets forth, for the periods indicated, on NASDAQ for our common stock for the years ended December 31, 2014 and 2013.
 
 
 
High
 
Low
Fiscal Year 2014:
 
 
 
 
Fourth Quarter
 
$3.86
 
$0.98
Third Quarter
 
5.65
 
3.83
Second Quarter
 
4.57
 
3.87
First Quarter
 
4.07
 
3.08
Fiscal Year 2013:
 
 
 
 
Fourth Quarter
 
5.03
 
3.25
Third Quarter
 
5.01
 
4.14
Second Quarter
 
4.02
 
3.31
First Quarter
 
4.05
 
2.33

As of March 24, 2015, the last reported sales prices of our common shares on NASDAQ was $1.04 per share. As of March 24, 2015, we had 21,895,884 shares of common stock issued and outstanding, held by 19 shareholders of record. All common stock held in street name are recorded in the Company’s stock register as being held by one stockholder.
The Company has never declared a cash dividend on its common stock and has no plans of doing so now or in the foreseeable future. The loan agreement governing the credit facility prohibits the payment of dividends on the Company’s common stock. It does, however, permit dividend payments on the Company’s Series B Preferred Stock. Further, the indenture governing our 9% Senior Notes restricts the Company’s ability to pay dividends on our equity interests, except dividends payable in equity interests and cash dividends on the Series B Preferred Stock up to $260,000 per quarter, unless, among other things, the Company is able to incur at least $1.00 of additional Indebtedness (as defined in the indenture) pursuant to the Fixed Charge Coverage Ratio set forth in such indenture.
The Series B Preferred Stock accrues dividends at a rate of $1.25 per share per year, which, at our discretion, is payable in cash or in-kind. The Company anticipates paying the preferred dividends in cash for the foreseeable future. Other than these dividends, our board of directors presently intends to retain all earnings for use in our business and, therefore, does not anticipate paying any other cash dividends in the foreseeable future. The declaration of dividends on common equity, if any, in the future would be subject to the discretion of the board of directors, which may consider factors such as our credit facility and indenture restrictions discussed above, the Company’s results of operations, financial condition, capital needs, liquidity, and acquisition strategy, among others. Additionally, the certificate of designation that governs the Series B Preferred Stock prohibits the Company from paying a dividend on the common shares if dividends on the Series B Preferred Stock are not paid through the respective quarterly payment date. Further, if the aggregate cash payment of dividends on the common stock over a twelve month period were to exceed five percent of the fair market value of the common shares, then we would be required under the certificate of designation of the Series B Preferred Stock to pay the holders of such shares the amount that they would be entitled to receive had such holders converted their shares to common shares prior to the record date of such dividends.


21


Item 6.
Selected Financial Data
The following statement of operations data for the years ended December 31, 2014, 2013 and 2012 and the balance sheet data as of December 31, 2014 and 2013, have been derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The statement of operations data for the years ended December 31, 2011 and 2010 and the balance sheet data as of December 31, 2012, 2011 and 2010, have been derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of results to be expected for any future period. The data presented below have been derived from financial statements that have been prepared in accordance with accounting principles generally accepted in the United States and should be read with our financial statements, including notes, and with Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 24 of this Annual Report on Form 10-K.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(dollars in thousands)
Statement of Operations Data:
 
Revenues
 
 
 
 
 
 
 
 
 
Well servicing
$
285,338

 
$
231,930

 
$
202,670

 
$
177,896

 
$
109,355

Fluid logistics
163,940

 
188,003

 
269,927

 
267,887

 
178,796

Total revenues
449,278

 
419,933

 
472,597

 
445,783

 
288,151

Expenses
 
 
 
 
 
 
 
 
 
Well servicing
213,278

 
182,180

 
158,302

 
141,589

 
87,164

Fluid logistics
127,775

 
141,957

 
196,383

 
193,718

 
138,079

General and administrative
36,428

 
30,186

 
33,382

 
31,318

 
20,039

Depreciation and amortization
54,959

 
54,838

 
50,997

 
39,660

 
38,299

Total expenses
432,440

 
409,161

 
439,064

 
406,285

 
283,581

Operating income
16,838

 
10,772

 
33,533

 
39,498

 
4,570

Other income (expense)
 
 
 
 
 
 
 
 
 
Interest income
9

 
27

 
78

 
56

 
149

Interest expense
(28,228
)
 
(28,211
)
 
(28,033
)
 
(27,454
)
 
(27,271
)
Gain (loss) on early extinguishment of debt

 

 

 
(35,415
)
 
19

Other income (expense), net

 

 

 
69

 
(9
)
Income (loss) from continuing operations before income taxes
(11,381
)
 
(17,412
)
 
5,578

 
(23,246
)
 
(22,542
)
Income tax (benefit) expense
(3,060
)
 
(4,615
)
 
3,359

 
(4,677
)
 
(8,157
)
Income (loss) from continuing operations
(8,321
)

(12,797
)

2,219


(18,569
)
 
(14,385
)
Income (loss) from discontinued operations

 
(293
)
 
(633
)
 
6,224

 
3,075

Net income (loss)
(8,321
)
 
(13,090
)
 
1,586

 
(12,345
)
 
(11,310
)
Preferred stock dividends
(776
)
 
(776
)
 
(776
)
 
(186
)
 
(1,041
)
Net income (loss) attributable to common shareholders
$
(9,097
)
 
$
(13,866
)
 
$
810

 
$
(12,531
)
 
$
(12,351
)
Income (loss) per share of common stock from continuing operations
 
 
 
 
 
 
 
 
 
Basic and diluted
$
(0.42
)
 
$
(0.64
)
 
$
0.07

 
$
(0.90
)
 
$
(0.74
)
Income (loss) per share of common stock from discontinued operations
 
 
 
 
 
 
 
 
 
Basic and diluted

 
(0.01
)
 
(0.03
)
 
0.30

 
0.15

Income (loss) per share of common stock
 
 
 
 
 
 
 
 
 
Basic and diluted
$
(0.42
)
 
$
(0.65
)
 
$
0.04

 
$
(0.60
)
 
$
(0.59
)
Weighted average number of shares outstanding
 
 
 
 
 
 
 
 
 
Basic
21,749

 
21,388

 
21,062

 
20,918

 
20,918

       Diluted
21,749

 
21,388

 
21,340

 
20,918

 
20,918

 


22


 
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
Operating Data:
 
 
 
 
 
 
 
 
 
Well servicing rigs (end of periods)(1)
169

 
167

 
162

 
159

 
159

Rig hours(1)
503,694

 
449,277

 
435,560

 
411,539

 
307,377

Heavy trucks (end of period) (1)(2)
587

 
591

 
578

 
496

 
357

Trucking hours
1,070,606

 
1,182,429

 
1,676,778

 
1,476,664

 
1,135,227

Salt water disposal wells (end of period)
23

 
24

 
24

 
17

 
15

Locations (end of period)(1)
28

 
27

 
25

 
25

 
26

Frac tanks and fluid mixing tanks (end of period)
3,209

 
3,271

 
3,208

 
1,879

 
1,368

Coiled tubing spreads
6

 
5

 
4

 

 

  ____________________
(1)
The table above does not include 14 workover rigs, 4 vacuum trucks, and one operating location which were included in the disposition of substantially all of our long-lived assets located in Mexico completed on January 12, 2012. Also, the rig hours associated with our Mexico operations have been removed.
(2)
Includes vacuum trucks, high pressure pump trucks, and other heavy trucks. As of December 31, 2014, 181 heavy trucks were leased.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(dollars in thousands)
Balance Sheet Data:
 
Cash and cash equivalents
$
34,918

 
$
26,409

 
$
17,619

 
$
36,599

 
$
30,458

Property and equipment, net
322,663

 
341,869

 
348,442

 
285,945

 
256,743

Total assets
483,613

 
500,558

 
512,701

 
550,423

 
451,830

Total long-term debt
286,687

 
290,266

 
293,321

 
285,633

 
212,915

Total liabilities
355,122

 
364,980

 
366,015

 
410,167

 
299,764

Temporary equity-preferred stock
14,602

 
14,560

 
14,518

 
14,477

 
15,270

Shareholders’ equity
113,889

 
121,018

 
132,168

 
125,779

 
136,795



23


Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements within the meaning of the federal securities laws, including statements using terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or “should” or other comparable words or the negative of these words. Forward-looking statements involve various risks and uncertainties. Any forward-looking statements made by or on our behalf are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties in that the actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ include risks set forth in “Part I-Item 1A. Risk Factors” included on page 10 herein.
Overview
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 recompletions, plugging and abandonment, and tubing testing. Our operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with additional locations in Mississippi, in Pennsylvania and, prior to the disposition of our Mexican assets in January 2012, which is discussed below, in Mexico. We believe that our broad range of services, which extends from initial drilling, through production, to eventual abandonment, is fundamental to establishing and maintaining the flow of oil and natural gas throughout the life cycle of our customers’ wells.
We currently provide a wide range of services to a diverse group of companies. Our customer base includes Anadarko Petroleum Corporation, Chesapeake Energy Corporation, ConocoPhillips Company, Occidental Petroleum Corporation, and Shell Oil Company, among others. John E. Crisp and Charles C. Forbes, Jr., our senior management team, have cultivated deep and ongoing relationships with these customers during their average of over 38 years of experience in the oilfield services industry. For the year ended December 31, 2014, we generated total revenues of approximately $449.3 million.
We currently conduct our operations through the following two business segments:
Well Servicing. The well servicing segment comprised 63.5% of our total revenues for the year ended December 31, 2014. At December 31, 2014, our well servicing segment utilized our fleet of 169 owned well servicing rigs, which was comprised of 158 workover rigs and eleven swabbing rigs, plus six coiled tubing spreads, nine tubing testing units, four electromagnetic scan trucks, and related assets and equipment. These assets are used to provide well maintenance, including (i) 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) testing of oil and natural gas production tubing.
Fluid Logistics. The fluid logistics segment comprised 36.5% of our total revenues for the year ended December 31, 2014. Our fluid logistics segment utilized our fleet of owned or leased 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. These assets are used to provide, transport, store, and dispose 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 daily operations of producing wells.
We believe that our two business segments are complementary and create synergies in terms of selling opportunities. Our multiple lines of service are designed to capitalize on our existing customer base to grow it within existing markets, generate more business from existing customers, and increase our operating performance. By offering our customers the ability to reduce the number of vendors they use, we believe that we help improve our customers’ efficiency. This is demonstrated by the fact that 86.5% of our consolidated revenues for the year ended December 31, 2014 were from customers that utilized services from both of our business segments. Further, by having multiple service offerings that span the life cycle of the well, we believe that we have a competitive advantage over smaller competitors offering more limited services.
    


24



Impact of the Current Environment
    
In this rapidly changing market, we are focused on meeting our customers' expectations and adjusting our cost structure accordingly. In this environment of reduced activity, customers are requesting price reductions while simultaneously reducing the amount of products or services needed. We are responding with price reductions where prudent.

In the short-term, our business strategy in this environment is to reduce our cost of providing these products and services in an attempt to offset some or all of the price reductions granted to our customers. We are doing this through labor expense reductions and price reductions from our vendors. Our labor expense reductions will be accomplished through reducing our headcount and through wage rate decreases. Our vendor cost reductions have been accomplished with price decreases, as well as volume decreases, due to decreased demand.

While adjusting our operations to this environment, we are simultaneously monitoring liquidity with the expectation that opportunities will be available as the market improves. Longer-term these opportunities might be opportunities to acquire small trucking operations, expand into areas where other service companies have closed, expand in our current areas, repurchase stock or repurchase bonds. The Company has no current plans to use funds in this manner, however, as the market changes we will continue to consider all options.

Factors Affecting Results of Operations
Oil and Natural Gas Prices
Demand for well servicing and fluid logistics services is generally a function of the willingness of oil and natural gas companies to make operating and capital expenditures to explore for, develop, and produce oil and natural gas, which in turn is affected by current and anticipated levels of oil and natural gas prices. Exploration and production spending is generally categorized as either operating expenditures or capital expenditures. Activities by oil and natural gas companies designed to add oil and natural gas reserves are classified as capital expenditures, and those associated with maintaining or accelerating production, such as workover and fluid logistics services, are categorized as operating expenditures. Operating expenditures are typically more stable than capital expenditures and may be less sensitive to oil and natural gas price volatility. In contrast, capital expenditures by oil and natural gas companies for drilling are more directly influenced by current and expected oil and natural gas prices and generally reflect the volatility of commodity prices.
Workover Rig Rates
Our well servicing segment revenues are dependent on the prevailing market rates for workover rigs. Rates and utilization were stable through 2013 and both increased modestly in 2014. At the end of the third quarter of 2014, oil and gas prices began to drop significantly, and, subsequently, our customers began requesting rate reductions, which we began implementing in 2015.
Fluid Logistics Rates
Our fluid logistics segment revenues are dependent on the prevailing market rates for fluid transport trucks and the related assets, including specialized vacuum, high-pressure pump and tank trucks, hot oil trucks, frac tanks, fluid mixing tanks, and salt water disposal wells. Pricing and utilization began to decrease in 2013 and have continued to decrease through 2014. Rates continued to drop in 2014, most notably rental rates, which have dropped by more than 20% since 2013. This drop in 2014 is attributed to excess capacity in the market which created downward pressure on rates.
Operating Expenses
During 2014, labor rates have been relatively stable in both segments. However, due to the customer price decreases mentioned above, in 2015, we began reducing wage rates and our number of employees. We experienced lower fuel costs through 2014 due to lower truck hours in the fluid logistics segment and declines in fuel pricing through the fourth quarter. Future earnings and cash flows will be dependent on our ability to manage our overall cost structure and maintain adequate pricing from our customers through this uncertain time.
Capital Expenditures and Debt Service Obligations

In 2014, we received three additional workover rigs, purchased hot oil trucks, fluid mixing tanks, and one additional coiled tubing spread and incurred the associated costs of placing this equipment in service. Capital expenditures for the year ended December 31, 2014 were $37.6 million.

25


Results of Operations
 
 
Year Ended December 31,
 
 
 
2014
% of Revenue
 
2013
% of Revenue
 
2012
% of Revenue
 
 
(Dollars in Thousands)
Revenue
 
$
449,278

100.0
 %
 
$
419,933

100.0
 %
 
$
472,597

100.0
 %
Operating expenses
 
341,053

75.9
 %
 
324,137

77.2
 %
 
354,685

75.1
 %
General & administrative expenses
 
36,428

8.1
 %
 
30,186

7.2
 %
 
33,382

7.1
 %
Depreciation & amortization
 
54,959

12.2
 %
 
54,838

13.1
 %
 
50,997

10.8
 %
Operating income
 
16,838

3.7
 %
 
10,772

2.6
 %
 
33,533

7.1
 %
Interest and other expenses
 
(28,219
)
(6.3
)%
 
(28,184
)
(6.7
)%
 
(27,955
)
(5.9
)%
Income (loss) from continuing operations before taxes
 
(11,381
)
(2.5
)%
 
(17,412
)
(4.1
)%
 
5,578

1.2
 %
Income tax (benefit) expense
 
(3,060
)
(0.7
)%
 
(4,615
)
(1.1
)%
 
3,359

0.7
 %
Income (loss) from continuing operations
 
(8,321
)
(1.9
)%
 
(12,797
)
(3.0
)%
 
2,219

0.5
 %
Loss from discontinued operations, net of tax
 

 %
 
(293
)
(0.1
)%
 
(633
)
(0.1
)%
Net income (loss)
 
$
(8,321
)
(1.9
)%
 
$
(13,090
)
(3.1
)%
 
$
1,586

0.3
 %

Comparison of Years Ended December 31, 2014 and December 31, 2013
Revenues — For the year ended December 31, 2014, revenues increased by $29.3 million, or 7.0%, to $449.3 million when compared to the same period in the prior year. This is a direct result of increases in our utilization and pricing in the well services division in 2014 when compared to 2013.
Operating Expenses — Our operating expenses increased to $341.1 million for the year ended December 31, 2014, from $324.1 million for the year ended December 31, 2013, an increase of $16.9 million, or 5.2%. This increase in operating expense is generally attributable to the increase in labor costs related to the increase in revenues. Operating expenses as a percentage of revenues were 75.9% and 77.2% for the years ended December 31, 2014 and December 31, 2013, respectively.
General and Administrative Expenses — General and administrative expenses increased by approximately $6.2 million, or 20.7%, to $36.4 million. General and administrative expense as a percentage of revenues were 8.1% and 7.2% for the years ended December 31, 2014 and 2013, respectively. This increase of $6.2 million was primarily due to an increase in performance based compensation, wage allocations, insurance, legal and other professional fees.
Depreciation and Amortization — Depreciation and amortization expenses increased by $0.1 million, or 0.2%, to $55.0 million. Depreciation and amortization costs were relatively flat between the two years due to lower capital expenditures in 2014.
Interest and Other Expenses—Interest and other expenses were $28.2 million in the year ended December 31, 2014, compared to $28.2 million in the year ended December 31, 2013.
Income Taxes — Our income tax benefit on continuing operations was $3.1 million (26.9% effective rate) on a pre-tax loss of $11.4 million for the year ended December 31, 2014, compared to an income tax benefit of $4.6 million (26.5% effective rate) on pre-tax loss of $17.4 million in 2013. This difference was mainly due to a change in state taxes and certain non-deductible expenses.
Comparison of Years Ended December 31, 2013 and December 31, 2012
Revenues — For the year ended December 31, 2013, revenues decreased by $52.7 million, or 11.1%, to $419.9 million when compared to the same period in the prior year. This is a direct result of decreases in our utilization primarily for the Fluid Logistics division in 2013 as compared to 2012.
Operating Expenses — Our operating expenses decreased to $324.1 million for the year ended December 31, 2013, from $354.7 million for the year ended December 31, 2012, a decrease of $30.5 million or 8.6%. This decrease in operating expense is generally attributable to the decrease in fluid logistics trucking hours which reduced the labor and fuel expenses in that

26


division. Operating expenses as a percentage of revenues were 77.2% and 75.1% for the years ended December 31, 2013 and December 31, 2012, respectively.
General and Administrative Expenses — General and administrative expenses from the consolidated operations decreased by approximately $3.2 million, or 9.6%, to $30.2 million. General and administrative expense as a percentage of revenues were 7.2% and 7.1% for the years ended December 31, 2013 and 2012, respectively. This change of $3.2 million was primarily due to decreases in professional fees and compensation expense.
Depreciation and Amortization — Depreciation and amortization expenses increased by $3.8 million, or 7.5%, to $54.8 million. The increase is related to our increase in capital expenditures in 2012 which increased depreciation in 2013 as these assets begin to have full impact on depreciation, as well as the capital additions in 2013.
Interest and Other Expenses—Interest and other expenses were $28.2 million in the year ended December 31, 2013, compared to $28.0 million in the year ended December 31, 2012, an increase of $0.2 million, or 0.8% due to an increase in our debt obligations.
Income Taxes — Our income tax benefit on continuing operations was $4.6 million (26.5% effective rate) on a pre-tax loss of $17.4 million for the year ended December 31, 2013, compared to an income tax expense of $3.4 million (60.2% effective rate) on pre-tax income of $5.6 million in 2012. This difference was mainly due to change in state taxes, certain non-deductible expenses and a revision in the tax basis of certain property and equipment.
Well Servicing
 
 
Year Ended December 31,
 
 
2014
% of Revenue
 
2013
% of Revenue
 
2012
% of Revenue
 
 
(Dollars in Thousands)
Revenue
 
$
285,338

100.0
%
 
$
231,930

100.0
%
 
$
202,670

100.0
%
Direct operating costs
 
213,278

74.7
%
 
182,180

78.5
%
 
158,302

78.1
%
Segment profits
 
$
72,060

25.3
%
 
$
49,750

21.5
%
 
$
44,368

21.9
%
Results for 2014 compared to 2013 - Well Servicing
Revenues - Revenues from the well servicing segment increased by $53.4 million for the year, or 23.0%, to $285.3 million compared to the prior year. Of this increase, approximately 49.5% was due to increased rig rates and 50.5% was due to increased rig hours billed for well service. We had 169 and 167 well service rigs as of December 31, 2014 and 2013, respectively. The average rate charged per hour for our well servicing rigs during the year ended December 31, 2014 as compared to the same period in 2013 increased approximately 10.6%. Average utilization of our well service rigs during the years-ended December 31, 2014 and 2013 were 97.4% and 86.5%, respectively, calculated by comparing actual hours billed to theoretical full utilization which we based on a twelve hour day, working five days a week, except U.S. holidays.
Direct Operating Costs - Direct operating costs from the well servicing segment increased by $31.1 million, or 17.1%, to $213.3 million. Well servicing direct operating costs as a percentage of well servicing revenues were 74.7% for the year ended December 31, 2014, compared to 78.5% for the year ended December 31, 2013, a decrease of 3.8%. This decrease is due to a decrease in fuel and insurance expenses, as well as other expenses that were less significant.
The dollar increase in well servicing direct operating costs between the two years was due to in large part to the increase in labor costs of $13.6 million, or 17.0%, for the year ended December 31, 2014 compared to the prior year due to higher utilization. The employee count in our well servicing segment at December 31, 2014 was 1,241, compared to 1,180 employees as of December 31, 2013. Labor costs as a percentage of revenue were 32.7% and 34.3% for the years ended December 31, 2014 and 2013, respectively. Insurance expense decreased as a percentage of revenue to 4.8% for the year ending December 31, 2014 from 5.3% for 2013. Fuel costs as of percentage of revenue were 6.1% and 7.2% for the years ended December 31, 2014 and 2013, respectively.
Results for 2013 compared to 2012 - Well Servicing
Revenues - Revenues from the well servicing segment increased by $29.3 million for the year, or 14.4% to $231.9 million compared to the prior year. Of this increase, approximately 92.5% was due to increased rig rates and 7.5% was due to increased rig hours billed for well service. We had 167 and 162 well service rigs as of December 31, 2013 and 2012, respectively. The

27


average rate charged per hour for our well servicing rigs during the year ended December 31, 2013 as compared to the same period in 2012 increased approximately 13.2%. Average utilization of our well service rigs during the years-ended December 31, 2013 and 2012 were 86.5% and 88.3%, respectively, calculated by comparing actual hours billed to theoretical full utilization which we based on a twelve hour day, working five days a week, except U.S. holidays. The decrease in utilization was primarily due to the addition of 5 new rigs which increased available hours by approximately 3%.
Direct Operating Costs - Direct operating costs from the well servicing segment increased by $23.9 million, or 15.1%, to $182.2 million. Well servicing direct operating costs as a percentage of well servicing revenues were 78.5% for the year ended December 31, 2013, compared to 78.1% for the year ended December 31, 2012, an increase of 0.4%
The dollar increase in well servicing direct operating costs between the two years was due to in large part to the increase in labor costs of $8.6 million or 12.0% for the year ended December 31, 2013 compared to the prior year due to the higher headcount during 2013 and increased pay rates. The employee count in our well servicing segment at December 31, 2013 was 1,180, compared to 1,069 employees as of December 31, 2012. Labor costs as a percentage of revenue were 34.4% and 35.1% for the years ended December 31, 2013 and 2012, respectively. Parts and supplies increased by $4.1 million to $11.1 million due to the additional parts required to service coil tubing equipment which was added during the last half of 2012 and into 2013. Equipment rental increased by approximately $4.1 million to $7.9 million in for the year ended December 31, 2013. The increase was due to the addition of leased coil tubing equipment. Insurance expense increased by $3.1 million or 33.1% due to increases of $1.9 million in general liability and auto insurance and an increase of $1.1 million in workers compensation insurance due to increased employee count. Fuel costs as of percentage of revenue were 7.2% and 7.3% for the years ended December 31, 2013 and 2012, respectively.
Fluid Logistics
 
 
Year Ended December 31,
 
 
 
2014
% of Revenue
 
2013
% of Revenue
 
2012
% of Revenue
 
 
(Dollars in Thousands)
 
Revenue
 
$
163,940

100.0
%
 
$
188,003

100.0
%
 
$
269,927

100.0
%
Direct operating costs
 
127,775

77.9
%
 
141,957

75.5
%
 
196,383

72.8
%
Segment profit
 
$
36,165

22.1
%
 
$
46,046

24.5
%
 
$
73,544

27.2
%
Results for 2014 compared to 2013 - Fluid Logistics
Revenues — Revenues from the fluid logistics segment for the year ended December 31, 2014 decreased by $24.1 million, or 12.8%, to $163.9 million compared to the prior year, driven primarily by a decrease in trucking hours of 9.5%. Utilization and rate decreases resulted, in part, from more efficient drilling processes by our customers, from excess equipment in our markets, lower rental rates, and skim oil revenues. Our principal fluid logistics assets at December 31, 2014 and December 31, 2013 were as follows:
 
 
 
December 31,
 
% Increase (decrease)
Asset
 
2014
 
2013
 
Vacuum trucks
 
453

 
480

 
(5.6
)
High-pressure pump trucks
 
134

 
111

 
20.7

Frac tanks and fluid mixing tanks (includes leased)
 
3,209

 
3,271

 
(1.9
)
Salt water disposal wells
 
23

 
24

 
(4.2
)
Direct Operating Costs — Direct operating costs from the fluid logistics segment decreased by $14.2 million, or 10.0%, to $127.8 million. Fluid logistics operating expenses as a percentage of fluid logistics revenue were 77.9% for the year ended December 31, 2014, compared to 75.5% for the year ended December 31, 2013. The decrease in direct operating costs was due to cost cutting measures implemented due to the continued decrease in the fluid logistics segment revenues.
The decrease in fluid logistics direct operating costs of $14.2 million was due primarily to a decrease in trucking hours in the fluid logistics segment which caused operating labor, fuel and other variable operating expenses to decrease. The decrease in direct operating costs was generally in line with the decrease in revenue. The majority of the decrease was due a decrease in labor cost of $4.8 million, or 9.5%, due to a decrease in the employee count to 957 from 1,006 at December 31, 2014 and December 31, 2013, respectively. The remainder was composed of a decrease in fuel and oil expense of $6.4 million to $18.1

28


million for the year ended December 31, 2014, a decrease in rent equipment of $1.1 million, or 12.9%, to $7.7 million, and a decrease in repairs and maintenance and supplies and parts expenses of $2.3 million, or 11.6%, to $17.3 million.
Results for 2013 compared to 2012 - Fluid Logistics
Revenues — Revenues from the fluid logistics segment for the year ended December 31, 2013 decreased by $81.9 million, or 30.4%, to $188.0 million compared to the prior year, driven primarily by a decrease in trucking hours of 29.5%. Utilization and rate decreases resulted, in part, from more efficient drilling processes by our customers and from excess equipment in our markets, which has resulted in certain lost customer opportunities. Our principal fluid logistics assets at December 31, 2013 and December 31, 2012 were as follows:
 
 
 
Years Ended December 31,
 
% Increase (decrease)
Asset
 
2013
 
2012
 
Vacuum trucks
 
480

 
473

 
1.5
Other heavy trucks
 
111

 
105

 
5.7
Frac tanks and fluid mixing tanks
 
3,271

 
3,208

 
2.0
Salt water disposal wells
 
24

 
24

 
Direct Operating Costs — Direct operating costs from the fluid logistics segment decreased by $54.4 million, or 27.7%, to $142.0 million. Fluid logistics operating expenses as a percentage of fluid logistics revenue were 75.5% for the year ended December 31, 2013, compared to 72.8% for the year ended December 31, 2012.
The decrease in fluid logistics direct operating costs of $54.4 million was due primarily to a decrease in trucking hours in the fluid logistics segment which caused operating labor, fuel and other variable operating expenses to decrease. The decrease in direct operating costs was generally in line with the decrease in revenue. The majority of the decrease was due to a decrease in labor cost of $14.8 million, or 21.2% as a result of a decrease in the employee count to 1,006 from 1,203 at December 31, 2013 and December 31, 2012, respectively; a decrease in fuel and oil expense of $9.4 million to $24.4 million, a decrease in contract services of $7.4 million, or 75.9%, to $2.3 million; a decrease in rent equipment of $7.0 million, or 44.2%, to $8.8 million; a decrease in repairs and maintenance of $6.8 million, or 27.9%, to $17.7 million; a decrease in other operating expenses in line with revenues to make up the remainder of the $54.4 million decrease.
Liquidity and Capital Resources
Overview
In June 2011, we issued $280.0 million aggregate principal amount of 9% Senior Notes and received net proceeds of $273.7 million. We used a substantial portion of the proceeds from such offering to purchase or redeem all of our then outstanding senior notes.
On September 9, 2011, we entered into a loan and security agreement with certain lenders and Regions Bank, as agent for the secured parties, or the Agent. This loan and security agreement was amended in December 2011, July 2012 and July 2013. The loan and security agreement initially provided for an asset based revolving credit facility with a maximum initial credit of $75.0 million, subject to, borrowing base availability and other limitations. The third amendment extended the term of the loan and security agreement to July 26, 2018 and increased the maximum borrowing credit to $90.0 million, subject to borrowing base availability, any reserves established by the facility agent in its discretion, compliance with a fixed charge coverage ratio covenant if availability under the facility falls below certain thresholds and, for borrowings above $75.0 million, compliance with the debt incurrence covenant in the indenture governing the 9% Senior Notes. This indenture covenant prohibits the incurrence of debt except for certain limited exceptions, including indebtedness incurred under the permitted credit facility debt basket to the greater of $75.0 million or 18% of our Consolidated Tangible Assets (as defined in the indenture governing the 9% Senior Notes) reported for the last fiscal quarter for which financial statements are available. Under the indenture governing the 9% Senior Notes, Consolidated Tangible Assets is defined as our total assets, determined on a consolidated basis in accordance with GAAP, excluding unamortized debt discount and expenses and other unamortized deferred charges, to the extent such items are non-cash expenses or charges, goodwill, patents, trademarks, service marks, trade names, copyrights and other items classified as intangibles in accordance with GAAP. As of December 31, 2014, 18% of our Consolidated Tangible Assets was approximately $82.1 million. If our availability under the credit facility dropped below 15% of our total borrowing credit (as described above), we are required to maintain a trailing four-quarter fixed charge coverage ratio of 1.1 to 1. We would currently be in compliance with this covenant if it were applicable.

29


As of December 31, 2014, there were no amounts drawn and $7.6 million in outstanding letters of credit posted to the facility. Taking into account the limitations discussed above, we have at least $74.5 million of availability under our credit facility. As amended, the loan and security agreement has a stated maturity of July 26, 2018. The proceeds of this credit facility can be used for the purchase of well services equipment, permitted acquisitions, general operations, working capital and other general corporate purposes.
A continued downturn could require us to seek funding to meet working capital requirements. As discussed in more detail below, our ability to seek additional financing may be restricted by certain of our debt covenants.
The indenture governing the 9% Senior Notes and the loan agreement governing our senior secured revolving credit facility impose significant restrictions on us and increase our vulnerability to adverse economic and industry conditions that could limit our ability to obtain additional or replacement financing. For example, the indenture governing the 9% Senior Notes only allows us to incur indebtedness, other than certain specific types of permitted indebtedness, if such indebtedness is unsecured and if the Fixed Charge Coverage Ratio (as defined in the indenture) for the most recently completed four full fiscal quarters is at least 2.0 to 1.0. We are currently able to incur indebtedness under this ratio. Our credit facility only allows us to incur specific types of permitted indebtedness, which includes a $40 million basket of permitted indebtedness for capital leases, mortgage financings or purchase money obligations incurred for the purpose of installation or improvement of property, plant, and equipment.
Our inability to satisfy our obligations under the indenture governing the 9% Senior Notes, the loan agreement governing our credit facility, and any future debt agreements we may enter into could constitute an event of default under one or more of such agreements. Further, due to cross-default provisions in our debt agreements, a default and acceleration of our outstanding debt under one debt agreement may result in the default and acceleration of outstanding debt under the other debt agreements. Accordingly, an event of default could result in all or a portion of our outstanding debt becoming immediately due and payable. If this should occur, we might not be able to obtain waivers or secure alternative financing to satisfy all of our obligations simultaneously. Our ability to access the capital markets or to consummate any asset sales might be restricted at a time when we would like or need to raise capital. These events could have a material adverse effect on our business, financial position, results of operations and cash flows, and our ability to satisfy our obligations.
Within certain constraints, we can conserve capital by reducing or delaying capital expenditures, deferring non-regulatory maintenance expenditures, and further reducing operating and administrative costs.
We have historically funded our operations, including capital expenditures, with bank borrowings, vendor financings, cash flow from operations, the issuance of our senior notes, common stock and our Series B Preferred Stock.
As of December 31, 2014, we had $34.9 million in cash and cash equivalents and $297.9 million in contractual debt and capital leases. Also, as of December 31, 2014, we had 588,059 outstanding shares of Series B Senior Convertible Preferred Stock which is reflected in the balance sheet as temporary equity in an amount of $14.6 million. During periods when the Company’s common stock maintains a five day volume weighted average trading price above $3.33 per share, the Series B Preferred Stock is redeemable, in whole or in part, at the Company’s option for a price of $25 per share, plus accrued and unpaid dividends. Nevertheless, if the Company elects to redeem the Series B Preferred Stock, the holders thereof would have the opportunity prior to redemption to convert each share of Series B Preferred Stock into nine shares of common stock. On May 28, 2017, the Company is required to redeem the Series B Preferred Stock by paying in cash or issuing common stock (valued for such purposes at 95% of the fair market value of the common stock) as determined in accordance with the certificate of designation of the Series B Preferred Stock.
The $297.9 million in contractual debt was comprised of $280.0 million in senior notes and $17.9 million in capital leases on equipment and insurance notes. Of our total debt, $286.7 million of the outstanding contractual debt was represented by long-term debt and $11.2 million was short-term debt outstanding or the current portion of long-term debt. In addition, we have $1.7 million of non-interest bearing short-term equipment vendor financings for well servicing rigs and other equipment included in accounts payable. The $17.9 million in equipment and insurance notes consisted of $12.2 million in equipment notes and $5.7 million in insurance notes related to our general liability, workers compensation and other insurances.
We project that cash flows from operations and our existing working capital will be adequate to meet our working capital requirements over the next twelve months. Further, should management elect to incur capital expenditures in excess of the levels projected for 2015 or to pursue other capital intensive activities, additional capital may be required to fund these activities.


30


Cash Flows
Our cash flows depend, to a large degree, on the level of spending by oil and gas companies’ development and production activities. Sustained increases or decreases in the price of natural gas or oil could have a material impact on these activities, and could also materially affect our cash flows. Certain sources and uses of cash, such as the level of discretionary capital expenditures, purchases and sales of investments, issuances and repurchases of debt and of our common shares are within our control and are adjusted as necessary based on market conditions.

Cash Flows from Operating Activities

Net cash provided by operating activities totaled $47.2 million for the year ended December 31, 2014, compared to $56.4 million for the year ended December 31, 2013, a decrease of $9.2 million. The most significant drivers in the change relate to a decrease in accounts payable due to the more timely processing of invoices.
Net cash provided by operating activities totaled $56.4 million for the year ended December 31, 2013, compared to $68.4 million for the year ended December 31, 2012, a decrease of $12.0 million. The most significant change between the years ended December 31, 2013 and 2012 related to the net loss in 2013 as opposed to a net income in 2012. Other changes included a decrease in accounts receivable of $32.8 million offset by an increase in accounts payable of $25.9 million and an increase in accrued expenses of $8.7 million. These changes are due to the decrease in revenues in the year ended December 31, 2013 compared to 2012 resulting in the net loss of $13.1 million for the year ended December 31, 2013.
Cash Flows Used in Investing Activities
Net cash used in investing activities for the year ended December 31, 2014 amounted to $32.4 million compared to $41.1 million from the year ended December 31, 2013, a decrease of $8.7 million. This decrease resulted from a decrease in capital spending for 2014 compared to 2013.
Net cash used in investing activities for the year ended December 31, 2013 amounted to $41.1 million compared to $82.6 million from the year ended December 31, 2012, a decrease of $41.5 million. This decrease resulted from a decrease in capital spending for 2013 compared to 2012 and the sale of our operations in Mexico in 2012.
Cash Flows from Financing Activities
Net cash used in financing activities was consistent for the years ended December 31, 2014 and 2013.
Net cash used in financing activities amounted to $6.5 million for the year ended December 31, 2013, compared to net cash used in financing activities of $5.3 million for the year ended December 31, 2012. The increase in cash used in financing activities was primarily caused by payments of debt and increased debt issuance costs related to the renewal and extension of the revolving credit facility during 2013.
Cash Flows from Discontinued Operations
The cash flows from discontinued operations have not been separately disclosed in our consolidated statements of cash flows for the years ended December 31, 2013 and 2012. The net cash flow used in our discontinued operations was approximately $6.7 million for the year ended December 31, 2012. Cash flows from discontinued operations were not significant in 2013 and there were none in 2014.
9% Senior Notes
On June 7, 2011, FES Ltd. issued $280.0 million in principal amount of 9% Senior Notes due 2019 (the “9% Senior Notes”). The 9% Senior Notes mature on June 15, 2019, and require semi-annual interest payments, in arrears, commencing December 15, 2011 at an annual rate of 9%, payable on June 15 and December 15 of each year until maturity. No principal payments are due until maturity.
The 9% Senior Notes are guaranteed by the current domestic subsidiaries (the “Guarantor Subs”) of FES Ltd., which includes FES LLC, CCF, TES, STT and FEI LLC. All of the Guarantor Subs are 100% owned and each guarantees the securities on a full and unconditional and joint and several basis, subject to customary release provisions, which include: (i.) the transfer, sale or other disposition (by merger or otherwise) of all or substantially all of its assets of Guarantor, or of all of the capital stock; (ii) the proper designation of a Guarantor as an "Unrestricted Subsidiary;" (iii) the legal defeasance or satisfaction and discharge of the Indenture; and (iv) as may be provided in any intercreditor agreement entered into in connection with any current and future credit facilities, in each such case specified in clauses (i) through (iii) above in accordance with the requirements therefore set forth in the indenture governing the 9% senior notes. Prior to January 12, 2012, FES Ltd had two

31


100% owned indirect Mexican subsidiaries (the "Non-Guarantor Subs") that had not guaranteed the 9% Senior Notes. In January 2012, one of those two Mexican subsidiaries was sold along with the business and substantially all of our assets located in Mexico. Prior to January 12, 2012, FES Ltd had a branch office in Mexico and conducted operations independent of the Non-Guarantor Subs. The parent company has no independent assets or operations. There are no significant restrictions on the parent company's ability or the ability of any guarantor to obtain funds from its subsidiaries by such means as a dividend or loan. On or after June 15, 2015, we may, at our option, redeem all or part of the 9% Senior Notes from time to time at specified redemption prices and subject to certain conditions required by the indenture governing the 9% Senior Notes (the “9% Senior Indenture”). We are required to make an offer to purchase the notes and to repurchase any notes for which the offer is accepted at 101% of their principal amount, plus accrued and unpaid interest, if there is a change of control. We are required to make an offer to repurchase the notes and to repurchase any notes for which the offer is accepted at 100% of their principal amount, plus accrued and unpaid interest, following certain asset sales.

We are permitted under the terms of the 9% Senior Indenture to incur additional indebtedness in the future, provided that certain financial conditions set forth in the 9% Senior Indenture are satisfied. The Forbes Group is subject to certain covenants contained in the 9% Senior Indenture, including provisions that limit or restrict the Forbes Group’s and certain future subsidiaries’ abilities to incur additional debt, to create, incur or permit to exist certain liens on assets, to make certain dispositions of assets, to make payments on certain subordinated indebtedness, to pay dividends or certain other payments to equity holders, to engage in mergers, consolidations or other fundamental changes, to change the nature of its business or to engage in transactions with affiliates. Due to cross-default provisions in the indenture governing our 9% Senior Notes and the loan agreement governing our revolving credit facility, with certain exceptions, a default and acceleration of outstanding debt under one debt agreement would result in the default and possible acceleration of outstanding debt under the other debt agreement. Accordingly, an event of default could result in all or a portion of our outstanding debt under out debt agreements becoming immediately due and payable. If this occurred, we might not be able to obtain waivers or secure alternative financing to satisfy all of our obligations simultaneously, which would adversely affect our business and operations.

Details of two of the more significant restrictive covenants in the 9% Senior Indenture are set forth below:

Limitation on the Incurrence of Additional Debt - In addition to certain indebtedness defined in the 9% Senior Indenture as "Permitted Debt," which includes indebtedness under any credit facility not to exceed the greater of $75.0 million or 18% of our Consolidated Tangible Assets (as defined in the 9% Senior Indenture), we may only incur additional debt if the Fixed Charge Coverage Ratio (as defined in the 9% Senior Indenture) for the most recently completed four full fiscal quarters is at least 2.0 to 1.0.

Limitation on Restricted Payments - Subject to certain limited exceptions, including specific permission to pay cash dividends on our Series B Senior Convertible Preferred Stock up to $260,000 per quarter, we are prohibited from (i) declaring or paying dividends or other distributions on its equity securities (other than dividends or distributions payable in equity securities), (ii) purchasing or redeeming any of FES Ltd.'s equity securities, (iii) making any payment on indebtedness contractually subordinated to the 9% Senior Notes, except a payment of interest or principal at the stated maturity thereof, or (iv) making any investment defined as a "Restricted Investment," unless, at the time of and after giving effect to such payment, we are not in default and we are able to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio (as defined in the 9% Senior Indenture). Further, the amount of such payment plus all other such payments we have made since the issuance of the 9% Senior Notes must be less than the aggregate of (a) 50% of Consolidated Net Income (as defined in the 9% Senior Indenture) since the April 1, 2011 (or 100%, if such figure is a deficit), (b) 100% of the aggregate net cash proceeds from equity offerings since the issuance of the 9% Senior Notes, (c) if any Restricted Investments have been sold for cash, the proceeds from such sale (or the original cash investment if that amount is lower); and (d) 50% of any dividends we have received.

The Company is in compliance with the covenants under the indenture governing the 9% Senior Notes at December 31, 2014.
Revolving Credit Facility
On September 9, 2011, we entered into a loan and security agreement with certain lenders and Regions Bank, as agent for the secured parties, or the Agent. This loan and security agreement was amended in December 2011, July 2012 and July 2013. The loan and security agreement initially provided for an asset based revolving credit facility with a maximum initial credit of $75.0 million, subject to, borrowing base availability and other limitations. The third amendment extended the term of the loan and security agreement to July 26, 2018 and increased the maximum borrowing credit to $90.0 million, subject to borrowing base availability, any reserves established by the facility agent in its discretion, compliance with a fixed charge coverage ratio covenant

32


if availability under the facility falls below certain thresholds and, for borrowings above $75.0 million, compliance with the debt incurrence covenant in the indenture governing the 9% Senior Notes discussed above.    
Under the loan and security agreement, our borrowing base at any time is equal to (i) 85% of eligible accounts, which are determined by Agent in its reasonable discretion, plus (ii) the lesser of 85% of the appraised value, subject to certain adjustments, of our well services equipment that has been properly pledged and appraised, is in good operating condition and is located in the United States, or 100% of the net book value of such equipment, minus (iii) any reserves established by the Agent in its reasonable discretion.
Prior to the third amendment, at our option, borrowings under this credit facility would have borne interest at a rate equal to either (i) the LIBOR rate plus an applicable margin of between 2.25% to 2.75% based on borrowing availability or (ii) a base rate plus an applicable margin of between 1.25% to 1.75% based on borrowing availability, where the base rate was equal to the greater of the prime rate established by Regions Bank, the overnight federal funds rate plus 0.50% or the LIBOR rate for a one month period plus 1.00%. The third amendment decreased the revolving interest rate whereby borrowings under the Loan Agreement will bear interest at a rate equal to either (a) the LIBOR rate plus an applicable margin of between 2.00% to 2.50% based on borrowing availability or (b) a base rate plus an applicable margin of between 1.00% to 1.50% based on borrowing availability, where the base rate is equal to the greater of the prime rate established by Regions Bank, the overnight federal funds rate plus 0.5% or the LIBOR rate for a one month period plus 1%.
In addition to paying interest on outstanding principal under the facility, a fee of 0.375% per annum will accrue on unutilized availability under the credit facility. We are required to pay a fee of between 2.25% to 2.75%, based on borrowing availability, with respect to the principal amount of any letters of credit outstanding under the facility. We are also responsible for certain other administrative fees and expenses.
FES LLC, FEI LLC, TES, CCF and STT are the borrowers under the loan and security agreement. Their obligations have been guaranteed by one another and by FES Ltd. Subject to certain exceptions and permitted encumbrances, including the exemption of real property interests from the collateral package, the obligations under this facility are secured by a first priority security interest in all of our assets.

We are able to voluntarily repay outstanding loans at any time without premium or penalty (subject to the fees discussed above). If at anytime our outstanding loans under the credit facility exceed the availability under our borrowing base, we may be required to repay the excess. Further, we are required to use the net proceeds from certain events, including certain judgments, tax refunds or insurance awards to repay outstanding loans; however, we may reborrow following such repayments if the conditions to borrowing are met.
The loan and security agreement contains customary covenants for an asset-based credit facility, which include (i) restrictions on certain mergers, consolidations and sales of assets; (ii) restrictions on the creation or existence of liens; (iii) restrictions on making certain investments; (iv) restrictions on the incurrence or existence of indebtedness; (v) restrictions on transactions with affiliates; (vi) requirements to deliver financial statements, report and notices to the Agent and (vii) a springing requirement to maintain a consolidated Fixed Charge Coverage Ratio (which is defined in the loan and security agreement) of 1.1:1.0 in the event that our excess availability under the credit facility falls below the greater of $11.3 million or 15.0% of our maximum credit under the facility for sixty consecutive days; provided that, the restrictions described in (i)—(v) above are subject to certain exceptions and permissions limited in scope and dollar value. The loan and security agreement also contains customary representations and warranties and event of default provisions. As of December 31, 2014 we are in compliace with all covenants in the loan and security agreement.
Series B Preferred Stock
On May 28, 2010 the Company completed a private placement of 580,800 shares of Series B Preferred Stock at a price per share of CAD $26.37 for an aggregate purchase price in the amount of USD $14.5 million based on the exchange rate between U.S. dollars and Canadian dollars then in effect of $1.00 to CDN $1.0547.
We have obligations to pay to the holders of our Series B Preferred Stock quarterly dividends of five percent per annum of the original issue price, payable in cash or in-kind.
The Company sought and received shareholder approval for a pool of Series B Preferred Stock to be issued, should the Company so choose, as in-kind dividends. The indenture governing the 9% Senior Notes specifically allows the payment of cash dividends on the Series B Preferred Stock of up to $260,000 per quarter. Therefore, there are no contractual or stock exchange restrictions on our paying the Series B Preferred Stock dividends in cash or in-kind. The annual dividend payments

33


for the Series B Preferred Stock is approximately $0.7 million. The Company has paid all required dividends on its Series B Preferred Stock for completed dividend periods through February 28, 2015.

During periods when the Company’s common stock maintains a five day volume weighted average trading price above $3.33 per share, the Series B Preferred Stock is redeemable, in whole or in part, at the Company’s option for a price of $25 per share, plus accrued and unpaid dividends. Nevertheless, if the Company elects to redeem the Series B Preferred Stock, the holders thereof would have the opportunity prior to redemption to convert each share of Series B Preferred Stock into nine shares of common stock. On May 28, 2017, we are required to redeem any of the shares of Series B Preferred Stock then outstanding. The cost of the redemption at this date will be $14.6 million. Such mandatory redemption may, at our election, be paid in cash or common stock (valued for such purpose at 95% of the then fair market value of the common stock). As of December 31, 2014, we had 588,059 shares of Series B Preferred Stock outstanding. For a discussion of the rights and preferences of the Series B Preferred Stock, see Note 15 to the consolidated financial statements for the year ended December 31, 2014 included herein.
Contractual Obligations and Financing
The table below provides estimated timing of future payments for which we were obligated as of December 31, 2014.
 
Actual
Total
 
Less than 1 Year
 
1-3
Years
 
3-5
Years
 
More than
5 Years
 
(dollars in thousands)
Maturities of long-term debt, including current portion, excluding capital lease obligations
$
285,721

 
$
5,721

 
$

 
$
280,000

 
$

Capital lease obligations
12,170

 
5,483

 
6,556

 
131

 

Operating lease commitments
20,952

 
12,102

 
8,452

 
398

 

Interest on long-term debt
113,564

 
25,850

 
50,776

 
36,938

 

Series B senior preferred stock dividends
1,837

 
735

 
1,102

 

 

Series B senior preferred stock redemption
14,600

 

 
14,600

 

 

Total
$
448,844

 
$
49,891

 
$
81,486

 
$
317,467

 
$

    
Seasonality
Our operations are impacted by seasonal factors. Historically, our business has been negatively impacted during the winter months due to inclement weather, fewer daylight hours, and holidays. Our well servicing rigs are mobile and we operate a significant number of oilfield vehicles. During periods of heavy snow, ice or rain, we may not be able to move our equipment between locations, thereby reducing our ability to generate rig or truck hours. In addition, the majority of our well servicing rigs work only during daylight hours. In the winter months as daylight time becomes shorter, the amount of time that the well servicing rigs work is shortened, which has a negative impact on total hours worked. Finally, we historically have experienced significant slowdown during the Thanksgiving and Christmas holiday seasons.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenue and expenses during the applicable reporting periods. On an ongoing basis, management reviews its estimates, particularly those related to depreciation and amortization methods, useful lives and the impairment of long-lived assets, and the allowance for doubtful accounts, using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates.
Estimated Depreciable Lives
A substantial portion of our total assets is comprised of equipment. Each asset included in equipment is recorded at cost and depreciated using the straight-line method over the asset’s estimated economic useful life. As a result of these estimates of economic useful lives, net equipment as of December 31, 2014 totaled $322.7 million, which represented 66.7% of total assets. Depreciation expense for the year ended December 31, 2014 totaled $52.1 million, which represented 15.3% of total operating expenses. Given the significance of equipment to our financial statements, the determination of an asset’s economic useful life

34


is considered to be a critical accounting estimate. The estimated economic useful life is monitored by management to determine its continued appropriateness.
Impairments
Long-lived assets, which include property, equipment, and finite lived intangible assets subject to amortization, comprise a significant amount of our total assets. We review the carrying values of these assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount is not recoverable. This requires us to make judgments regarding long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts include assumptions related to the rates we bill our customers, equipment utilization, equipment additions, debt borrowings and repayments, staffing levels, pay rates, and other expenses. In turn, these forecasts are uncertain in that they require assumptions about demand for our products and services, future market conditions and technological developments. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific assets and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions. We regularly assess our long-lived assets for impairment, and for the years ended December 31, 2014, 2013, and 2012, have concluded that no such impairment write down was necessary.
Allowance for Doubtful Accounts
The determination of the collectability of amounts due from our customers requires us to use estimates and make judgments regarding future events and trends, including monitoring our customers’ payment history and current credit worthiness to determine that collectability is reasonably assured, as well as consideration of the overall business climate in which our customers operate. Inherently, these uncertainties require us to make frequent judgments and estimates regarding our customers’ ability to pay amounts due to us in order to determine the appropriate amount of valuation allowances required for doubtful accounts. Provisions for doubtful accounts are recorded when it becomes evident that the customer will not make the required payments at either contractual due dates or in the future. At December 31, 2014 and 2013, the allowance for doubtful accounts totaled $4.0 million, or 4.8%, and $4.0 million, or 4.8%, of gross accounts receivable, respectively. We believe that our allowance for doubtful accounts is adequate to cover potential bad debt losses under current conditions; however, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and timing of any additional provisions for doubtful accounts that may be required. A five percent change in the allowance for doubtful accounts would have had an impact on income from continuing operations before income taxes of approximately $0.2 million in 2014.
Revenue Recognition
Well Servicing — Well servicing consists primarily of maintenance services, workover services, completion services, plugging and abandonment services, and tubing testing. We price well servicing primarily by the hour of service performed or on occasion, bid/turnkey pricing.
Fluid Logistics — Fluid logistics consists primarily of the sale, transportation, storage, and disposal of fluids used in drilling, production, and maintenance of oil and natural gas wells. We price fluid logistics by the job, by the hour, or by the quantities sold, disposed, or hauled.
We recognize revenue when services are performed, collection of the relevant receivables is probable, persuasive evidence of an arrangement exists, and the price is fixed or determinable.
Income Taxes
Our income tax benefit on continuing operations was $3.1 million (26.9% effective rate) on a pre-tax loss of $11.4 million for the year ended December 31, 2014, compared to income tax benefit of 4.6 million (26.5% effective rate) on pre-tax loss of $17.4 million in 2013. For the years ended December 31, 2014 and 2013, $0.7 million and $0.3 million in state tax expense was recorded and there was $0.2 million in foreign income tax benefit recorded for the year ended December 31, 2013 and there were no foreign income taxes recorded for the year ended December 31, 2014. As of December 31, 2014 and 2013, $17.7 million and $21.6 million in deferred U.S. federal income tax liability was reflected in the FES Ltd.’s balance sheet, respectively.
Current and deferred net tax liabilities are recorded in accordance with enacted tax laws and rates. 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. In determining the need for valuation allowances, we have considered and made judgments and estimates regarding estimated future taxable income and ongoing prudent and feasible tax planning strategies. These estimates and

35


judgments include some degree of uncertainty and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets.
Environmental
We are subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge or release of materials into the environment and may require us to remove or mitigate the adverse environmental effects of the disposal or release of petroleum, chemical or other 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. We believe, on the basis of presently available information, that regulation of known environmental matters will not materially affect our liquidity, capital resources or consolidated financial condition. However, there can be no assurances that future costs and liabilities will not be material.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 provides a framework that replaces the existing revenue recognition guidance. It is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements.
In June 2014, the FASB issued ASU No. 2014-12, “Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The Company is in the process of determining if this pronouncement will have a material impact on its consolidated financial statements.
 In August 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements - Going Concern,” (ASU 2014-15).  ASU 2014-15 provides guidance with regard to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures.  ASU 2014-15 clarified that management should perform its evaluation whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.  The accounting standard is effective for annual periods ending after December 15, 2016 and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on our financial statements.
Off-Balance Sheet Arrangements
We are often party to certain transactions that require off-balance sheet arrangements such as performance bonds, guarantees, operating leases for equipment, and bank guarantees that are not reflected in our consolidated balance sheets. These arrangements are made in our normal course of business and they are not reasonably likely to have a current or future material adverse effect on our financial condition, results of operations, liquidity, or cash flows.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk

In addition to the risks inherent in our operations, we are exposed to financial, market, and economic risks. Changes in interest rates may result in changes in the fair market value of our financial instruments, interest income, and interest expense. Our financial instruments that are exposed to interest rate risk are long-term borrowings. The following discussion provides information regarding our exposure to the risks of changing interest rates and fluctuating currency exchange rates.
Our primary debt obligations are the outstanding 9% Senior Notes and any borrowings under our revolving credit facility. Changes in interest rates do not affect interest expense incurred on our 9% Senior Notes as such notes bear interest at a fixed rate. However, changes in interest rates would affect their fair values. In general, the fair market value of debt with a fixed interest rate will increase as interest rates fall. Conversely, the fair market value of debt will decrease as interest rates rise. A

36


hypothetical change in interest rates of 10% relative to interest rates as of December 31, 2014 would have no impact on our interest expense for the 9% Senior Notes.
Our revolving credit facility has a variable interest rate and, therefore, is subject to interest rate risk. As of December 31, 2014, we have not made a draw on this facility. For this reason, a 100 basis point increase in interest rates on our variable rate debt would not result in significant additional annual interest expense.
We have not entered into any derivative financial instrument transactions to manage or reduce market risk or for speculative purposes.

37


Item 8.
Consolidated Financial Statements and Supplementary Data

Index to Financial Statements
Forbes Energy Services Ltd and Subsidiaries (a/k/a The “Forbes Group”)
Consolidated Financial Statements
 

38


Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
Forbes Energy Services, Ltd.
Alice, Texas
We have audited the accompanying consolidated balance sheets of Forbes Energy Services Ltd. as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Forbes Energy Services Ltd. at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
/S/ BDO USA, LLP
Houston, Texas
March 27, 2015


39


Forbes Energy Services Ltd. and Subsidiaries (a/k/a the “Forbes Group”)
Consolidated Balance Sheets
(in thousands, except per share amounts)
 
December 31,
 
2014
 
2013
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
34,918

 
$
26,409

Accounts receivable - trade
83,644

 
82,209

Accounts receivable - related parties
342

 
185

Accounts receivable - other
455

 
592

Prepaid expenses
9,357

 
12,378

Other current assets
1,180

 
1,626

Total current assets
129,896

 
123,399

Property and equipment, net
322,663

 
341,869

Intangible assets, net
22,292

 
25,154

Deferred financing costs, net of accumulated amortization of $5.5 million and $3.7 million for 2014 and 2013, respectively
5,053

 
6,860

Restricted cash
1,381

 
1,380

Other assets
2,328

 
1,896

Total assets
$
483,613

 
$
500,558

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities
 
 
 
Current portions of long-term debt
$
11,204

 
$
9,374

Accounts payable - trade
19,119

 
27,016

Accounts payable - related parties
186

 
559

Accrued dividends
61

 
61

Accrued interest payable
1,364

 
1,367

Accrued expenses
18,848

 
14,727

Total current liabilities
50,782

 
53,104

Long-term debt
286,687

 
290,266

Deferred tax liability
17,653

 
21,610

Total liabilities
355,122

 
364,980

Commitments and contingencies (Note 10)

 

Temporary equity
 
 
 
Series B senior convertible preferred stock
14,602

 
14,560

Shareholders’ equity
 
 
 
Common stock, $.04 par value, 112,500 shares authorized, 21,845 and 21,474 shares issued and outstanding at December 31, 2014 and 2013, respectively
874

 
859

Additional paid-in capital
194,704

 
193,527

Accumulated deficit
(81,689
)
 
(73,368
)
Total shareholders’ equity
113,889

 
121,018

Total liabilities and shareholders’ equity
$
483,613

 
$
500,558

The accompanying notes are an integral part of these consolidated financial statements.

40


Forbes Energy Services Ltd. and Subsidiaries (a/k/a the “Forbes Group”)
Consolidated Statements of Operations
(in thousands except, per share amounts)
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Revenues
 
 
 
 
 
Well servicing
$
285,338

 
$
231,930

 
$
202,670

Fluid logistics
163,940

 
188,003

 
269,927

Total revenues
449,278

 
419,933

 
472,597

Expenses
 
 
 
 
 
Well servicing
213,278

 
182,180

 
158,302

Fluid logistics
127,775

 
141,957

 
196,383

General and administrative
36,428

 
30,186

 
33,382

Depreciation and amortization
54,959

 
54,838

 
50,997

Total expenses
432,440

 
409,161

 
439,064

Operating income
16,838

 
10,772

 
33,533

Other income (expense)
 
 
 
 
 
Interest income
9

 
27

 
78

Interest expense
(28,228
)
 
(28,211
)
 
(28,033
)
Income (loss) from continuing operations before taxes
(11,381
)
 
(17,412
)
 
5,578

Income tax expense (benefit)
(3,060
)
 
(4,615
)
 
3,359

Income (loss) from continuing operations
(8,321
)
 
(12,797
)
 
2,219

Loss from discontinued operations, net of tax benefit of $0, $200, and $400, respectively

 
(293
)
 
(633
)
Net income (loss)
(8,321
)
 
(13,090
)
 
1,586

Preferred stock dividends
(776
)
 
(776
)
 
(776
)
Net income (loss) attributable to common shareholders
$
(9,097
)
 
$
(13,866
)
 
$
810

Income (loss) per share of common stock from continuing operations
 
 
 
 
 
Basic and diluted
$
(0.42
)
 
$
(0.64
)
 
$
0.07

Loss per share of common stock from discontinued operations
 
 
 
 
 
Basic and diluted
$

 
$
(0.01
)
 
$
(0.03
)
Income (loss) per share of common stock
 
 
 
 
 
Basic and diluted
$
(0.42
)
 
$
(0.65
)
 
$
0.04

Weighted average number of shares of common stock outstanding
 
 
 
 
 
Basic
21,749

 
21,388

 
21,062

Diluted
21,749

 
21,388

 
21,340

The accompanying notes are an integral part of these consolidated financial statements.

41


Forbes Energy Services Ltd. and Subsidiaries (a/k/a the “Forbes Group”)
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
 
 
Years Ended December 31,
 
2014
 
2013
 
2012
Net income (loss)
$
(8,321
)
 
$
(13,090
)
 
$
1,586

Other comprehensive income
 
 
 
 
 
Foreign currency translation adjustment

 

 
1,078

Comprehensive income (loss)
$
(8,321
)
 
$
(13,090
)
 
$
2,664

The accompanying notes are an integral part of these consolidated financial statements.

42


Forbes Energy Services Ltd. and Subsidiaries (a/k/a the “Forbes Group”)
Consolidated Statements of Changes in Shareholders’ Equity
(in thousands)
 
Temporary Equity
 
Permanent Equity
 
 
 
Preferred Stock
 
Common Stock
 
Additional
Paid-In Capital
 
Accumulated
Other
Comprehensive
Income (loss)
 
Accumulated
Deficit
 
Total
Shareholders’
Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
588

 
14,476

 
20,918

 
$
837

 
$
187,885

 
$
(1,078
)
 
$
(61,864
)
 
$
125,780

Share-based compensation

 

 

 

 
3,619

 

 

 
3,619

Net loss

 

 

 

 

 

 
1,586

 
1,586

Foreign currency translation adjustment

 

 

 

 

 
1,078

 
 
 
1,078

Common shares issued under stock plan:
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options
 
 

 
25

 
1

 
64

 

 

 
65

Issuance of restricted stock
 
 

 
150

 
6

 
810

 

 

 
816

Preferred stock dividends and accretion

 
42

 

 

 
(776
)
 

 

 
(776
)
Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
588

 
14,518

 
21,093

 
844

 
191,602

 

 
(60,278
)
 
132,168

Share-based compensation

 

 

 

 
2,179

 

 

 
2,179

Net income

 

 

 

 

 

 
(13,090
)
 
(13,090
)
Common shares issued under stock plan:
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Exercise of stock options

 

 
3

 

 
7

 

 

 
7

Issuance of restricted stock

 

 
378

 
15

 
515

 

 

 
530

Preferred stock dividends and accretion

 
42

 

 

 
(776
)
 

 

 
(776
)
Balance: