UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q 

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019March 31, 2020
OR
oTRANSITION 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)

Delaware 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 classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par valueFLSSOTCQX Best Market

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.  x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer¨Accelerated filer¨
    
Non-accelerated filerxSmaller reporting companyx
    
  Emerging growth company¨
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    ¨  Yes    x  No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court (as defined in Exchange Act Rule 12b-2).    x  Yes    ¨  No
Securities registered pursuant to Section 12(b)The were 7,171,152 shares of the Act:
Common stock, $0.01 par valueFLSSOTCQX Best Market
(Title of each class)(Trading Symbol)(Name of each exchange on which registered)
The number of shares ofregistrant's common stock par value $0.01 per share, of Forbes Energy Services Ltd. outstanding as of August 13, 2019 was 5,446,447.June 26, 2020.

     


FORBES ENERGY SERVICES LTD.
TABLE OF CONTENTS
 
  Page
 
Item 1.
Item 2.
Item 3.
Item 4.
  
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.Other Information
Item 6.Exhibits
 Signatures


FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q. These factors include or relate to the following:
the impact of the termination of the Merger Agreement (as defined herein) on our business and financial results;
the effect of the continuing industry-wide downturn in and the cyclical nature of, energy exploration and development activities;
continuing incurrence of operating losses and unavailability of sources of liquidity due to such downturn;
oil and natural gas commodity prices;
market response to global demands to curtail use of oil and natural gas;
capital budgets and spending by the oil and natural gas industry;
the ability or willingness of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels for oil;
oil and natural gas production levels by non-OPEC countries;
supply and demand for oilfield services and industry activity levels;
our ability to maintain stable pricing;
the impact on our markets of the outbreak of epidemic or pandemic disease, including COVID-19;
possible impairment of our long-lived assets;
potential for excess capacity;
competition;
substantial capital requirements;
significant operating and financial restrictions under our loanthe Revolving Loan Agreement and security agreement which provides for a term loan, or the Term Loan Agreement excluding paid in kind interest;(each as defined herein);
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, the Term Loan Agreement, the Revolving Loan Agreement and the 5% Subordinated Convertible PIK Notes covenants;
seasonality of oilfield services activity;
collection of accounts receivable;
environmental and other governmental regulation;
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” beginning on page 10 of the Annual Report on Form 10-K for the year ended December 31, 2018.

2019.
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 Quarterly Report on Form 10-Q may not occur. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement.

SPECIAL NOTE REGARDING RELIANCE ON RELIEF ORDER
On May 12, 2020, Forbes Energy Services Ltd. (the “Company,” “we,” or “us”) filed a Current Report on Form 8-K (the “Form 8-K”) in compliance with and in reliance upon SEC Release No. 34-88465 (the “Relief Order”) issued by the SEC on March 25, 2020. The Relief Order provides relief to public companies that are unable to timely comply with their filing obligations as a result of the COVID-19 pandemic by extending, subject to the conditions of the Relief Order, the filing deadline by up to 45 days for certain Exchange Act reports due on or before July 1, 2020. By filing the Form 8-K, the Company, among other things, extended the time of filing the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Form 10-Q”), until no later than June 29, 2020.
Disruptions and changes to the Company’s business caused by COVID-19 required that the Company perform additional analyses relating to COVID-19’s potential impact on our consolidated financial statements; moreover, the Company’s operations and business have experienced disruptions due to the unprecedented conditions surrounding COVID-19. These disruptions include, but are not limited to, office closures and communication issues between the Company and its professional advisors due to suggested and mandated social quarantining and work from home orders. The disruptions in staffing, communications and access to personnel have resulted in delays, limited support and insufficient review. The Company was also delayed in preparing the Form 10-Q due to delays in obtaining information from third parties who have similarly been unavailable and impacted by COVID-19. Due to these disruptions and additional requirements, the Company was unable to timely file the Form 10-Q, originally due on May 15, 2020.


PART I—FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements

Forbes Energy Services Ltd.
Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except par value amounts)


June 30, 2019
December 31, 2018March 31, 2020
December 31, 2019
Assets





Current assets





Cash and cash equivalents$1,030
 $8,083
$8,120
 $5,224
Cash - restricted73
 73
73
 73
Accounts receivable - trade, net42,468
 45,950
19,450
 24,789
Accounts receivable - other2,552
 2,228
490
 2,302
Prepaid expenses and other current assets10,516
 14,691
9,936
 12,903
Total current assets56,639

71,025
38,069

45,291
Property and equipment, net138,780
 148,608
81,101
 125,409
Operating lease right-of-use assets5,785
 
5,496
 6,235
Intangible assets, net13,195
 13,980
8,044
 12,339
Goodwill19,700
 19,700
Other assets2,020
 3,072
760
 991
Total assets$236,119

$256,385
$133,470

$190,265
      
Liabilities and Stockholders’ Equity


Liabilities and Stockholders’ (Deficit) Equity


Current liabilities





Accounts payable - trade$9,955
 $17,841
$10,498
 $9,366
Accrued interest payable2,646
 1,993
2,383
 3,034
Accrued expenses12,633
 14,348
12,766
 12,734
Current portion of operating lease liabilities756
 
790
 1,476
Current portion of long-term debt60,273
 59,321
73,745
 72,059
Total current liabilities86,263

93,503
100,182

98,669
Long-term operating lease liabilities, net of current portion5,029
 
4,706
 4,759
Long-term debt, net of current portion and debt discount74,928
 71,095
64,110
 62,636
Deferred tax liability343
 357
102
 245
Total liabilities166,563

164,955
169,100

166,309
Commitments and contingencies (Note 7)
 
Stockholders’ equity


Common stock, $0.01 par value, 40,000 shares authorized, 5,446 and 5,439 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively54
 54
Commitments and contingencies (Note 8)
 
Stockholders’ (deficit) equity


Common stock, $0.01 par value, 40,000 shares authorized, 5,523 shares issued and outstanding at March 31, 2020 and December 31, 201955
 55
Additional paid-in capital150,477
 149,968
151,122
 150,892
Accumulated deficit(80,975) (58,592)(186,807) (126,991)
Total stockholders’ equity69,556

91,430
Total liabilities and stockholders’ equity$236,119

$256,385
Total stockholders’ (deficit) equity(35,630)
23,956
Total liabilities and stockholders’ (deficit) equity$133,470

$190,265
The accompanying notes are an integral part of these condensed consolidated financial statements.

Forbes Energy Services Ltd.
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)

 Three Months Ended June 30,
 2019 2018
Revenues   
Well servicing$25,762
 $20,415
Coiled tubing13,292
 6,960
Fluid logistics12,011
 13,866
Total revenues51,065
 41,241
    
Expenses
  
Well servicing20,971
 17,116
Coiled tubing13,854
 6,208
Fluid logistics8,823
 11,151
General and administrative5,417
 5,908
Depreciation and amortization7,013
 7,652
Total expenses56,078
 48,035
Operating loss(5,013) (6,794)
    
Other income (expense)
  
Interest income1
 
Interest expense(5,723) (2,426)
Pre-tax loss(10,735) (9,220)
Income tax expense (benefit)14
 (454)
Net loss$(10,749) $(8,766)
 

  
Loss per share of common stock   
Basic and diluted$(1.97) $(1.64)
    
Weighted average number of shares of common stock outstanding:   
Basic and diluted5,446
 5,336
The accompanying notes are an integral part of these condensed consolidated financial statements.


Forbes Energy Services Ltd.
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)

Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
Revenues      
Well servicing$50,512
 $38,069
$15,089
 $24,750
Coiled tubing33,302
 12,162
8,222
 20,010
Fluid logistics25,639
 26,601
7,152
 13,628
Total revenues109,453
 76,832
30,463
 58,388
      
Expenses      
Well servicing38,520
 31,968
13,354
 17,549
Coiled tubing31,792
 10,371
8,303
 17,938
Fluid logistics19,475
 21,840
7,029
 10,652
General and administrative12,242
 10,796
5,911
 6,825
Impairment of property and equipment40,030
 
Impairment of intangible assets3,887
 
Depreciation and amortization16,452
 14,815
6,119
 9,439
Total expenses118,481
 89,790
84,633
 62,403
Operating loss(9,028) (12,958)(54,170) (4,015)
      
Other income (expense)      
Interest income4
 2
5
 3
Interest expense(13,409) (4,793)(5,753) (7,686)
Pre-tax loss(22,433) (17,749)(59,918) (11,698)
Income tax benefit(50) (454)(102) (64)
Net loss$(22,383) $(17,295)$(59,816) $(11,634)
      
Loss per share of common stock      
Basic and diluted$(4.11) $(3.24)$(10.83) $(2.14)
      
Weighted average number of shares of common stock outstanding:      
Basic and diluted5,444
 5,336
5,523
 5,442
The accompanying notes are an integral part of these condensed consolidated financial statements.


Forbes Energy Services Ltd.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)

Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
Cash flows from operating activities:      
Net loss$(22,383) $(17,295)$(59,816) $(11,634)
Adjustments to reconcile net loss to net cash used in operating activities:   
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:   
Depreciation and amortization16,452
 14,815
6,119
 9,439
Share-based compensation509
 498
230
 253
Deferred tax benefit(14) (17)(143) (48)
Gain on disposal of assets(2,437) (67)(297) (1,117)
Bad debt expense243
 54
70
 120
Amortization of debt discount/deferred financing costs/premium conversion4,391
 413
2,489
 2,154
Interest paid in kind4,699
 1,845
Impairment of property and equipment40,030
 
Impairment of intangible assets3,887
 
Interest paid-in-kind2,987
 3,172
Changes in operating assets and liabilities:      
Accounts receivable2,915
 (5,311)7,081
 (2,999)
Prepaid expenses and other assets(17) (423)1,473
 (597)
Accounts payable - trade(7,886) 1,393
1,132
 (1,252)
Accounts payable - related parties
 (11)
Accrued expenses(1,742) 1,488
22
 (1,588)
Accrued interest payable653
 (257)(651) (244)
Net cash used in operating activities(4,617) (2,875)
Net cash provided by (used in) operating activities4,613
 (4,341)
Cash flows from investing activities:
 

 
Purchases of property and equipment(9,700) (7,044)(801) (3,645)
Proceeds from sale of property and equipment8,651
 510
330
 3,272
Net cash used in investing activities(1,049) (6,534)(471) (373)
Cash flows from financing activities:
 

 
Payments for finance leases(2,387) (987)(1,246) (1,168)
Proceeds from Revolving Loan Agreement6,000
 
Payments on Term Loan Agreement(5,000) 
Proceeds from PIK Notes
 4,422
Payments for Bridge Loan(4,422) 

 (4,422)
Proceeds from PIK Notes4,422
 
Net cash used in financing activities(1,387) (987)(1,246) (1,168)
Net decrease in cash, cash equivalents and cash - restricted(7,053) (10,396)
Net increase (decrease) in cash, cash equivalents and cash - restricted2,896
 (5,882)
Cash, cash equivalents and cash - restricted:
  
  
Beginning of period8,156
 35,480
5,297
 8,156
End of period$1,103
 $25,084
$8,193
 $2,274
The accompanying notes are an integral part of these condensed consolidated financial statements.



Forbes Energy Services Ltd.
Condensed Consolidated Statement of Changes in Stockholders’ (Deficit) Equity (unaudited)
(in thousands)
 
For the three and six months ended June 30, 2019March 31, 2020
Common Stock Additional
Paid-In
Capital
 Accumulated
Deficit
 Total
Stockholders’ Equity
Common Stock Additional
Paid-In
Capital
 Accumulated
Deficit
 
Total
Stockholders’
(Deficit) Equity
Shares Amount Shares Amount 
Balance at December 31, 20185,439
 $54
 $149,968
 $(58,592) $91,430
Balance at December 31, 20195,523
 $55
 $150,892
 $(126,991) $23,956
Share-based compensation7
 
 253
 
 253

 
 230
 
 230
Net loss
 
 
 (11,634) (11,634)
 
 
 (59,816) (59,816)
Balance at March 31, 20195,446
 54
 150,221
 (70,226) 80,049
Share-based compensation
 
 256
 
 256
Net loss
 
 
 (10,749) (10,749)
Balance at June 30, 20195,446
 $54
 $150,477
 $(80,975) $69,556
Balance at March 31, 20205,523
 $55
 $151,122
 $(186,807) $(35,630)

For the three and six months ended June 30, 2018March 31, 2019
Common Stock Additional
Paid-In
Capital
 Accumulated
Deficit
 Total
Stockholders’ Equity
Common Stock Additional
Paid-In
Capital
 Accumulated
Deficit
 Total
Stockholders’ Equity
Shares Amount Shares Amount 
Balance at December 31, 20175,336
 $53
 $148,866
 $(25,985) $122,934
Balance at December 31, 20185,439
 $54
 $149,968
 $(58,592) $91,430
Share-based compensation
 
 251
 
 251

 
 253
 
 253
Net loss
 
 
 (8,529) (8,529)
 
 
 (11,634) (11,634)
Balance at March 31, 20185,336
 53
 149,117
 (34,514) 114,656
Share-based compensation
 
 247
 
 247
Net loss
 
 
 (8,766) (8,766)
Balance at June 30, 20185,336
 $53
 $149,364
 $(43,280) $106,137
Balance at March 31, 20195,439
 $54
 $150,221
 $(70,226) $80,049
The accompanying notes are an integral part of these condensed consolidated financial statements.



Forbes Energy Services Ltd.
Notes to Condensed Consolidated Financial Statements
(unaudited)

1. Organization and Nature of Operations
Nature of Operations
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, tubing testing, fluid hauling and tubing testing.fluid disposal. The Company's operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with an additional location in Pennsylvania. The Company believes that itsoffers a broad range of services, which extends from initial drilling, through production, to eventual abandonment is fundamental to establishing and maintaining the flow of oil and natural gas throughout the life cycle of our customers’ wells.
As used in these condensed consolidated financial statements, the “Company”, “we” and “our” mean FES Ltd. and its subsidiaries, except as otherwise indicated.
Estimates, Risks and Uncertainties
As an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas, the Company's revenue, profitability, cash flows and future rate of growth are substantially dependent on itsthe Company's ability to (1) maintain adequate equipment utilization, (2) maintain adequate pricing for the services itthe Company provides, and (3) maintain a trained workforce. Failure to do so could adversely affect the Company's financial position, results of operations, and cash flows.
Because the Company's revenues are generated primarily from customers who are subject to the same factors asgenerally impacting the Company,oil and natural gas industry, the Company's operations are also susceptible to market volatility resulting from economic, seasonal and cyclical, weather related, or other factors related to such industry. The Company is subject to changes in the level of operating and capital spending in the industry, decreases in oil and natural gas prices, and/or industry perception about future oil and natural gas prices that may materially decrease the demand for the Company's services, or may have an adverse effect on ouradversely affecting its financial position, results of operations and cash flows.
Economic Developments
The Company is monitoring the recent reductions in commodity prices driven by the impact of the COVID-19 virus, along with global supply and demand dynamics and the recent oil price war initiated by Russia and Saudi Arabia. The extent to which these events will impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company has sustained significant negative impacts to operations and its asset values, related to the economic developments, as described in Note 4. The duration and intensity of these impacts and resulting continued disruption to the Company’s operations is uncertain, however will likely continue to have a material adverse impact on its financial condition, liquidity, operations, suppliers, industry, and workforce. The Company made certain efforts to minimize the material adverse impact the economic developments had, and continues to have on the Company, during the three months ended March 31, 2020 and subsequent periods (see Note 17 - Subsequent Events) including the following:
Reductions in the base salary for the Company’s Executive Officers as well as deferment of director compensation
Significant reductions in the Company’s workforce, which created certain severance liabilities totaling $0.1 million.
Closure of certain operating facilities and yards
Deferment of employer portion of social security payments
Requested and received funding from the Paycheck Protection Program

2. Basis of Presentation

Interim Financial Information
The unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these condensed

consolidated financial statements should be read along with the annual audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.2019. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments which are of normal recurring natures considered necessary for a fair representation have been made in the accompanying unaudited financial statements.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation with no material effect on the unaudited condensed consolidated financial statements.


Fair Values of Financial Instruments
Fair value is the price that would be received to sell an asset, or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date.
There is a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company classifies fair value balances based on the observability of those inputs. The three levels of the fair value hierarchy are as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable. These inputs are either directly observable in the marketplace or indirectly observable through corroboration with market data for substantially the full contractual term of the asset or liability being measured.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
In valuing certain assets and liabilities, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, assets and liabilities are classified in their entirety in the fair value hierarchy level based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement within the fair value hierarchy levels.
The carrying amounts of cash and cash equivalents, accounts receivable-trade, accounts receivable-other, accounts payable-trade and insurance notes approximate fair value because of the short maturity of these instruments. The fair values of finance leases approximate their carrying values based on current market rates at which the Company could borrow funds with similar maturities (Level 2 in the fair value hierarchy). The fair valuesvalue of the Term Loan Agreement Bridge Loan and the PIK Notes as of the respective dates are set forth below (in thousands):
 June 30, 2019 December 31, 2018
 Carrying Amount Fair Value Carrying Amount Fair Value
Term Loan Agreement$60,850
 $64,198
 $62,335
 $65,794
Bridge Loan$
 $
 $49,568
 $50,000
PIK Notes$54,131
 $61,919
 $
 $
 March 31, 2020 December 31, 2019
 Carrying Amount Fair Value Carrying Amount Fair Value
Term Loan Agreement$59,602
 $57,926
 $57,506
 $56,895

The Company has nonfinancial assets measured at fair value on a non-recurring basis which include property and equipment, intangible assets and right to use assets for which fair value is calculated when declines in their respective fair values are determined to have occurred.  These fair value calculations incorporate a market and a cost approach and the inputs include projected revenue, costs, equipment utilization and other assumptions.  Given the unobservable inputs, those fair value measurements are classified as Level 3. As discussed in Note 4, the Company recorded impairment write down for its property and equipment and intangible assets of $40.0 million and $3.9 million, respectively, during the three months ended March 31, 2020.
Cash, Cash Equivalents and Cash - Restricted
The following table provides a reconciliation of cash, cash equivalents and cash - restricted reported within the condensed consolidated balance sheets to the same such amounts shown in the condensed consolidated statements of cash flows (in thousands).

 June 30, March 31,
 2019 2018 2020 2019
Cash and cash equivalents $1,030
 $5,383
 $8,120
 $2,201
Cash - restricted 73
 19,701
 73
 73
Cash and cash equivalents and cash - restricted as shown in the consolidated statement of cash flows $1,103
 $25,084
 $8,193
 $2,274

The Company's restricted cash at June 30, 2018 included $11.0 million related to a prior restriction under the Term Loan Agreement and $8.7 million as collateral for certain outstanding letters of credit and the Company's corporate credit card program under a prior credit facility with Regions.
Revenue Recognition
Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by providing service to a customer. Amounts are billed upon completion of service and are generally due within 30 days.

The Company has its principal revenue generating activities organized into three service lines, well servicing, coiled tubing and fluid logistics. The Company's well servicing line consists primarily of maintenance, workover, completion, plugging and abandonment, and tubing testing services. The Company's coiled tubing line consists of maintenance, workover and completion services. The Company's fluid logistics line provides supporting services to the well servicing line as well as direct sales to customers for fluid management and movement. The Company generally establishes a master services agreement with each customer and provides associated services on a work order basis in increments of days, by the hour for services performed or on occasion, bid/turnkey pricing. Services provided under the well servicing, coiled tubing and the fluid logistics segments are short in duration and generally completed within 30 days.
The majority of the Company’s contracts with customers in the well servicing, coiled tubing and fluid logistics segments are short-term in nature and are recognized as “over-time” performance obligations as the services are performed. The Company applies the “as-invoiced” practical expedient as the amount of consideration the Company has a right to invoice corresponds directly with the value of the Company’s performance to date. Because of the short-term nature of the Company’s services, which generally last a few hours to multiple days, the Company does not have any contracts with a duration longer than one year that require disclosure. The Company has no material contract assets or liabilities.
The Company does not have any revenue expected to be recognized in the future related to remaining performance obligations or contracts with variable consideration related to undelivered performance obligations. There was no revenue recognized in the current period from performance obligations satisfied in previous periods. The Company's significant judgments made in connection with the adoption of ASCAccounting Standards Codification ("ASC") 606 included the determination of when the Company satisfies its performance obligation to customers and the applicability of the as invoiced practical expedient.
Leases
Effective January 1, 2019, the Company adopted an accounting standard update issued by the Financial Accounting Standards Board (FASB) related to accounting for leases, which requires lessees to record assets and liabilities that arise for all leases on their balance sheet and expanded financial statement disclosures for both lessees and lessors. Previously, only capital leases were recorded on the balance sheet. This update requires lessees to recognize a lease liability equal to the present value of its lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases longer than 12 months. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities and instead recognize lease expense for such leases generally on a straight-line basis over the lease term. Leases with a term of longer than 12 months will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.
3. Going Concern
The Company adopted this standardis required to evaluate whether there is a substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern, management has considered conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for one year following the date the Company’s financial statements are issued. These conditions and evaluations included the Company’s current financial condition and liquidity sources, including current cash and cash equivalents balances, forecasted cash flows, the Company’s obligations due within twelve months of the date these financial statements were issued, including the Company’s obligations described in Note 7 - Long-Term Debt, and the other conditions and events described below.
The Company has incurred substantial net losses and losses from operations for the quarter ended March 31, 2020 and for the year ended December 31, 2019. As of March 31, 2020, the Company had cash and cash equivalents of approximately $8.1 million. The Company has a working capital facility under the Revolving Loan Agreement (as described below) that is based on the Company’s accounts receivable; however, as of March 31, 2020, the Company did not have funds available to borrow under the Revolving Loan Agreement. Loans under the Revolving Loan Agreement mature in January 2021 and loans under the Term Loan Agreement mature in April 2021, in each case within the 12-month going concern evaluation period. In March 2020, a prospective basis usinglimited waiver was obtained under the optional modified retrospective transition method.Revolving Loan Agreement, providing relief extending through June 30, 2020, from the requirement to provide an unqualified opinion on the Company’s consolidated financial statements for the fiscal year ended December 31, 2019. There can be no assurance that the Company will be able to negotiate an extension of the Revolving Loan, obtain future waivers, or have sufficient funds to repay its obligations under the Revolving Loan Agreement when they come due. As such,of March 31, 2020, the comparative financial informationCompany had $4.0 million of loans outstanding under the Revolving Loan Agreement, which is recorded as a current liability. In addition, the PIK Notes became mandatorily convertible into common stock upon maturity on June 30, 2020, provided, however, each of Ascribe Capital LLC and Solace Capital Partners LP, on behalf of each of their funds that is a holder of PIK Notes issued under the Indenture which in the aggregate hold $48.9 million of face value of the PIK Notes, agreed to extend the maturity date under the Indenture to November 30, 2020 of the Excess PIK Notes (as defined below). The Company does not

currently have sufficient authorized common shares to fully convert, nor the liquidity to repay, the $61.8 million accrued amount of PIK Notes upon their maturity, requiring shareholder approval to authorize additional shares, which has not been restated and continuesoccurred as of the date of these financial statements. There is also uncertainty as to be reportedwhether the Company will have sufficient liquidity to repay the loans under the lease standard in effect during those periods.Term Loan Agreement totaling $59.6 million when they mature on April 13, 2021. In addition, the Company may not have access to other sources of external capital on reasonable terms, or at all. The Company also elected other practical expedients provided by the new standard, including the packageexpects to continue to experience volatility in market demand, which creates normal oil and gas price fluctuations, as well as external market pressures due to effects of practical expedients, the hindsight practical expedientglobal health concerns, such as COVID-19, and the short-term lease recognition practical expedient in which leasesoil price war triggered by Russia and Saudi Arabia that are not within our control.
Management’s plans to alleviate this substantial doubt include: (i) continuing to discuss amendments with athe Company’s lenders to seek to extend the term of 12 months the Revolving Loan Agreement and the Term Loan Agreement; (ii) negotiate with the holders of the mandatorily convertible PIK Notes as to the terms of the conversion and/or less are not recognizedcomplete a shareholder vote to authorize more common shares available for issuance; (iii) continuing to manage operating costs by actively pursuing cost cutting measures to maximize liquidity in line with current industry economic expectations; and/or (iv) pursuing additional financings with existing and new lenders. Based on the balance sheet. The adoptionuncertainty of this standard resulted inachieving these goals and the recognitionsignificance of approximately $6.2 millionthe factors described, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of operating lease right-of-use assets and operating lease liabilities onone year after the balance sheet as of January 1, 2019. The adoption of this standard did not materially impact the condensed consolidateddate these financial statements of operations for the three and six months ended June 30, 2019. See Note 8 for the expanded lease disclosures required by the new standard.are issued.

3.4. AcquisitionImpairment of Cretic Energy Services, LLC
Long-Lived Assets
On November 16, 2018,The oil and gas industry experienced a significant disruption during the first quarter of 2020 as a result of the oil price war initiated by Saudi Arabia and Russia in February 2020 and the substantial decline in global demand for oil caused by the COVID-19 pandemic. These events resulted in a steep decline in prices, with physical markets showing signs of distress as spot prices were also negatively impacted by the lack of available storage capacity. Demand for our services declined in the face of depressed crude oil pricing.
These market conditions have significantly impacted the Company's business and outlook with material adverse impacts to operations anticipated to continue in the near-term. Customers continue to revise their capital budgets in order to adjust spending levels in response to the lower commodity prices, and the Company acquired 100%has experienced, and continues to experience, significant customer activity reductions and pricing pressure for products and services. The Company has determined these recent events constituted a triggering event that required a review of the outstanding unitsrecoverability of Cretic Energy Services, LLC (Cretic). The acquisition of Cretic was accounted for as a business combination using the acquisition method of accounting. The aggregate purchase price was $69.4 million in cash (net of $2.2 million cash acquired).
The purchase price paid in the acquisition has been preliminarily allocated to record the acquiredlong-lived assets and assumed liabilities based on their estimated fair value. When determining the fair valuesperformed an interim impairment assessment of assets acquiredproperty and liabilities assumed, management made significant estimates, judgmentsequipment and assumptions. Management estimated that consideration paid exceeded theintangibles as of March 31, 2020.
The fair value of long-lived assets was determined based on a discounted cash flow analysis. These analyses included significant judgment, including management’s short-term and long-term forecast of operating performance, discount rates based on weighted average cost of capital, revenue growth rates, profitability margins, capital expenditures, the nettiming of future cash flows based on an eventual recovery of the oil and gas industry, and in the case of long-lived assets, acquired. The goodwill recorded was primarily attributablethe remaining useful life and service potential of the assets. These impairment assessments incorporate inherent uncertainties, including projected commodity pricing, supply and demand for services and future market conditions, which are difficult to synergies related to the Company’s coiled tubing business strategy that are expected to arisepredict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the Cretic acquisition andestimated assumptions utilized in forecasts.
Based upon the Company's impairment assessments, it was attributable todetermined the Company’s coiled tubing segment.
Proforma Results fromcarrying amount of certain of the Cretic Acquisition (unaudited)
The following unaudited consolidated pro forma information is presented as ifCompany's long-lived assets exceeded their respective fair values. Therefore, the Cretic acquisition had occurred on January 1, 2018 (in thousands):

  Pro Forma
  Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
Revenue $57,611
 $107,067
     
Net loss $(8,926) $(19,498)

The unaudited pro forma amounts above have been calculated after applying the Company’s accounting policies and adjusting the Cretic acquisition results to reflect the increase to interest expense and depreciation and amortization that would have been charged assuming the fair value adjustmentsCompany recorded impairments to property and equipment and intangible assets had been applied from January 1, 2018totaled $43.9 million during the three months ended March 31, 2020. The Company will continue to evaluate its long-lived assets in future quarters and other related pro forma adjustments. could be required to record additional impairments in future reporting periods in the event market conditions continue to deteriorate.
The pro forma amounts do not include any potential synergies, cost savings or other expected benefitsfollowing table presents the components of the Cretic acquisition, andimpairment write down, which are presented for illustrative purposes only and are not necessarily indicativereflected on the consolidated statement of results that would have been achieved if the Cretic acquisition had occurred as of January 1, 2018 or of future operating performance. operations (in thousands):
 Three Months Ended March 31,
 2020 2019
Impairment of property and equipment$40,030
 $
Impairment of intangible assets3,887
 
 $43,917
 $

4.5. Property and Equipment
Property and equipment consisted of the following (in thousands):

Estimated
Life in Years
 June 30, 2019 December 31, 2018
Estimated
Life in Years
 March 31, 2020 December 31, 2019
Well servicing equipment9-15 years $132,358
 $128,647
9-15 years $103,065
 $132,562
Autos and trucks5-10 years 25,375
 32,132
5-10 years 14,586
 20,627
Autos and trucks - finance lease5-10 years 23,198
 20,416
5-10 years 20,387
 22,136
Disposal wells5-15 years 4,159
 3,977
5-15 years 3,065
 3,835
Building and improvements5-30 years 5,901
 5,705
5-30 years 4,620
 6,216
Furniture and fixtures3-15 years 3,032
 2,797
3-15 years 3,066
 3,154
Land 868
 868
 480
 647
 194,891
 194,542
 
(2) 
149,269
 189,177
Accumulated depreciation (1)
 (56,111) (45,934) (68,168) (63,768)
 $138,780
 $148,608
 $81,101
 $125,409
(1) Includes accumulated depreciation of finance lease assets of $6.1$8.4 million and $4.5$7.7 million at June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively.
(2) Includes impairment adjustment related to property and equipment of $40.0 million at March 31, 2020 (see Note 4).

Depreciation expense was $6.7$5.7 million and $7.4$9.0 million for the three months ended June 30,March 31, 2020 and 2019, and 2018, respectively, and $15.7 million and $14.2 million for the six months ended June 30, 2019 and 2018, respectively. Depreciation of assets held under finance leases was $1.1 million and $0.7$1.2 million for the three months ended June 30,March 31, 2020 and 2019, and 2018, respectively, and $2.3 million and $1.4 million for the six months ended June 30, 2019 and 2018, respectively, and is included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. Gains that resulted from the sale of property and equipment was $0.3 million and $1.1 million for the three months ended March 31, 2020 and 2019, respectively, which are included as direct operating costs. Impairment expense related to property and equipment totaled $40.0 million for the three months ended March 31, 2020.

5.6. Goodwill and Other Intangible Assets
Goodwill
Goodwill totaled $19.7 million at June 30, 2019 and December 31, 2018 related to the acquisition of Cretic and is deductible for tax purposes.

Other Intangible Assets
The following table sets forth the identified other intangible assets by major asset class (in thousands):
Useful Life
(years)
 
Gross
Carrying Value
 
Accumulated
Amortization
 
Net Book
Value
Useful Life
(years)
 
Gross
Carrying Value
 Impairment Expense 
Accumulated
Amortization
 
Net Book
Value
June 30, 2019      
March 31, 2020        
Customer relationships6-15 $11,378
 $(1,318) $10,060
6-15 $11,378
 $(3,159) $(2,330) $5,889
Trade names10-15 3,072
 (608) 2,464
10-15 3,072
 (580) (577) 1,915
Covenants not to compete4 1,505
 (834) 671
4 1,505
 (148) (1,117) 240
 $15,955
 $(2,760) $13,195
 $15,955
 $(3,887) $(4,024) $8,044
December 31, 2018      
December 31, 2019        
Customer relationships6-15 $11,378
 $(832) $10,546
6-15 $11,378
 $
 $(2,079) $9,299
Trade names10-15 3,072
 (496) 2,576
10-15 3,072
 
 (515) 2,557
Covenants not to compete4 1,505
 (647) 858
4 1,505
 
 (1,022) 483
 $15,955
 $(1,975) $13,980
 $15,955
 $
 $(3,616) $12,339

AmortizationImpairment expense was $0.3 million and $0.3related to intangible assets totaled $(3.9) million for the three months ended June 30, 2019 and 2018, respectively, and $0.8March 31, 2020. Amortization expense was $0.4 million and $0.6$0.4 million for the sixthree months ended June 30,March 31, 2020 and 2019, and 2018, respectively.

Future amortization of these intangiblesintangible assets for the remaining periods through December 31 will be as follows:
2019$819
20201,637
$768
20211,367
860
20221,261
793
20231,261
793
2024784
Thereafter6,850
4,046
$13,195
$8,044

6.7. Long-Term Debt
Long-term debt consisted of the following (in thousands):
June 30, 2019 December 31, 2018March 31, 2020 December 31, 2019
Term Loan Agreement of $55.0 million and $60.0 million, plus $8.9 million and $6.0 million of accrued interest paid in kind and net of debt discount of $3.0 million and $3.6 million as of June 30, 2019 and December 31, 2018, respectively$60,850
 $62,335
PIK Notes, including $2.4 million accretion of interest and conversion premium54,131
 
Bridge Loan of $50.0 million, net of debt discount of $0.4 million as of December 31, 2018
 49,568
Term Loan Agreement of $47.4 million, plus $14.1 million and $12.4 million of accrued interest paid-in-kind and net of debt discount of $1.9 million and $2.3 million as of March 31, 2020 and December 31, 2019, respectively$59,602
 $57,506
PIK Notes of $51.8 million, plus $2.2 million and $0.9 million of accrued interest paid-in-kind, and including $7.8 million and $6.0 million accretion of interest and conversion premium as of March 31, 2020 and December 31, 2019, respectively61,802
 58,646
Revolving Loan Agreement6,000
 
4,000
 4,000
Finance leases13,258
 13,319
9,622
 10,045
Insurance notes962
 5,194
2,829
 4,498
Total debt135,201
 130,416
137,855
 134,695
Less: Current portion(60,273) (59,321)(73,745) (72,059)
Total long-term debt$74,928
 $71,095
$64,110
 $62,636

Term Loan Agreement
On April 13, 2017, FES LLC, as borrower, and the Company and certain of its subsidiaries, as guarantors, entered into the Term Loan Agreement. FES LLC isand Security Agreement (the "Term Loan Agreement") with the borrower, or the Borrower, under the Termlenders party thereto and Wilmington Trust, National Association, as agent (the “Term Loan Agreement. The Borrower’s obligations have been guaranteed by FES Ltd. and by TES, CCF and FEI, each direct subsidiaries of the Borrower and indirect subsidiaries of FES Ltd.Agent”). The Term Loan Agreement, as amended, providesprovided for a term loan of $60.0 million, excluding paid in kindpaid-in-kind interest. Subject to certain exceptions and permitted encumbrances, the obligations under the Term Loan Agreement are secured by a first priority security interest in substantially all the assets of the Company other than accounts receivable, cash and related assets, which constitute priority collateral under the Revolving Loan Agreement (described below). The Term Loan Agreement has a stated maturity date of April 13, 2021.
Borrowings under the Term Loan Agreement bear interest at a rate equal to five percent (5%) per annum payable quarterly in cash, or the Cash Interest Rate, plus (ii) an initial paid in kindpaid-in-kind interest rate of seven percent (7%) commencing April 13, 2017 to be capitalized and added to the principal amount of the term loan or, at the election of the Borrower, paid in cash. The paid in kindpaid-in-kind interest increases by two percent (2%) twelve months after April 13, 2017 and every twelve months thereafter until maturity. Upon and after the occurrence of an event of default, the Cash Interest Rate will increase by two percentage points per annum. During the sixthree months ended June 30, 2019, $2.9March 31, 2020, $1.7 million of interest was paid in kind.paid-in-kind. At June 30, 2019,March 31, 2020, the paid in kindpaid-in-kind interest rate was 11%.
The Company is permitted under the Term Loan Agreement to voluntarily repay the outstanding term loans at any time without premium or penalty. The Company is required to use the net proceeds from certain events, including but not limited to, the disposition of assets, certain judgments, indemnity payments, tax refunds, pension plan refunds, insurance awards and certain incurrences of indebtedness to repay outstanding loans under the Term Loan Agreement. The Company may also be required to use cash in excess of $20.0 million to repay outstanding loans under the Term Loan Agreement.
The Term Loan Agreement includes customary negative covenants for an asset-based term loan, including covenants limiting the ability of the Company to, among other things, (i) effect mergers and consolidations, (ii) sell assets, (iii) create or suffer to

exist any lien, (iv) make certain investments, (v) incur debt and (vi) transact with affiliates. In addition, the Term Loan Agreement includes customary affirmative covenants for an asset-based term loan, including covenants regarding the delivery of financial statements, reports and notices to the Agent. The Term Loan Agreement also contains customary representations and warranties and event of default provisions for a secured term loan.
Amendment to Term Loan Agreement and Joinder
In connection with the Cretic acquisition, on November 16, 2018, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 1 to Loan and Security Agreement and Pledge and Security Agreement (the “Term Loan Amendment”) with the lenders party thereto and Wilmington Trust, National Association, as agent (the “Term Loan Agent”), pursuant to which the Term Loan Agreement, was amended to, among other things, permit (i) debt under the Revolving Loan Agreement (described below) and the liens securing the obligations thereunder, (ii) the incurrence of add-on term loans under the Term Loan Agreement in an aggregate principal amount of $10.0 million and (iii) the incurrence of one-year “last-out” bridge loans under the Term Loan Agreement in an aggregate principal amount of $50.0 million (the “Bridge Loan”).
In addition, on November 16, 2018, Cretic entered into joinder documentation pursuant to which it became a guarantor under the Term Loan Agreement and a pledgor under the Pledge and Security Agreement referred to in the Term Loan Agreement.
Revolving Loan Agreement
In connection with the Cretic Acquisition, onOn November 16, 2018, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “Revolving Loan Agreement”) with the lenders party thereto and Regions Bank, as administrative agent and collateral agent (the “Revolver Agent”). The Revolving Loan Agreement, as amended, provides for $35$9.0 million of revolving loanletter of credit commitments, subject to a borrowing base comprised of 85% of eligible accounts receivable, 90% of eligible investment grade accounts receivable (in each case, less allowance for doubtful accounts) and 100% of eligible cash, less reserves. The loansletter of credit commitments under the Revolving Loan Agreement expire in December 2020, and letter of credit issued under the Revolving Loan Agreement, accrue interestfees at a floating rate of LIBOR plus 2.50% - 3.25%, or a base rate plus 1.50% - 2.25%, with the margin based on the fixed charge coverage ratio from time to time.4.25% per annum.
The Revolving Loan Agreement is secured on a first lien basis by substantially all assets of the Company and its subsidiaries, subject to an intercreditor agreement between the Revolver Agent and the Term Loan Agent which provides that the priority collateral for the Revolving Loan Agreement consists of accounts receivable, cash and related assets, and that the other assets of the Company and its subsidiaries constitute priority collateral for the Term Loan Agreement. At March 31, 2020, the Company had $4.0 million of borrowings outstanding, and $6.9 million in letters of credit outstanding. At June 30, 2019 we2020, the Company had $6.0 millionno revolving loans outstanding or available borrowings outstanding, $6.1and $6.9 million in letters of credit outstanding, with $2.1 million in available commitments.
Amendments and Waivers to Revolving Loan Agreement and Term Loan Agreement
On February 3, 2020 the Company and certain of its subsidiaries, as borrowers, entered into the Second Amendment to Credit Agreement, effective December 31, 2019, (the “February 2020 Revolving Loan Amendment”), with the lenders party thereto and the Revolver Agent. Among other things, the February 2020 Revolving Loan Amendment reinstated a minimum excess line availability covenant for the monthly periods from December 2019 through July 2020 and removed the requirement to test for the purpose of $9.9 million.a financial covenant, the fixed charge coverage ratio for the monthly periods from December 2019 through June 2020.
On March 20, 2020, the Company and certain of its subsidiaries, as borrowers, entered into the Third Amendment and Temporary Limited Waiver to Credit Agreement (the “March 2020 Revolving Loan Amendment”) with the lenders party thereto and the Revolver Agent. Pursuant to the March 2020 Revolving Loan Amendment, the requirement for the Company to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019 was waived until June 30, 2020 (the “Revolving Loan Agreement Temporary Waiver”). In addition, the commitments under the Revolving Loan Agreement were reduced from $35.0 million to $27.5 million, and interest under the Revolving Loan Agreement was increased from a range of LIBOR plus 2.50% to 3.25% or base rate plus 1.50% to 2.25% based on the fixed charge coverage ratio from time to time, to LIBOR plus 4.25% or base rate plus 3.25%.
On March 20, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, obtained a corresponding waiver under the Term Loan Agreement for the requirement to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019.
On March 23, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 3 to Loan and Security Agreement (the “March 2020 Term Loan Amendment”) with the lenders party thereto and the Term Loan Agent. Pursuant to the March 2020 Term Loan Amendment, there will be no cross-default to the Revolving Loan Agreement resulting from the expiration of the Revolving Loan Agreement Temporary Waiver.
On May 15, 2020, the Company entered into further amendments to the Revolving Loan Agreement and the Term Loan Agreement, as described below in Note 17 - Subsequent Events.
On June 26, 2020, the Company entered into further amendments to the Revolving Loan Agreement, as described below in Note 17 - Subsequent Events.
On June 29, 2020, the Company entered into further amendments to the Term Loan Agreement, as described in Note 17 - Subsequent Events.
5% Subordinated Convertible PIK Notes
On March 4, 2019, the Company issued $51.8 million aggregate original principal amount of 5.00% Subordinated Convertible PIK Notes due June 30, 2020 (the “PIK Notes”). On March 4, 2019, the Company, as Issuer, and Wilmington Trust, National Association, as Trustee, entered into an Indenture governing the terms of the PIK Notes.
The PIK Notes bear interest at a rate of 5.00% per annum. Interest on the PIK Notes will be accrued and payable, or capitalized to principal if not permitted to be paid in cash, semi-annually in arrears on July 1June 30 and January 1December 31 of each year, commencing

on June 30, 2019. The Company capitalized PIK Note interest totaling $0.1 million on July 1, 2019.2019 and $1.3 million on January 1, 2020, which corresponds to the date the interest was determined to be paid.
The PIK Notes are the unsecured general subordinated obligations of the Company and are subordinated in right of payment to any existing and future secured or unsecured senior debt of the Company.Company, including debt incurred under the Term Loan Agreement and the Revolving Loan Agreement. The payment of the principal of, premium, if any, and interest on the PIK Notes will be subordinated to the prior payment in full of all of the Company’s existing and future senior

indebtedness. indebtedness, including debt incurred under the Term Loan Agreement and the Revolving Loan Agreement. In the event of a liquidation, dissolution, reorganization or any similar proceeding, obligations on the PIK Notes will be paid only after senior indebtedness has been paid in full. Pursuant to the Indenture, the Company is not permitted to (1) make cash payments to pay principal of, premium, if any, and interest on or any other amounts owing in respect of the PIK Notes, or (2) purchase, redeem or otherwise retire the PIK Notes for cash, if any senior indebtedness is not paid when due or any other default on senior indebtedness occurs and the maturity of such indebtedness is accelerated in accordance with its terms unless, in any case, the default has been cured or waived, and the acceleration has been rescinded or the senior indebtedness has been repaid in full.
The Indenture also provides that upon a default by the Company in the payment when due of principal of, or premium, if any, or interest on, indebtedness in the aggregate principal amount then outstanding of $5.0 million or more, or acceleration of the Company’s indebtedness so that it becomes due and payable before the date on which it would otherwise have become due and payable, and if such default is not cured or waived within 30 days after notice to the Company by the Trusteetrustee or by holders of at least 25% in aggregate principal amount of the PIK Notes then outstanding, the principal of, (and premium, if any) and accrued and unpaid interest on, the PIK Notes may be declared immediately due and payable.
The PIK Notes are redeemable in whole or from time to time in part at the Company’s option at a redemption price equal to the sum of (i) 100.0% of the principal amount of the PIK Notes to be redeemed and (ii) accrued and unpaid interest thereon to, but excluding, the redemption date, which amounts may be payable in cash or in shares of the Company’s common stock, (subject to limitations, if any, in the documentation governing the Company’s senior indebtedness). If redeemed for the Company’s common stock the holder will receive a number of shares of the Company’s common stock calculated based on the Fair Market Value of a share of the Company’s common stock at such time, in each case less a 15% discount per share. The 15% discount represents an implied conversion premium at issuance which will be settled in common stock at the date of conversion.  As such, the face value of the PIK Notes will be accreted to the settlement amount at June 30, 2020.  For the three and six months ended June 30,March 31, 2020 and 2019, the Company recorded $1.8 million and $2.4$0.6 million, respectively, in interest expense related to the accretion of the conversion premium.
The Indenture contains provisions permitting the Company and the trustee in certain circumstances, without the consent of the holders of the PIK Notes, and in certain other circumstances, with the consent of the holders of not less than a majority in aggregate principal amount of the PIK Notes at the time outstanding to execute supplemental indentures modifying the terms of the Indenture and the PIK Notes as described Itdescribed. The Indenture also provided in the Indentureprovides that, subject to certain exceptions, the holders of a majority in aggregate principal amount of the PIK Notes at the time outstanding may on behalf of the holders of all the PIK Notes waive any past default or event of default under the Indenture and its consequences.
The Indenture provides for mandatory conversion of the PIK Notes at maturity (or such earlier date as the Company shall elect to redeem the PIK Notes), or upon a Marketed Public Offeringmarketed public offering of the Company’s common stock or a Change of Control, in each case as defined in the Indenture, at a conversion rate per $100 principal amount of PIK Notes into a number of shares of the Company’s common stock calculated based on the Fair Market Value of a share of the Company’s common stock at such time, in each case less a 15% discount per share.
Fair Market Value means fair market value as determined by (A) in the case of a Marketed Public Offering,marketed public offering, the offering price per share paid by public investors in the Marketed Public Offering,such marketed public offering, (B) in the case of a Change of Control, the value of the consideration paid per share by the acquirer in the Change of Control transaction, or (C) in the case of mandatory conversion at the Maturity Date (or such earlier date as the Company shall elect to redeem the PIK Notes), such value as shall be determined by a nationally recognized investment banking firm engaged by the Board of Directors of the Company.
The Company usedEffective November 14, 2019, each of Ascribe Capital LLC and Solace Capital Partners LP, on behalf of each of their funds that is a holder of PIK Notes issued under the gross proceedsIndenture which in the aggregate hold $48.9 million of $51.8 million that it received from the issuanceface value of the PIK Notes, agreed to repay allextend the maturity date under the Indenture to November 30, 2020 of those PIK Notes (the "Excess PIK Notes"), for which there are not at June 30, 2020 sufficient authorized shares of common stock of the outstanding principal andCompany to effect the mandatory conversion of the Excess PIK Notes, after giving effect to the conversion of PIK Notes held by other holders of PIK Notes who have not agreed to a maturity date extension or conversion deferral.  Each also agreed to defer the mandatory conversion feature under the Indenture for such Excess PIK Notes until after the Company’s stockholders have authorized sufficient additional shares of the Company’s common stock to permit such conversion.
On June 29, 2020, the Company notified the PIK Note holders of a possible default due to property tax penalties that have been accrued and unpaid interest on the Bridge Loan.are outstanding, as further described in Note 17 - Subsequent Events.
Interest on the Bridge Loan prior to its repayment accrued at a rate of 14% (5% cash interest plus 9% PIK interest). The payment obligations of the Borrower under the Bridge Loan have been fully satisfied as of March 4, 2019.
The exchange of the Bridge Loan for the PIK Notes was recognized as a modification of the Term Loan as the amended Term Loan, resulting from the exchange, was not substantially different from the Term Loan. As such, the net carrying value of the Term Loan was not adjusted and a new effective interest that equates the revised cash flows of the modified Term Loan to the existing carrying value of the Term Loan was computed and applied prospectively. Costs incurred with third parties of approximately $1.6 million, related to the issuance of the PIK Notes, were recognized in interest expense for the six months ended June 30, 2019.
Insurance Notes
TheDuring 2019 and 2018, the Company entered into insurance promissory notes for the payment of insurance premiums at an interest rate of 4.99% and 3.27% respectively, with an aggregate principal amount outstanding of approximately $1.0$2.8 million and $5.2$4.5 million as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. The amount outstanding could be substantially offset by the cancellation of the related insurance coverage which is classified in prepaid insurance. These notes are or were payable in nine monthly installments with maturity dates of August 15, 2020 and July 15, 2019, respectively.

7.8. Commitments and Contingencies
Concentrations of Credit Risk
Financial instruments which subject the Company to credit risk consist primarily of cash balances maintained in excess of federal depository insurance limits and trade receivables. Insurance coverage is currently $250,000 per depositor at each financial institution, and the Company's non-interest bearing cash balances exceeded federally insured limits. The Company restricts investment of temporary cash investments to financial institutions with high credit standings.
The Company’s customer base consists primarily of multi-national and independent oil and natural gas producers. The Company does not require collateral on its trade receivables. For the sixthree months ended June 30, 2019,March 31, 2020, the Company's largest customer, five largest customers, and ten largest customers constituted 10.0%13.4%, 33.8%37.9% and 46.5%52.2% of consolidated revenues, respectively. The loss of any one of the Company's top five customers could have a materially adverse effect on the revenues and profits of the Company. Further, the Company's trade accounts receivable are from companies within the oil and natural gas industry and as such the Company is exposed to normal industry credit risks. As of June 30, 2019,March 31, 2020, the Company's largest customer, five largest customers, and ten largest customers constituted 4.8%6.2%, 27.0%27.9% and 44.2%39.8% of accounts receivable, respectively.
The Company’s largest five customers includes Chesapeake Energy who on June 28, 2020 filed for Chapter 11 Bankruptcy.  The Company’s payments received from Chesapeake Energy are subject to analysis for preference as is customary in bankruptcy proceedings.  As of the date of this filing there has been no indication of outcome from this analysis or communication from the bankruptcy proceedings, as such the outcome of Chesapeake Energy’s Bankruptcy and its effects on the Company is uncertain. The Company continually evaluates its reserves for potential credit losses and establishes reserves for such losses.
Employee Benefit Plan
The Company has a 401(k) retirement plan for substantially all of its employees based on certain eligibility requirements. The Company may provide profit sharing contributions to the plan at the discretion of management. No such discretionary contributions have been made since inception of the plan.
Litigation
The Company is subject to various other claims and legal actions that arise in the ordinary course of business. The Company does not believe that any of the currently existing claims and actions, separately or in the aggregate, will have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. It is reasonably possible that cases could be resolved and result in liabilities that exceed the amounts currently reserved; however, wethe Company cannot reasonably estimate a range of loss based on the status of the cases. If one or more negative outcomes were to occur relative to these matters, the aggregate impact to the Company’s financial condition could be material.
Self-Insurance
The Company is self-insured under its Employee Group Medical Plan for the first $150 thousand per individual. The
As of March 31, 2020, the Company is self-insured withhas a retentionper occurrence $2.0 million deductible for the first $250 thousand in general liability. The Company has an additional premium payable clause under its lead $10of $10.0 million limit excess policy that states in the event alosses exceed $2.0 million, an additional loss exceeds $1 million, a loss additional premium of up to 15% to 17% of paidwill be payable for losses in excess of $1 million will be due.$2.0 million. The additional loss additional premium is payable at the time when the insurers pay for the loss is paid and will be payable over a period agreed by the insurers.
The Company has accrued liabilities totaling $5.9$5.8 million and $5.2$7.0 million as of June 30, 2019March 31, 2020 and December 31, 2018,2019, respectively, for the projected additional premium and self-insured portion of these insurance claims as of the financial statement dates. This accrual includes claims made as well as an estimate for claims incurred but not reported by using third party data and claims history as of the financial statement dates.
Other
The Company is currently undergoing sales and use tax audits for multi-year periods. The Company believes the outcome of these audits will not have a material adverse effect on its results of operations or financial position. Because certain of these audits are in a preliminary stage, an estimate of the possible loss or range of loss cannot reasonably be made.


89. Leases

The Company adopted a comprehensive new lease accounting standard effective January 1, 2019. The details of the significant changes to our accounting policies resulting from the adoption of the new standard are set out below. The Company adopted the standard on a prospective basis using the optional modified retrospective transition method; accordingly, the comparative information as of December 31, 2018 and for the three and six months ended June 30, 2018 has not been adjusted and continues to be reported under the previous lease standard. Under the new lease standard, assets and liabilities that arise from all leases are required to be recognized on the balance sheet for lessees. Previously, only capital leases, which are now referred to as finance leases, were recorded on the balance sheet.

Beginning January 1, 2019, for all leases with a term in excess of 12 months, the Company recognized a lease liability equal to the present value of the lease payments and a right-of-use asset representing our right to use the underlying asset for the lease term. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term, while finance leases include both an operating expense and an interest expense component. For all leases with a term of 12 months or less, the Company elected the practical expedient to not recognize lease assets and liabilities. The Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases including month-to-month agreements that continue in perpetuity until the lessor or the Company terminates the lease agreement.
The Company is a lessee for operating leases, primarily related to real estate, salt water disposal wells and equipment. The vast majority of our operating leases have remaining lease terms of 10 years or less, some of which include options to extend the leases, and some of which include options to terminate the leases. The Company generally does not include renewal or termination options in the assessment of leases unless extension or termination is deemed to be reasonably certain. The accounting for some leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in the net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options. Salt water disposal well locations have fixed or both fixed and variable lease amounts where the variable lease payments are based on the volume of fluids injected into to the well and/or sales of products by the Company. The Company also has some lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.
The Company is a lessee for finance leases related to autos and trucks and well servicing equipment. The vast majority of the Company's finance leases have remaining lease terms of three years or less, all of which include options to terminate the leases after one year and do not include options to extend the lease. For all finance leases, the Company is subject to a residual value guarantee established by the lessor and based upon the calculated net book value of the vehicle as of the date of early termination of the lease. The loans are collateralized by equipment purchased with the proceeds of such loans. For finance leases, the Company uses discount rates similar to incremental borrowing rates available for comparable equipment financing in our net present value calculation of lease payments. The Company's vehicle finance lease agreements contain lease and non-lease components, which are accounted for separately.
The following tables illustrate the financial impact of the Company's leases, as of and for the three and six months ended June 30, 2019, along with other supplemental information about the Company's leases (in thousands, except years and percentages):
Three Months Ended March 31,
Three Months Ended
June 30, 2019
 Six Months Ended
June 30, 2019
2020 2019
Components of lease expense:      
Finance lease cost:      
Amortization of right-of-use assets$1,110
 $2,324
$1,068
 $1,214
Interest on lease liabilities154
 293
90
 139
Operating lease cost:

 



 

Lease expense (1)
367
 733
374
 336
Short-term lease cost647
 1,306
558
 374
Total lease cost$2,278
 $4,656
$2,090
 $2,063
(1) Includes variable lease costs of $75$65 thousand and $150$45 thousand for the three and six months ended June 30,March 31, 2020 and 2019, respectively.

As of
June 30, 2019March 31, 2020 December 31, 2019
Components of balance sheet:    
Operating leases:    
Operating lease right-of-use assets (non-current)$5,785
$5,496
 $6,235
Current portion of operating lease liabilities$756
$790
 $1,476
Long-term operating lease liabilities, net of current portion$5,029
$4,706
 $4,759
Finance leases:    
Property and equipment, net$17,068
$14,390
 $14,467
Current portion of long-term debt$5,180
$5,115
 $4,915
Long-term debt, net of current portion and debt discount$8,078
Long-term debt, net of current portion$4,507
 $5,130

Three Months Ended March 31,
Three Months Ended
June 30, 2019
 Six Months Ended
June 30, 2019
2020 2019
Other supplemental information:      
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases$1,014
 $2,039
$374
 $710
Operating cash flows for finance leases - interest$154
 $293
$90
 $139
Financing cash flows for finance leases$1,219
 $2,387
$1,246
 $1,168
Noncash activities from right-of-use assets obtained in exchange for lease obligations:      
Operating leases$
 $6,150
$
 $6,150
Finance leases$890
 $2,326
$823
 $1,436
   
March 31, 2020  
Weighted-average remaining lease term:      
Operating leases

 8.5 years
7.8 years
 

Finance leases

 2.6 years
3.6 years
 

Weighted-average discount rate:      
Operating leases

 7.50%7.4% 

Finance leases

 4.19%5.3% 


The following table summarizes the maturity of the Company's debt, operating and finance leases as of June 30, 2019March 31, 2020 (in thousands):
Operating Leases - Related Party Operating Leases - Other Finance LeasesDebt Operating Leases - Related Party Operating Leases - Other Finance Leases
2019$39
 $1,235
 $3,248
202058
 1,060
 5,474
$60,831
 $23
 $858
 $4,088
20218
 1,035
 3,974
61,547
 
 1,142
 4,094
2022
 872
 1,266

 
 973
 1,503
2023
 747
 96

 
 838
 380
2024
 
 700
 50
Thereafter
 3,608
 

 
 2,782
 
Total minimum lease payments105
 8,557
 14,058
122,378
 23
 7,293
 10,115
Less imputed interest(10) (2,166) (800)
 (1) (1,819) (493)
Less short-term leases excluded from the balance sheet
 (701) 
Total lease liabilities per balance sheet$95
 $5,690
 $13,258
Less debt discount(1,945) 
 
 
Debt premium7,800
 
 
 
Total debt and lease liabilities per balance sheet$128,233
 $22
 $5,474
 $9,622
    
The Company adopted ASU 2016-02 on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption. Future annual minimum lease payments and capital lease commitments as of December 31, 2018 were as follows (in thousands):
 Operating Leases - Related Party Operating Leases - Other Capital Leases
2019$30
 $2,027
 $4,559
202030
 986
 4,334
20218
 946
 3,375
2022
 781
 1,051
2023
 386
 
Thereafter
 1,350
 
Total$68
 $6,476
 $13,319


9.10. Share-Based Compensation
Management Incentive Plan
A summary of the Company's share-based compensation expense during the periods presented are as follows (in thousands):
Three Months Ended
Three Months Ended
June 30, 2019
 Six Months Ended
June 30, 2019
March 31, 2020 March 31, 2019
Share based compensation expense recognized$256
 $509
$230
 $253
      
  As of  As of
  June 30, 2019  March 31, 2020
Unrecognized compensation cost (in thousands)  $2,459
  $1,401
Remaining weighted-average service period (years)  3.00
  2.9

During the sixthree months ended June 30, 2019,March 31, 2020, the Company granted no292,163 restricted stock units to officers and employees subject to the Management Incentive Plan. Below is a summary of the unvested restricted stock units.
Number of Shares Weighted Average Fair ValueNumber of Shares Weighted Average Fair Value
Unvested as of December 31, 2018329,240 $9.68
Unvested as of December 31, 2019171,716 $11.00
Granted
 $
292,163
 $0.16
Vested(7,200) $11.00

 $
Forfeited
 $
(8,021) $9.04
Unvested as of June 30, 2019322,040
 $9.99
Unvested as of March 31, 2020455,858
 $4.09


10.11. Related Party Transactions

The Company incurred related party expenses, primarily related to lease rents, of $0.2 million and $0.3 million duringfor the three months ended June 30,March 31, 2020 and 2019, and 2018, respectively, and $0.5 million and $0.6 million for the six months ended June 30, 2019 and 2018, respectively.
There was no related party revenue for the three months ended June 30, 2019March 31, 2020 and 2018 or for the six months ended June 30, 2019 and 2018.2019.
There were no related party accounts receivable or accounts payable as of June 30, 2019March 31, 2020 or December 31, 2018.2019.
In addition to such related party transactions above, Lawrence “Larry” First, a director of FES Ltd., serves as the Chief Investment Officer and Managing Director of Ascribe Capital LLC, or Ascribe, and Brett G. Wyard, also a director of FES Ltd., serves as a Managing Partner of Solace Capital Partners, or Solace. Ascribe and/or one or more of its affiliates, own approximately 23.6% of the outstanding common stock as of June 30, 2019,April 16, 2020 and isremained consistent through the date these financial statements were issued, was owed approximately $16.5$16.8 million of the aggregate principal amount of the Term Loan Agreement and approximately $27.5$27.9 million of the aggregate principleprincipal amount of the PIK Notes. Solace and/or one of its affiliates, own approximately 17.4% of the outstanding common stock as of June 30, 2019,April 16, 2020 and isremained consistent through the date these financial statements were issued, was owed approximately $15.1$15.3 million of the aggregate principal amount of the term loan covered by the Term Loan Agreement and approximately $20.3$20.8 million of the aggregate principal amount of the PIK Notes. Moreover, an affiliate of Solace and affiliates of Ascribe are parties to certain registration rights agreement by and among the Company and certain stockholders of the Company.

11. Earnings12. Loss per Share
Basic earnings (loss)loss per share or EPS, is computed by dividing net income (loss)loss available to common stockholders by the weighted-average common stock outstanding during the period. Diluted earnings (loss)loss per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock, such as restricted stock units or the PIK Notes, were exercised and converted into common stock. Potential common stock equivalents relate to outstanding stock options and unvested restricted stock units, which are determined using the treasury stock method, and the PIK Notes, which were determined using the "if-converted" method. In applying the if-converted method, conversion is not assumed for purposes of computing diluted EPSloss per share if the effect would be antidilutive.

The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share amounts):
 Three Months Ended June 30,
 2019 2018
Basic and diluted:   
Net loss$(10,749) $(8,766)
Weighted-average common shares5,446
 5,336
Basic and diluted net loss per share$(1.97) $(1.64)

Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
Basic and diluted:      
Net loss$(22,383) $(17,295)$(59,816) $(11,634)
Weighted-average common shares5,444
 5,336
5,523
 5,442
Basic and diluted net loss per share$(4.11) $(3.24)$(10.83) $(2.14)

There were 322,040455,858 and 363,300322,040 unvested restricted stock units that were not included in the calculation of diluted EPSnet loss per share for the three and six months ended June 30,March 31, 2020 and 2019, and 2018, respectively, and approximately 28.3 million shares related to the potential conversion of the PIK Notes at June 30, 2019 because their effect would have been antidilutive.

12.13. Business Segment Information
The Company has three reportable segments organized based on its products and services—well servicing, coiled tubing and fluid logistics. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Upon the acquisition of Cretic, wethe Company evaluated ourits segment information and determined that coiled tubing represented a separate segment under our current facts. All prior year segment information has been recast to reflect the change in our segment reporting.
Well Servicing
The Company's well servicing segment utilizes a fleet of well servicing rigs, which was comprised of workover rigs, and swabbing rigs, and other related assets and equipment to provide the following services:(i) well maintenance, including remedial repairs and removal and replacement of downhole production equipment, (ii) well workovers, including significant downhole repairs, re-completions and re-perforations, (iii) completion and swabbing activities, (iv) plugging and abandonment services, and (v) pressure testing of oil and natural gas production tubing and scanning tubing for pitting and wall thickness using tubing testing units.
Coiled Tubing
The coiled tubing segment utilizes our fleet of coiled tubing units to provide a range of services accomplishing a wide variety of goals including horizontal completions, well bore clean-outs and maintenance, nitrogen services, thru-tubing services, formation stimulation using acid and other chemicals, and other pre- and post-hydraulic fracturing well preparation services.
Fluid Logistics

The Company's fluid logistics segment utilizes a fleet of fluid transport trucks and related assets, including specialized vacuum, high-pressure pump and tank trucks, frac tanks, water wells, salt water disposal wells and facilities, and related equipment to provide services such as transportation, storage and disposal of a variety of drilling and produced fluids used in, and generated by, oil and natural gas production. These services are required in most workover and completion projects and are routinely used in the daily operation of producing wells.
The following table sets forth certain financial information with respect to the Company’s reportable segments (in thousands):

Well Servicing Coiled Tubing Fluid Logistics TotalWell Servicing Coiled Tubing Fluid Logistics Total
Three Months Ended June 30, 2019       
Three Months Ended March 31, 2020       
Operating revenues$25,762
 $13,292
 $12,011
 $51,065
$15,089
 $8,222
 $7,152
 $30,463
Direct operating costs20,971
 13,854
 8,823
 43,648
13,354
 8,303
 7,029
 28,686
Segment profits$4,791
 $(562) $3,188
 $7,417
$1,735
 $(81) $123
 $1,777
Depreciation and amortization$2,783
 $2,531
 $1,699
 $7,013
$1,914
 $2,528
 $1,677
 $6,119
Capital expenditures (1)
$2,724
 $2,851
 $1,370
 $6,945
$1,545
 $126
 $147
 $1,818
Total assets (2)
$53,242
 $39,835
 $30,868
 $123,945
Long lived assets (2)
$49,675
 $29,513
 $15,453
 $94,641
              
Three Months Ended June 30, 2018       
Three Months Ended March 31, 2019       
Operating revenues$20,415
 $6,960
 $13,866
 $41,241
$24,750
 $20,010
 $13,628
 $58,388
Direct operating costs17,116
 6,208
 11,151
 34,475
17,549
 17,938
 10,652
 46,139
Segment profits$3,299
 $752
 $2,715
 $6,766
$7,201
 $2,072
 $2,976
 $12,249
Depreciation and amortization$2,688
 $1,498
 $3,466
 $7,652
$2,642
 $3,538
 $3,259
 $9,439
Capital expenditures (1)
$2,016
 $2,304
 $1,500
 $5,820
$2,443
 $2,298
 $340
 $5,081
       
       
Total assets$76,344
 $109,995
 $54,381
 $240,720
Long lived assets$54,790
 $84,284
 $42,413
 $181,487
              
(1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end.
(1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end.
(1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end.
(2) Total assets and long-lived assets include impairment expenses on long-lived assets for the Company's Well Servicing, Coiled Tubing, and Fluid Logistics segments of $6.9 million, $27.4 million and $9.6 million, respectively.
(2) Total assets and long-lived assets include impairment expenses on long-lived assets for the Company's Well Servicing, Coiled Tubing, and Fluid Logistics segments of $6.9 million, $27.4 million and $9.6 million, respectively.

Three Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
Reconciliation of Operating Loss As Reported:      
Segment profits$7,417
 $6,766
$1,777
 $12,249
Less:      
General and administrative expense5,417
 5,908
5,911
 6,825
Impairment of property and equipment40,030
 
Impairment of intangible assets3,887
 
Depreciation and amortization7,013
 7,652
6,119
 9,439
Operating loss(5,013) (6,794)(54,170) (4,015)
Other income (expenses), net(5,722) (2,426)(5,748) (7,683)
Pre-tax loss$(10,735) $(9,220)$(59,918) $(11,698)
      

 Well Servicing Coiled Tubing Fluid Logistics Total
Six Months Ended June 30, 2019       
Operating revenues$50,512
 $33,302
 $25,639
 $109,453
Direct operating costs38,520
 31,792
 19,475
 89,787
Segment profits$11,992
 $1,510
 $6,164
 $19,666
Depreciation and amortization$4,959
 $6,069
 $5,424
 $16,452
Capital expenditures (1)
$5,167
 $5,149
 $1,710
 $12,026
Total assets$75,829
 $102,190
 $50,909
 $228,928
Long lived assets$57,078
 $80,320
 $39,292
 $176,690
        
Six Months Ended June 30, 2018       
Operating revenues$38,069
 $12,162
 $26,601
 $76,832
Direct operating costs31,968
 10,371
 21,840
 64,179
Segment profits$6,101
 $1,791
 $4,761
 $12,653
Depreciation and amortization$5,124
 $2,794
 $6,897
 $14,815
Capital expenditures (1)
$2,945
 $5,518
 $2,494
 $10,957
Total assets$134,527
 $22,848
 $30,354
 $187,729
Long lived assets$65,920
 $17,228
 $41,618
 $124,766
        
        
        
(1) Capital expenditures listed above include all cash and non-cash additions to property and equipment, including finance leases and fixed assets recorded in accounts payable at year-end.

 Six Months Ended June 30,
 2019 2018
Reconciliation of Operating Loss As Reported:   
Segment profits$19,666
 $12,653
Less:   
General and administrative expense12,242
 10,796
Depreciation and amortization16,452
 14,815
Operating loss(9,028) (12,958)
Other income (expenses), net(13,405) (4,791)
Pre-tax loss$(22,433) $(17,749)
    
    
 June 30, 2019 December 31, 2018
Reconciliation of Total Assets As Reported:   
Total reportable segments$228,928
 $243,199
Parent7,191
 13,186
Total assets$236,119
 $256,385
    

 March 31, 2020  
Reconciliation of Total Assets As Reported:   
Total reportable segments$123,945
  
Parent9,525
  
Total assets$133,470
  

1314. Revenue

The following tables show revenue disaggregated by primary geographical markets and major service lines (in thousands):

  Three months ended June 30, 2019
  Well Servicing Coiled Tubing Fluid Logistics Total
Primary Geographical Markets        
South Texas $18,292
 $4,300
 $6,035
 $28,627
East Texas (1)
 1,897
 
 811
 2,708
Central Texas 
 
 2,976
 2,976
West Texas 5,573
 8,992
 2,189
 16,754
Total $25,762
 $13,292
 $12,011
 $51,065
         
  Three months ended June 30, 2018
  Well Servicing Coiled Tubing Fluid Logistics Total
Primary Geographical Markets        
South Texas $11,081
 $3,799
 $6,669
 $21,549
East Texas (1)
 1,097
 
 577
 1,674
Central Texas 
 
 3,461
 3,461
West Texas 8,237
 3,161
 3,159
 14,557
Total $20,415
 $6,960
 $13,866
 $41,241
         
(1) Includes revenues from the Company's operations in Pennsylvania.
 Six months ended June 30, 2019 Three months ended March 31, 2020
 Well Servicing Coiled Tubing Fluid Logistics Total Well Servicing Coiled Tubing Fluid Logistics Total
Primary Geographical Markets                
South Texas $36,469
 $9,001
 $12,207
 $57,677
 $9,438
 $4,468
 $3,600
 $17,506
East Texas (1)
 2,751
 
 1,646
 4,397
 1,286
 
 5
 1,291
Central Texas 
 
 6,072
 6,072
 
 
 2,277
 2,277
West Texas 11,292
 24,301
 5,714
 41,307
 4,365
 3,754
 1,270
 9,389
Total $50,512
 $33,302
 $25,639
 $109,453
 $15,089
 $8,222
 $7,152
 $30,463
                
 Six months ended June 30, 2018 Three months ended March 31, 2019
 Well Servicing Coiled Tubing Fluid Logistics Total Well Servicing Coiled Tubing Fluid Logistics Total
Primary Geographical Markets                
South Texas $23,893
 $7,642
 $13,297
 $44,832
 $18,177
 $4,238
 $6,172
 $28,587
East Texas (1)
 1,749
 
 1,155
 2,904
 854
 
 835
 1,689
Central Texas 
 
 6,465
 6,465
 
 
 3,096
 3,096
West Texas 12,427
 4,520
 5,684
 22,631
 5,719
 15,772
 3,525
 25,016
Total $38,069
 $12,162
 $26,601
 $76,832
 $24,750
 $20,010
 $13,628
 $58,388
                
(1) Includes revenues from the Company's operations in Pennsylvania.
(1) Includes revenues from the Company's operations in Pennsylvania.
(1) Includes revenues from the Company's operations in Pennsylvania.


14.15. Supplemental Cash Flow Information

Six Months Ended June 30,Three Months Ended March 31,
2019 20182020 2019
Cash paid for      
Interest$2,197
 $136
$1,030
 $1,013
Income tax$
 $
$
 $
Supplemental schedule of non-cash investing and financing activities      
Change in accounts payable related to capital expenditures$
 $2,201
$147
 $49
Exchange of Bridge Loan for PIK Notes$47,346
 $
$
 $47,346
Finance leases on equipment$2,326
 $1,712
$823
 $1,436

15.16. Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", or ASU 2016-13, which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.In May
In January 2017,
and April 2019, the FASB issued ASU 2017-04, "Intangibles—GoodwillNo. 2019-05 and OtherASU No. 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. In November 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 350): Simplifying326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” which delayed, for smaller reporting companies, the Testmandatory effective date for Goodwill Impairment", or ASU 2017-04, which addresses concerns over the costinterim and complexity of the two-step goodwill impairment test by removing the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of aannual reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. ASU 2017-04 will be effective for fiscal yearsperiods beginning after December 15, 2019, and interim periods within those fiscal years.2022. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of its disclosure framework project. The guidance is effective for all entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company is currently indetermined that the processadoption of evaluating thethis standard as of January 1, 2020 did not have a material impact of adoption on its consolidated financial statements.

17. Subsequent Events
Superior Energy Services, Inc. Merger; Termination
On December 23, 2019, the Company announced that it had entered into an Agreement and Plan of Merger dated as of December 18, 2019 (as amended, supplemented, and modified from time to time, the “Merger Agreement”) with Superior Energy Services, Inc., a Delaware corporation (“Superior”), New NAM, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Superior which, prior to completion of the mergers, would hold Superior’s North American Business and its associated assets and liabilities (“NAM”), Arita Energy, Inc. (formerly known as Spieth Newco, Inc.), a Delaware corporation and a newly formed, wholly owned subsidiary of the Company (“Arita”), Spieth Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Arita (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Arita (“Forbes Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, it was intended that NAM Merger Sub would merge with and into NAM (the “NAM Merger”) and Forbes Merger Sub would merge with and into the Company (the “Forbes Merger,” and together with the NAM Merger, the “Mergers”), with each of NAM and the Company continuing as surviving entities and wholly owned subsidiaries of Arita.
Effective immediately prior to the record date for the special meeting of the Company’s stockholders, Ascribe Capital LLC and its affiliates (collectively, “Ascribe”), and Solace Capital Partners, L.P. and its affiliates (collectively, “Solace”) agreed to exchange a portion of the PIK Notes, including all accrued interest thereon, then held by them in exchange for shares of the Company’s common stock (the “Forbes PIK Exchange”). Immediately prior to the effective time of the Mergers, the balance of the aggregate principal amount of PIK Notes then held by Ascribe and Solace would be contributed to Arita in exchange for shares of Arita Class A common stock (the “Forbes PIK Contribution”). Prior to the effective time of the Mergers, the Company was required to cause the aggregate principal amount of the PIK Notes outstanding at such time that is not held by Ascribe or Solace to convert into shares of the Company’s common stock in accordance with the Indenture governing the PIK Notes (the “Forbes PIK Conversion”). Immediately prior to the effective time of the Mergers, the Company would have been required to cause the aggregate principal amount outstanding under its Term Loan Agreement, together with accrued interest thereon, then held by Ascribe and Solace as of immediately prior to the closing of the Mergers to be exchanged for approximately $30 million in newly issued mandatory convertible preferred shares of Arita (the “Preferred Stock”). The Preferred Stock would be entitled to cash dividends at a rate of 5% per annum, payable semi-annually, and would be subject to mandatory conversion on the third anniversary of the closing of the Mergers into a number of shares of Arita Class A common stock equal to 20% of the outstanding shares of Arita common stock outstanding at the closing of the Mergers on a fully diluted basis.
The Merger Agreement, and the transactions contemplated thereby, were approved by the Company’s Board of Directors, the special committee of the Company’s Board of Directors, and the Superior Board of Directors. In connection with the Merger Agreement, certain stockholders of the Company, including Ascribe and Solace, entered into voting and support agreements. The Company stockholders that are party to the voting agreements committed to vote the shares of the Company’s common stock they beneficially own in favor of the adoption of the Merger Agreement and any other matters necessary for the consummation of the transaction contemplated by the Merger Agreement, including the Mergers. Following the Forbes PIK Exchange, as described below, Ascribe and Solace held the ability to approve the Merger Agreement and the Forbes Merger without the vote of any other stockholder.
The Mergers were subject to the satisfaction or waiver of customary closing conditions, including approval of the Merger Agreement by the Company’s stockholders and satisfaction of certain financing conditions. As of the date of this filing, Superior and NAM have been unable to satisfy the financing condition set forth in the Merger Agreement, which is a condition precedent to the closing of the Mergers.
On June 1, 2020, the Company received a written notice of termination of the Merger Agreement from Superior and NAM. As a result, the Merger Agreement has been terminated, effective as of June 1, 2020. Neither the Company, Superior nor NAM is obligated to pay a termination fee in connection with the termination of the Merger Agreement.

Forbes PIK Exchange
On April 16, 2020, the Company, Ascribe, and Solace consummated the Forbes PIK Exchange, pursuant to which Ascribe exchanged approximately $0.13 million aggregate principal amount of PIK Notes in exchange for 963,116 shares of the Company’s common stock, and Solace exchanged approximately $0.09 million aggregate principal amount of PIK Notes in exchange for 709,253 shares of the Company’s common stock.
Coronavirus Aid, Relief, and Economic Security (CARES) Act
On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act, among other things, includes the Paycheck Protection Program (“PPP”) as well as provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improved property.
In May 2020, the Company began deferring the employer portion of social security payments and the Company received proceeds from an unsecured loan in the amount of approximately $10 million pursuant to the PPP as described below.
The Company continues to examine any additional changes and interpretations related to the CARES Act. Currently, the Company is unable to determine the full impact that the CARES Act will have on its financial condition, results of operations, or liquidity.
Entry into PPP Loan and Amendments to Revolving Loan Agreement and Term Loan Agreement
On May 15, 2020, FES LLC obtained an unsecured $10 million loan (the “PPP Loan”) under the Paycheck Protection Program from Texas Champion Bank. The Paycheck Protection Program was established under the recently congressionally-approved CARES Act and is administered by the U.S. Small Business Administration. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further requires the Company to take into account the Company's current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. In accordance with the requirements of the CARES Act, the Company intends to use the proceeds of the PPP Loan for payroll costs, rent or utility costs and other permitted uses.
The PPP Loan has a two year maturity and accrues interest at a rate of 1% per annum. Payments under the PPP Loan are deferred for the first six months of its term.
Under the terms of the CARES Act, loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the Paycheck Protection Program. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage, rent and utility costs. No assurance is provided that the Company will qualify to apply for and obtain forgiveness of the PPP Loan in whole or in part.
On May 15, 2020, the Company, FES LLC and certain of its subsidiaries entered into the Fourth Amendment to Credit Agreement, with the Revolver Agent and the lenders party thereto, which amended the Revolving Loan Agreement in order to permit the incurrence of the PPP Loan, and to effect the other matters set forth therein.
On May 15, 2020, the Company, FES LLC and certain of its subsidiaries entered into Amendment No. 4 to Loan and Security Agreement, with the Term Loan Agent and the lenders party thereto, which amended the Term Loan Agreement in order to permit the incurrence of the PPP Loan, and to effect the other matters set forth therein.
June 2020 Revolving Loan Amendment and Term Loan Amendment
On June 26, 2020, the Company, FES LLC and certain of its subsidiaries, as borrowers, entered into the Fifth Amendment and Waiver to Credit Agreement (the “June 2020 Revolving Loan Amendment”) with the lenders party thereto and the Revolver Agent. Pursuant to the June 2020 Revolving Loan Amendment, the commitments under the Revolving Credit Agreement were reduced from $27.5 million to $9.0 million, with such commitments solely available to issue letters of credit. In addition, the maturity date of the Revolving Credit Agreement was shortened to December 31, 2020 from January 12, 2021.
Pursuant to the June 2020 Revolving Loan Amendment, the Revolving Loan Agreement Temporary Waiver provided under the March 2020 Revolving Loan Amendment was made permanent, and certain defaults which have occurred or which may occur under the Revolving Loan Agreement and the Term Loan Agreement, including with respect to certain unpaid taxes, were waived. Furthermore, the Revolving Loan Agreement was amended pursuant to the June 2020 Revolving Loan Amendment to exclude the obligations under the PIK Notes from any cross-default to the Revolving Loan Agreement. In addition, a notice of default delivered by the Revolver Agent to the Company on June 9, 2020 was withdrawn.
The June 2020 Revolving Loan Amendment requires the Company to provide cash collateral to secure the obligations under the Revolving Loan Agreement, in amounts equal to (i) $2,689,000 on or prior the effective date of the June 2020 Revolving Loan Amendment, (ii) $1,000,000 on or prior to June 30, 2020 and (iii) $1,200,000 (or such other amount as is required to fully cash

collateralize all outstanding letter of credit obligations and bank product obligations) on or prior to July 31, 2020. From and after such time that all letter of credit obligations and bank product obligations under the Revolving Loan Agreement are fully cash collateralized, certain covenants and events of default under the Revolving Loan Agreement will cease to apply, and the collateral securing the obligations under the Revolving Loan Agreement (other than cash collateral) will be released by the Revolver Agent.
On June 29, 2020, the Company, FES LLC, as borrower, and certain of its subsidiaries entered into Amendment No. 5 and Waiver to Loan and Security Agreement (the “June 2020 Term Loan Amendment”), with the Term Loan Agent and the lenders party thereto, which amended the Term Loan Agreement to exclude the obligations under the PIK Notes from any cross-default to the Term Loan Agreement, and provided a waiver of defaults which occurred with respect to certain unpaid taxes.
In connection with the June 2020 Term Loan Amendment, the Company modified certain representations with respect to solvency to assume the ability to refinance or otherwise satisfy the obligations under the Term Loan Agreement on or prior to the maturity thereof.
PIK Note Default
On June 29, 2020, the Company notified certain PIK Note holders of a possible default due to property tax penalties that have been accrued and are outstanding.  As of June 30, 2020, the Company owes approximately $1.5M in unpaid property taxes, plus approximately $0.6 million in associated penalties.  The Company is currently in discussions with holders of a majority in aggregate principal amount of the PIK Notes with respect to such possible default.  As of the date of this filing, no notice of default has been communicated to the Company from the holders of PIK Notes or the trustee.  If the PIK Note holders deem these conditions to be an event of default and such conditions are not cured or waived within 60 days after receipt of any written notice to the Company, the principal and accrued and unpaid interest on all the outstanding PIK Notes may become immediately due and payable.


Item 2.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 unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with the audited consolidated financial statements for the year ended December 31, 20182019 included in our Annual Report on Form 10-K. 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 the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.
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, tubing testing, fluid hauling and tubing testing.fluid disposal. Our operations are concentrated in the major onshore oil and natural gas producing regions of Texas, with an additional location in Pennsylvania. 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 Quarterly Report on Form 10-Q, the “Company,” “we,” and “our” mean FES Ltd. and its subsidiaries, except as otherwise indicated.
We provide a wide range of services to a diverse group of companies. For the sixthree months ended June 30, 2019,March 31, 2020, we provided services to 406209 companies. John E. Crisp, Steve Macek and our senior management team have cultivated deep and ongoing relationships with these customers during their combinedaverage experience of over 4035 years in the oilfield services industry.
We conduct our operations through the following three business segments:
Well Servicing. Our well servicing segment comprised 46.2%49.5% of our consolidated revenues for the sixthree months ended June 30, 2019.March 31, 2020. Our well servicing segment utilizes our fleet of well servicing rigs, which at June 30, 2019March 31, 2020 was comprised of 139125 workover rigs and 7 swabbing rigs and other 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) pressure testing of oil and natural gas production tubing and scanning tubing for pitting and wall thickness using tubing testing units.
Coiled Tubing. Our coiled tubing segment comprised 30.4%27.0% of our consolidated revenues for the sixthree months ended June 30, 2019.March 31, 2020.  This segment utilizes our fleet of 14 coiled tubing units, of which 11 are large diameter units (2 3/8” or larger).  These units provide a range of services accomplishing a wide variety of goals including horizontal completions, well bore clean-outs and maintenance, nitrogen services, thru-tubing services, formation stimulation using acid and other chemicals, and other pre- and post-hydraulic fracturing well preparation services. 
Fluid Logistics. Our fluid logistics segment comprised 23.4%23.5% of our consolidated revenues for the sixthree months ended June 30, 2019.March 31, 2020. Our fluid logistics segment utilizes our fleet of owned or leased fluid transport trucks and related assets, including specialized vacuum, high-pressure pump and tank trucks, hot oil trucks, frac tanks, fluid mixing tanks, 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 three 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. 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.
CreticRecent Developments
On May 15, 2020, FES LLC obtained an unsecured $10 million loan (the “PPP Loan”) under the Paycheck Protection Program from Texas Champion Bank. The Paycheck Protection Program was established under the recently congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business

Administration. In accordance with the requirements of the CARES Act, the Company intends to use the proceeds of the PPP Loan for payroll costs, rent or utility costs.
The PPP Loan has a two year maturity and accrues interest at a rate of 1% per annum. Payments under the PPP Loan are deferred for the first six months of its term.
Under the terms of the CARES Act, loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the Paycheck Protection Program. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage, rent and utility costs. No assurance is provided that the Company will apply for and obtain forgiveness of the PPP Loan in whole or in part.
On May 15, 2020, the Company, FES LLC and certain of its subsidiaries entered into the Fourth Amendment to Credit Agreement, with the Revolver Agent and the lenders party thereto, which amended the Revolving Loan Agreement in order to permit the incurrence of the PPP Loan, and to effect the other matters set forth therein.
On May 15, 2020, the Company, FES LLC and certain of its subsidiaries entered into Amendment No. 4 to Loan and Security Agreement, with the Term Loan Agent and the lenders party thereto, which amended the Term Loan Agreement in order to permit the incurrence of the PPP Loan, and to effect the other matters set forth therein.
On June 26, 2020, the Company, FES LLC and certain of its subsidiaries, as borrowers, entered into the Fifth Amendment and Waiver to Credit Agreement with the lenders party thereto and the Revolver Agent as further described in Note 17 - Subsequent Events.
On June 29, 2020, the Company, FES LLC, as borrower, and certain of its subsidiaries entered into Amendment No. 5 and Waiver to Loan and Security Agreement, with the Term Loan Agent and the lenders party thereto, as further described in Note 17 - Subsequent Events.
On June 29, 2020, the Company notified the PIK Note holders of a possible default due to property tax penalties that have been accrued and are outstanding, as further described in Note 17 - Subsequent Events.
Superior Energy Services, LLC AcquisitionInc. Merger
On November 16, 2018,December 23, 2019, we completed our acquisitionannounced that we had entered into an Agreement and Plan of Cretic. Cretic provides coiled tubing servicesMerger dated as of December 18, 2019 (as amended, supplemented, and modified from time to E&P companiestime, the “Merger Agreement”) with Superior Energy Services, Inc., a Delaware corporation (“Superior”), New NAM, Inc., a Delaware corporation and a newly formed, wholly owned subsidiary of Superior which, prior to the completion of the Mergers (as defined below), would hold the Superior’s North American Business and its associated assets and liabilities (“NAM”), Arita Energy, Inc. (formerly known as Spieth Newco, Inc.), a Delaware corporation and newly formed, wholly owned subsidiary of the Company (“Arita”), Spieth Merger Sub, Inc., a Delaware corporation and newly formed, wholly owned subsidiary of Arita (“NAM Merger Sub”), and Fowler Merger Sub, Inc., a Delaware corporation and newly formed, wholly owned subsidiary of Arita (“Forbes Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the United States, primarilyMerger Agreement, NAM Merger Sub would merge with and into NAM (the “NAM Merger”) and Forbes Merger Sub would merge with and into the Company (the “Forbes Merger,” and together with the NAM Merger, the “Mergers”), with each of NAM and the Company continuing as surviving entities and wholly owned subsidiaries of Arita.
The Merger Agreement, and the transactions contemplated thereby, were approved by the Company’s board of directors, the special committee of the Company’s board of directors, and the Superior board of directors. Arita filed a preliminary proxy statement/prospectus on February 13, 2020, as well as amendments thereto on March 27, 2020 and April 13, 2020. In connection with the Merger Agreement, certain stockholders of the Company, including Ascribe Capital LLC and its affiliates (collectively, “Ascribe”) and Solace Capital Partners, L.P. (“Solace”), entered into voting and support agreements committing to vote the shares of the Company’s common stock they beneficially own in favor of the Permian Basinadoption of the Merger Agreement and any other matters necessary for the consummation of the transaction contemplated by the Merger Agreement. Effective immediately prior to the record date for the special meeting of the Company’s stockholders, Ascribe and Solace exchanged a portion of the PIK Notes, including all accrued interest thereon, then held by them in Texas exchange for shares of the Company’s common stock (the “Forbes PIK Exchange”). The total consideration wasFollowing the Forbes PIK Exchange, Ascribe and Solace beneficially own approximately $69.4 million51% of the outstanding common stock of the Company as of the record date for the special meeting of the Company’s stockholders and therefore had the ability to approve the Merger Agreement without the vote of any other stockholder.
Termination of the Mergers
On June 1, 2020, the Company received a written notice of termination from Superior and NAM. As a result, the Merger Agreement has been terminated effective as of June 1, 2020. Neither the Company, Superior nor NAM is obligated to pay a termination fee in cash. We believeconnection with the acquisition significantly enhanced our coiled tubing services and our position intermination of the Permian Basin. See Note 3

- Acquisition of Cretic Energy Services, LLC to these unaudited condensed consolidated financial statements for further discussion regarding the acquisition of Cretic.
Going forward, we intend to pursue selective, accretive acquisitions of complementary assets, businesses and technologies, and believe we are well positioned to capture attractive opportunities due to our market position, customer relationships and industry experience and expertise.Merger Agreement.
Factors Affecting Results of Operations

Market Conditions
Commodity prices improvedThe oil and natural gas industry experienced a significant decline in oil exploration and production activity that began in the first halffourth quarter of 2019 then moderated through April resulting2014 and has resulted in quarter endcontinued volatility since that time. WTI prices fluctuated between $51 and July 2019 ending crude$64 per barrel during 2019. During the three months ended March 31, 2020 oil prices experienced significant declines with WTI prices declining from $59.88 at December 31, 2019 to $20.48 at March 31, 2020. Oil prices further declined in April 2020 to $18.84 per barrel on April 30, 2020 with a rebound in May 2020 to $35.49 per barrel on May 29, 2020, and June 2020 to $38.72 per barrel on June 25, 2020. The volatility and uncertainty of future oil and gas prices have discouraged significant capital and production investment from oil and gas companies, which have chosen instead to focus investment on sustaining ongoing production sources. During the first quarter of 2020, driven by COVID-19 and an oil price war triggered by Russia and Saudi Arabia, the price of WTI dropped precipitously to pricing in the mid-50’s.  This has delayedlower twenty dollar per barrel range, with prices remaining low and volatile during April and May 2020. As a result, the demandtrends are viewed as triggering events that required a test of the Company's long-lived asset values which indicated the need to record impairment adjustment of $43.9 million on our long lived assets during the three months ended March 31, 2020 which had a material adverse impact on the Company's financial position and results of operations. See Note 4 - Impairment of Long-Lived Assets of our Notes to Condensed Consolidated Financial Statements.
Although global outputs generally can be adjusted to support commodity pricing levels and previous epidemic or pandemic diseases have not resulted in sustained industry harm, we expect these factors to contribute to continued activity and price volatility. We believe COVID-19 will negatively impact oilfield activity for completion driven services, such as those offered specifically by our coiled tubing segment.  However, we believethe majority of 2020 and possibly into 2021. Similarly, the oil price decline, and continued aging of horizontal wells through 2019uncertainty regarding its duration or repetition, will continue to have a negative impact on oil and future periods, and customers choosing to increase production through accretive regular well maintenance in these horizontal wells, will strengthen demand and pricing for our well maintenance services over the next several years.gas activities, generally. On June 30,December 31, 2019, the price of WTI was approximately $54.66$59.88 per barrel. Asbarrel and during the three months ended March 31, 2020 experienced a precipitated decline to approximately $20.48. In line with the declines in oil and gas prices began to rise,the U.S. drilling rig count increaseddecreased from 404805 rigs in May 2016at December 31, 2019 to 967728 rigs in June 30, 2019, an increaseas of 563, with the count stabilizing in the last half of 2017 then experiencing a modest increase in the first half of 2018.March 31, 2020.  During this same time period the Texas drilling rig count increaseddecreased from 173404 rigs as of December 31, 2019 to 464368 rigs an increaseas of 291.March 31, 2020. U.S Rig counts continued to decline in April, May, and June 2020 to 465 rigs, 301 rigs, and 266 rigs on April 29, 2020, May 29, 2020, and June 19, 2020, respectively. In Texas a similar continued decline was noted in April, May, and June 2020 to 231 rigs, 127 rigs, and 111 rigs on April 29, 2020, May 29, 2020, and June 19, 2020, respectively. The Company continues to actively pursue additional business in the two basins in whichwhere we primarily operate, the Eagle Ford and Permian, had rig count decreasesto provide the variety of 9services needed to oil and 38 from June 30, 2018gas companies in support of their ongoing reaction to June 30, 2019, respectively.price volatility; however the Company expects significantly reduced activity due to current market conditions.
Below are three charts that provide total U.S. rig counts, total Texas rig counts and WTI oil price trends for the twelve months ended June 30, 2019March 31, 2020 and 2018.
chart-8a5a7095cc4c562a89c.jpg2019.


chart-dc24c7fecce05771a3c.jpg

chart-6bb708a648a15a578fb.jpgchart-254b33f78a845db6a97.jpg

Source: Rig counts are per Baker Hughes, Inc. (www.bakerhughes.com). Rig counts are the averages of the weekly rig count activity.

chart-220d6bcfbe405536b2c.jpgchart-0b18630db9295953a0a.jpg
Impact of the Current Market Environment
The declinesWith the downward trend in oil and natural gas prices and exploration activities that began in 2014April 2019 and continued through the first half of 2017 created a challenging market for the provision of our services. In response to the market conditions in 2015steeply into 2020, drilling and 2016, we implemented cost reduction measures and continue to analyze cost reduction opportunities today while ensuring that appropriate functions and capacity are preserved to allow us to be opportunistic in the current environment. During the second half of 2017, and through June 2019, market conditions improved and stabilized for our well servicing and fluid logistics segments. Our coiled tubing segment experienced stable operations through the middle of the fourth quarter of 2018, then due to a change in completion activity experienced a decline, resulting in continued downward pressure on revenues limiting further growth which is the focus of our coil operations, we experiencedresulted in decreased earnings and lower utilization that has continued through the second quarter of 2019.EBITDA.
Although market conditions are improving, weWe continue to focus on meeting our customers' expectations and adjusting our cost structure where possible. We are also maintaining our focus on maximizing use of our active operating assets and maintaining cost controls that were established in the prior twenty-four months.

controls.
Oil and Natural Gas Prices
Demand for well servicing, coiled tubing services 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 for drilling and completion are more directly influenced by current and expected oil and natural gas prices and generally reflect the volatility of commodity prices.
Seasonality and Cyclical Trends
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. We typically experience a significant slowdown during the Thanksgiving and Christmas holiday seasons. Our well servicing rigs and coiled tubing units 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, coiled tubing 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, having a negative impact on total hours worked.
In addition, the oil and natural gas industry has traditionally been volatile and is influenced by a combination of long-term, short-term and cyclical trends, including the domestic and international supply and demand for oil and natural gas, current and expected future prices for oil and natural gas and the perceived stability and sustainability of those prices. Such cyclical trends also include the resultant levels of cash flows generated and allocated by exploration and production companies to their drilling, completion and workover budget.

Results of Operations

Three Months Ended June 30, 2019March 31, 2020 Compared to the Three Months Ended June 30, 2018March 31, 2019

The following tables compare our segmentthe operating results of our segments for the three months ended June 30,March 31, 2020 and 2019 (in thousands, except percentages). Segment profit excludes general and 2018 (in thousands):administrative expenses, impairment of property and equipment and intangible assets, and depreciation and amortization.
RevenuesRevenues    Revenues    
Three Months Ended June 30,    Three Months Ended March 31,    
2019
% of
revenue
 2018% of
revenue
 $ change % change2020
% of
revenue
 2019% of
revenue
 $ change % change
Well Servicing$25,762
50.5 % $20,415
49.4% $5,347
 26 %$15,089
49.5 % $24,750
42.4% $(9,661) (39.0)%
Coiled Tubing13,292
26.0 % 6,960
16.9% 6,332
 91 %8,222
27.0 % 20,010
34.3% (11,788) (58.9)%
Fluid Logistics12,011
23.5 % 13,866
33.7% (1,855) (13)%7,152
23.5 % 13,628
23.3% (6,476) (47.5)%
Total$51,065
  $41,241
  $9,824
 24 %$30,463
  $58,388
  $(27,925) (47.8)%
                  
Direct Operating Expenses(1)
Direct Operating Expenses(1)
    
Direct Operating Expenses(1)
    
Three Months Ended June 30,    Three Months Ended March 31,    
2019% of segment revenue 2018% of segment revenue $ change % change2020% of segment revenue 2019% of segment revenue $ change % change
Well Servicing$20,971
81.4 % $17,116
83.8% $3,855
 23 %$13,354
88.5 % $17,549
70.9% $(4,195) (23.9)%
Coiled Tubing13,854
104.2 % 6,208
89.2% 7,646
 123 %8,303
101.0 % 17,938
89.6% (9,635) (53.7)%
Fluid Logistics8,823
73.5 % 11,151
80.4% (2,328) (21)%7,029
98.3 % 10,652
78.2% (3,623) (34.0)%
Total$43,648
  $34,475
  $9,173
 27 %$28,686
  $46,139
  $(17,453) (37.8)%
                  
         
         

Segment Profit (1)
Segment Profit (1)
    
Segment Profit (1)
    
Three Months Ended June 30,    Three Months Ended March 31,    
2019
Segment
profit %
 2018Segment
profit %
 $ change % change2020
Segment
profit %
 2019Segment
profit %
 $ change % change
Well Servicing$4,791
18.6 % $3,299
16.2% $1,492
 45 %$1,735
11.5 % $7,201
29.1% $(5,466) (75.9)%
Coiled Tubing(562)(4.2)% 752
10.8% (1,314) (175)%(81)(1.0)% 2,072
10.4% (2,153) (103.9)%
Fluid Logistics3,188
26.5 % 2,715
19.6% 473
 17 %123
1.7 % 2,976
21.8% (2,853) (95.9)%
Total$7,417
14.5 % $6,766
16.4% $651
 10 %$1,777
5.8 % $12,249
21.0% $(10,472) (85.5)%
                  
(1) Excluding general and administrative expenses and depreciation and amortization.
(1) Excluding general and administrative expenses, depreciation and amortization and impairment.
(1) Excluding general and administrative expenses, depreciation and amortization and impairment.

Revenues
Consolidated Revenues. Consolidated revenues decreased $27.9 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018 as a directMarch 31, 2019. This decrease was the result of increased spending by our customers during this period duelower demand levels in the market related to increased activitythe effects of market uncertainty with the ongoing pandemic and our acquisition of Creticsharp declines in November 2018.commodity prices.
Well Servicing. Revenues from our well servicing segment decreased $9.7 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to increaseda decrease in well service rig hours.hours related to the aforementioned market demand declines.
Coiled Tubing.  Revenues from our coiled tubing segment decreased $11.8 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to an increasea decrease in coiled tubing unit hours.  The increase in hours resulted fromrelated to the addition of two large diameter coiled tubing units in 2018 and the acquisition of Cretic in November of 2018. aforementioned market demand declines.
Fluid Logistics. Revenues from our fluid logistics segment decreased $6.5 million during the three months ended June 30, 2019 decreasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to a reductiondecrease in our trucking hours that followedrelated to the sale of certain trucking assets in under performing yards in West Texas. The decrease in trucking revenue was offset by an increase in frac tank revenue.aforementioned market demand declines.
Segment Profit
Well Servicing. Segment profit from our well servicing segment decreased $5.5 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to an increasea decrease in revenues, offset by a decrease in expensesdecreased costs, as a percentage of revenues duethe Company works to more efficient use of personnel at higher operating levels.appropriately size the operations to expected market demand.
Coiled Tubing.  Segment profit from our coiled tubing segment decreased $2.2 million during the three months ended June 30, 2019 decreasedMarch 31, 2020, as compared to the three months ended June 30, 2018,March 31, 2019, due in large part to the Cretic acquisition. During the second quarter of 2019 we continued to see a declinedecrease in revenues, offset by decreased costs, as comparedthe Company works to appropriately size the first quarter of 2019 in our coiled tubing segment.  We believe the decline is a result of a slight downturn in theoperations to expected market for coiled tubing services and certain quality issues experienced in the integration of the Cretic acquisition.  As a result of the declining revenues we have made certain reductions in personnel and other cost reduction initiatives in our coiled tubing segment in June, July and August 2019 to properly align our costs with our new forecasted revenues.  We expect revenues to remain constant in the third quarter of 2019 and increase slightly through the fourth quarter of 2019 and into 2020.  Based on the cost cutting initiatives discussed above we expect our operating costs to be lower resulting in improved segment performance for the remainder of 2019 and 2020.demand.
Fluid Logistics. Segment profit from our fluid logistics segment decreased $2.9 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to a decrease in direct operating costrevenues, offset by decreased costs, as a percentage of revenue and a $1.7 million gain on disposal on certain assets sold in the second quarter of 2019.Company works to appropriately size the operations to expected market demand.
Operating Expenses
The following tables compares our operating expenses for the three months ended June 30,March 31, 2020 and 2019 and 2018 (in thousands):

Three Months Ended June 30,    Three Months Ended March 31,    
2019 2018 $ change % change2020 2019 $ change % change
Well servicing direct operating expenses$20,971
 $17,116
 $3,855
 23 %$13,354
 $17,549
 $(4,195) (23.9)%
Coiled tubing direct operating expenses13,854
 6,208
 7,646
 123 %8,303
 17,938
 (9,635) (53.7)%
Fluid logistics direct operating expenses8,823
 11,151
 (2,328) (21)%7,029
 10,652
 (3,623) (34.0)%
General and administrative5,417
 5,908
 (491) (8)%5,911
 6,825
 (914) (13.4)%
Impairment of property and equipment40,030
 
 40,030
 100.0 %
Impairment of intangible assets3,887
 
 3,887
 100.0 %
Depreciation and amortization7,013
 7,652
 (639) (8)%6,119
 9,439
 (3,320) (35.2)%
Total expenses$56,078
 $48,035
 $8,043
 17 %$84,633
 $62,403
 $22,230
 35.6 %

Well Servicing Direct Operating Expenses. Direct operating expenses for our well servicing segment fordecreased $4.2 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to increasesdecreases in wages repairs and maintenance,from headcount reductions, supplies and parts, fuel costs and out of town travel, consistent with the increase intrend of decreased revenues.
Coiled Tubing Direct Operating Expenses. Direct operating expenses for our coiled tubing segment fordecreased $9.6 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to three months ended June 30, 2018March 31, 2019, due to an increasedecreases in activity and as a percentage of revenues. The higher costs were mainly associated with wages (including severance payments), equipment rental,from headcount reductions, lower contractor expenses, supplies and parts, fuel costs and out of town travel, primarily driven byconsistent with the Cretic acquisition.trend of decreased revenues.
Fluid Logistics Direct Operating Expenses. Direct operating expenses for our fluid logistics segment fordecreased $3.6 million during the three months ended June 30, 2019 decreasedMarch 31, 2020, as compared to the three months ended June 30, 2018 mainlyMarch 31, 2019, due to a gain on the sale of certain fluid logistics equipment, along with a decreasedecreases in wages from headcount reductions, lower fuel costs, product costs, repairs and increase in settlementmaintenance, and litigation expenses.travel, consistent with the trend of decreased revenues.
General and Administrative Expenses. General and administrative expenses fordecreased $0.9 million during the three months ended June 30, 2019 decreasedMarch 31, 2020, as compared to three months ended June 30, 2018March 31, 2019, due to a decreasedecreases in wages from headcount reductions, professional fees related to the acquisitionfrom reduced use of Cretic,specialized accounting contractors, less general office expenses in line with lower headcount and operating activity, offset in part by an increase in wages.merger costs.
Impairment of property and equipment and impairment of intangible assets. As a result of triggering events that occurred in the three months ended March 31, 2020 the Company tested long-lived assets for recoverability. The carrying values were in excess of fair values and impairment charges of $40.0 million and $3.9 million were recorded on property and equipment and intangible assets, respectively, during the quarter ended March 31, 2020. The resulting fair value calculations determined impairment of tangible and intangible assets was necessary.
Depreciation and Amortization. Depreciation and amortization expenses fordecreased $3.3 million during the three months ended June 30, 2019 decreasedMarch 31, 2020, as compared to three months ended June 30, 2018March 31, 2019, due to approximately $19.5 milliona significant number of depreciable assets becoming fully depreciated in April 2019, offset in part by depreciation and amortization on2020 coupled with the additional assets acquired in the Cretic acquisition in November 2018.disposition of certain equipment associated with fleet management.
Other Income (Expense)
The following tablestable compares our other income (expense) for the three months ended June 30,March 31, 2020 and 2019 and 2018 (in thousands):
Three Months Ended June 30,    Three Months Ended March 31,    
2019 2018 $ change % change2020 2019 $ change % change
Interest income$1
 $
 $1
 100 %$5
 $3
 $2
 66.7%
Interest expense(5,723) (2,426) (3,297) 136 %(5,753) (7,686) (1,933) 25.1%
Other income (expense), net$(5,722) $(2,426) $(3,296) 136 %$(5,748) $(7,683) $(1,935) 25.2%
              
Income tax expense (benefit)$14
 $(454) $468
 (103)%
Income tax benefit$(102) $(64) $(38) 59.4%

Interest Expense. Interest expense fordecreased $1.9 million during the three months ended June 30, 2019 increasedMarch 31, 2020, as compared to the three months ended June 30, 2018March 31, 2019, due to the additional debt outstanding under the Revolving Loan Agreement and Term Loan Agreement, plus associated amortization of debt discount and deferredreduced financing costs. In addition, the Company incurred significant debt with the acquisition of Cretic, including third party equipment finance leases and thelower interest and accretion of the new issued PIK Notes for its conversion feature at a 15% premium.
Income Taxes. We recognized income tax expense of $14 thousand for the three months ended June 30, 2019, compared to $454 thousand of income tax expense for the three months ended June 30, 2018. At June 30, 2019, we estimate our gross NOL carryforwards are approximately $85.7 million (representing $16.2 million of gross deferred tax asset), $34.9 million of which ($8.3 million tax effected) represent unrecognized tax benefits.


Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018

The following tables compare our segment operating results for the six months ended June 30, 2019 and 2018 (in thousands):
Revenues    
 Six Months Ended June 30,    
 2019
% of
revenue
 2018% of
revenue
 $ change % change
Well Servicing$50,512
46.2% $38,069
49.5% $12,443
 33 %
Coiled Tubing33,302
30.4% 12,162
15.8% 21,140
 174 %
Fluid Logistics25,639
23.4% 26,601
34.7% (962) (4)%
Total$109,453
  $76,832
  $32,621
 42 %
          
Direct Operating Expenses(1)
    
 Six Months Ended June 30,    
 2019% of segment revenue 2018% of segment revenue $ change % change
Well Servicing$38,520
76.3% $31,968
84.0% $6,552
 20 %
Coiled Tubing31,792
95.5% 10,371
85.3% 21,421
 207 %
Fluid Logistics19,475
76.0% 21,840
82.1% (2,365) (11)%
Total$89,787
  $64,179
  $25,608
 40 %
          
          
          
Segment Profit (1)
    
 Six Months Ended June 30,    
 2019
Segment
profit %
 2018Segment
profit %
 $ change % change
Well Servicing$11,992
23.7% $6,101
16.0% $5,891
 97 %
Coiled Tubing1,510
4.5% 1,791
14.7% (281) (16)%
Fluid Logistics6,164
24.0% 4,761
17.9% 1,403
 29 %
Total$19,666
18.0% $12,653
16.5% $7,013
 55 %
          
(1) Excluding general and administrative expenses and depreciation and amortization.

Revenues
Consolidated Revenues. Consolidated revenues during the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 as a direct result of increased spending by our customers during this period due to increased activity and our acquisition of Creticrates on outstanding debt in November 2018.
Well Servicing. Revenues from our well servicing segment during the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to increased rig hours.
Coiled Tubing.  Revenues from our coiled tubing segment during the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to an increase in coiled tubing unit hours.  The increase in hours resulted from the addition of two large diameter coiled tubing units in 20182020 and the acquisition of Cretic in November of 2018. 

Fluid Logistics. Revenues from our fluid logistics segment during the six months ended June 30, 2019 decreased as compared to the six months ended June 30, 2018 due to a decrease in our trucking hours and an increase in frac tank rentals, offset by a decrease in our disposal operations.
Segment Profit
Well Servicing. Segment profit from our well servicing segment during the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to an increase in revenues offset by a decrease in expenses as a percentage of revenues due to more efficient use of personnel at higher operating levels.
Coiled Tubing.  Segment profit from our coiled tubing segment during the six months ended June 30, 2019 decreased as compared to the six months ended June 30, 2018, due in large part to the Cretic acquisition. During the second quarter of 2019 we continued to see a decline in revenues as compared to the first quarter of 2019 in our coiled tubing segment.  We believe the decline is a result of a slight downturn in the market for coiled tubing services and certain quality issues experienced in the integration of the Cretic acquisition. As a result of the declining revenues we have made certain reductions in personnel and other cost reduction initiatives in our coiled tubing segment in June, July and August 2019 to properly align our costs with our new forecasted revenues. We expect revenues to remain constant in the third quarter of 2019 and increase slightly through the fourth quarter of 2019 and into 2020.  Based on the cost cutting initiatives discussed above we expect our operating costs to be lower resulting in improved segment performance for the remainder of 2019 and 2020.
Fluid Logistics. Segment profit from our fluid logistics segment during the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to an increase in revenue and a decrease in direct operating cost as a percentage of revenue and a $2.6 million gain on disposal of certain assets sold in 2019.
Operating Expenses
The following tables compares our operating expenses for the six months ended June 30, 2019 and 2018 (in thousands):
 Six Months Ended June 30,    
 2019 2018 $ change % change
Well servicing direct operating expenses$38,520
 $31,968
 $6,552
 20 %
Coiled tubing direct operating expenses31,792
 10,371
 21,421
 207 %
Fluid logistics direct operating expenses19,475
 21,840
 (2,365) (11)%
General and administrative12,242
 10,796
 1,446
 13 %
Depreciation and amortization16,452
 14,815
 1,637
 11 %
Total expenses$118,481
 $89,790
 $28,691
 32 %

Well Servicing Direct Operating Expenses. Direct operating expenses for our well servicing segment for the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to increases in repairs and maintenance, supplies and parts, fuel costs and out of town travel, consistent with the increase in revenues.
Coiled Tubing Direct Operating Expenses.  Direct operating expenses for our coiled tubing segment for the six months ended June 30, 2019 increased as compared to six months ended June 30, 2018 due to an increase in activity. The higher costs were mainly associated with wages, equipment rental, supplies and parts and travel, primarily driven by the Cretic acquisition.
Fluid Logistics Direct Operating Expenses. Direct operating expenses for our fluid logistics segment for the six months ended June 30, 2019 decreased as compared to the six months ended June 30, 2018 mainly due to a gain on the sale of certain fluid logistics equipment, along with a decrease in wages and increase in settlement and litigation expenses.
General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2019 increased as compared to six months ended June 30, 2018 due to an increase in wages and professional fees related to the acquisition of Cretic.
Depreciation and Amortization. Depreciation and amortization expenses for the six months ended June 30, 2019 increased as compared to six months ended June 30, 2018 due to the acquisition of Cretic in November 2018.
Other Income (Expense)
The following tables compares our other income (expense) for the six months ended June 30, 2019 and 2018 (in thousands):

 Six Months Ended June 30,    
 2019 2018 $ change % change
Interest income$4
 $2
 $2
 100 %
Interest expense(13,409) (4,793) (8,616) 180 %
Other income (expense), net$(13,405) $(4,791) $(8,614) 180 %
        
Income tax benefit$(50) $(454) $404
 (89)%

Interest Expense. Interest expense for the six months ended June 30, 2019 increased as compared to the six months ended June 30, 2018 due to the additional debt outstanding under the Revolving Loan Agreement and Term Loan Agreement, plus associated amortization of debt discount and deferred financing costs. In addition, the Company incurred additional debt with the acquisition of Cretic, including third party equipment finance leases, write-offwrite off of certain debt issuance costs with the modification accounting related to the PIK Notes and the accretion of the PIK Notes for its conversion feature at a 15% premium.in 2019.
Income Taxes. We recognized an income tax benefit of $50$102 thousand for the sixthree months ended June 30, 2019,March 31, 2020, compared to $454$64 thousand of income tax benefit for the sixthree months ended June 30, 2018.March 31, 2019. Our effective tax benefit rate was 0.2% and 0.5% for the three months ended March 31, 2020 and 2019, respectively. The income tax benefit for 2020 is the effect of impairments taken on long-lived assets resulting in changes to the timing of deferred taxes. At June 30, 2019,March 31, 2020, we estimate our gross NOL carryforwards are approximately $85.7$160.6 million (representing $16.2$33.7 million of gross deferred tax asset), $34.9 million of which ($8.3 millionasset and fully included in our valuation allowance for deferred tax effected) represent unrecognized tax benefits.assets).

Adjusted EBITDA
Adjusted EBITDA” is defined as income (loss) before interest, taxes, depreciation, amortization, gain (loss) on early extinguishment of debt and non-cash stock based compensation, excluding non-recurring items.items and items not reflective of ongoing operations. Management does not include gain (loss) on extinguishment of debt, non-cash stock based compensation, impairment of long-lived assets such as goodwill, other intangibles and property, plant and equipment, or other nonrecurring items in its calculations of Adjusted EBITDA because it believes that such amounts are not representative of our core operations. Further,

management believes that most investors exclude gain (loss) on extinguishment of debt, stock based compensation recorded under FASB ASC Topic 718 and other nonrecurring items from customary Adjusted EBITDA calculations as those items are often viewed as either non-recurring andor not reflective of ongoing financial performance or have no cash impact on operations.
Adjusted EBITDA is a non-GAAP financial measure that is used as a supplemental financial measure by our management and directors and by our investors to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest on our indebtedness; and our operating performance and return on invested capital as compared to those of other companies in the well services industry, without regard to financing methods and capital structure.
Adjusted EBITDA has limitations as an analytical tool and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income and operating income and these measures may vary among other companies. Limitations to using Adjusted EBITDA as an analytical tool include:
Adjusted EBITDA does not reflect our current or future requirements for capital expenditures or capital commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements necessary to service interest or principal payments on our debt;
Adjusted EBITDA does not reflect income taxes;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, andfuture. Adjusted EBITDA does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Reconciliation of Net Income (Loss) to Adjusted EBITDA(Unaudited)
          
Three Months Ended June 30, Six Months Ended June 30,Three months ended March 31,
2019 2018 2019 20182020 2019
(in thousands) (in thousands)
(in thousands)   
Net loss$(10,749) $(8,766) $(22,383) $(17,295)$(59,816) $(11,634)
Interest income(1) 
 (4) (2)(5) (3)
Interest expense5,723
 2,426
 13,409
 4,793
5,753
 7,686
Income tax (benefit) expense14
 (454) (50) (454)(102) (64)
Impairment of property and equipment40,030
 
Impairment of intangible assets3,887
 
Depreciation and amortization7,013
 7,652
 16,452
 14,815
6,119
 9,439
Share-based compensation256
 247
 509
 498
230
 253
Acquisition related costs34
 881
 1,094
 1,073
Restructuring expenses
 2
 
 190
Acquisition/merger related costs1,318
 1,060
Gain on disposal of assets(1,320) (47) (2,437) (67)(297) (1,117)
Adjusted EBITDA$969
 $1,941
 $6,590
 $3,551
$(2,883) $5,620

Settlement expenses related to litigation was $2.0 million and $0.9 million for the three months ended June 30, 2019 and 2018, respectively and $2.3 million and $1.0 million for the six months ended June 30, 2019 and 2018, repectively. We have not included expenses related to settlement of litigation in our Adjusted EBITDA as they are not considered non-recurring.
Liquidity and Capital Resources
Our current and future liquidity is greatly dependent upon our operating results. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, weakness in oil and natural gas industry conditions, the financial condition of our customers and vendors, and other factors. Furthermore, as a result of the challenging market conditions we continue to face, for the short term, we anticipate continuing to use net cash in operating activities. We believe that our current reserves of cash and cash equivalents and availability of $9.9 million under our Revolving Loan Agreement are sufficient to finance our cash requirements for current and future operations, budgeted capital expenditures, debt service and other obligations for at least the next twelve months.
Historically, we have funded our operations, including capital expenditures, through the credit facilities, vendor financings, and cash flow from operations, the issuance of senior notes and the proceeds from our public and private equity offerings. More recently, since our emergence from chapter 11 reorganization, we have funded our operations through our Term Loan Agreement, Bridge Loan, PIK Notes, Revolving Loan Agreement and other financing activities.
As of June 30, 2019,March 31, 2020, we had $1.0$8.1 million in cash and cash equivalents and $135.2$137.9 million in contractual debt.debt, net of debt discount.

The $135.2$137.9 million in contractual debt was comprised of $60.9$59.6 million under the Term Loan Agreement, $54.1$61.8 million under the PIK Notes, $6.0$4.0 million under the Revolving Loan Agreement, $13.3$9.6 million in finance leases and $1.0$2.8 million in insurance notes related to our general liability, workers compensation and other insurance. Of our total debt, $60.3$73.7 million was classified as current, portion of long-term debt, and $74.9$64.1 million was classified as long-term.
Going Concern
The Company is required to evaluate whether there is a substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern, management has considered conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern for one year following the date the Company’s financial statements are issued. These conditions and evaluations included the Company’s current financial condition and liquidity sources, including current cash and cash equivalents balances, forecasted cash flows, the Company’s obligations due within twelve months of the date these financial statements were issued, including the Company’s obligations described in Note 7 - Long-Term Debt, and the other conditions and events described below.
The Company has incurred substantial net losses and losses from operations for the quarter ended March 31, 2020 and for the year ended December 31, 2019. As of March 31, 2020, the Company had cash and cash equivalents of approximately $8.1 million. The Company has access to a working capital facility under the Revolving Loan Agreement (as described below) that is based on the Company’s accounts receivable; however, as of March 31, 2020, the Company did not have funds available to borrow under the Revolving Loan Agreement. Loans under the Revolving Loan Agreement mature in January 2021 and loans under the Term Loan Agreement mature in April 2021, in each case within the 12-month going concern evaluation period. In March 2020, a limited waiver was obtained under the Revolving Loan Agreement, providing relief extending through June 30, 2020, from the requirement to provide an unqualified opinion on the Company’s consolidated financial statements for the fiscal year ended December 31, 2019. There can be no assurance that the Company will be able to negotiate an extension of the Revolving Loan, obtain future waivers, or have sufficient funds to repay its obligations under the Revolving Loan Agreement when they come due. As of March 31, 2020, the Company had $4.0 million of loans outstanding under the Revolving Loan Agreement, which is recorded as a current liability. In addition, the PIK Notes became mandatorily convertible into common stock upon maturity on June 30, 2020, provided, however, each of Ascribe Capital LLC and Solace Capital Partners LP, on behalf of each of their funds that is a holder of PIK Notes issued under the Indenture which in the aggregate hold $48.9 million of face value of the PIK Notes, agreed to extend the maturity date under the Indenture to November 30, 2020 of the Excess PIK Notes (as defined below). The Company does not currently have sufficient authorized common shares to fully convert, nor the liquidity to repay, the $61.8 million accrued amount of PIK Notes upon their maturity, requiring shareholder approval to authorize additional shares, which has not occurred as of the date of these financial statements. There is also uncertainty as to whether the Company will have sufficient liquidity to repay the loans under the Term Loan Agreement totaling $59.6 million when they mature on April 13, 2021. In addition, the Company may not have access to other sources of external capital on reasonable terms, or at all. The Company also expects to continue to experience volatility in market demand, which creates normal oil and gas price fluctuations, as well as external market pressures due to effects of global health concerns, such as COVID-19, and the oil price war triggered by Russia and Saudi Arabia that are not within our control.
Management’s plans to alleviate this substantial doubt include: (i) continuing to discuss amendments with the Company’s lenders in order to extend the term of the Revolving Loan Agreement and the Term Loan Agreement; (ii) negotiate with the holders of the mandatorily convertible PIK Notes as to the terms of the conversion and/or complete a shareholder vote to authorize more common shares available for issuance;(iii) continuing to manage operating costs by actively pursuing cost cutting measures to maximize liquidity in line with current industry economic expectations; and/or (iv) pursuing additional financings with existing and new lenders. Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued.
Impairment of Long-Lived Assets
The oil and gas industry experienced a significant disruption during the first quarter of 2020 as a result of the oil price war initiated by Saudi Arabia and Russia in February 2020 and the substantial decline in global demand for oil caused by the COVID-19 pandemic. These events resulted in a steep decline in prices, with physical markets showing signs of distress as spot prices were also negatively impacted by the lack of available storage capacity. Demand for our services declined in the face of depressed crude oil pricing.
These market conditions have significantly impacted the Company’s business and outlook with material adverse impacts to operations anticipated to continue in the near-term. Customers continue to revise their capital budgets in order to adjust spending levels in response to the lower commodity prices, and the Company has experienced, and continues to experience, significant customer activity reductions and pricing pressure for products and services. The Company has determined these recent events constituted a triggering event that required a review of the recoverability of long-lived assets and performed an interim impairment assessment of property and equipment and intangibles as of March 31, 2020.

The fair value of long-lived assets was determined based on a discounted cash flow analysis. These analyses included significant judgment, including management’s short-term and long-term forecast of operating performance, discount rates based on weighted average cost of capital, revenue growth rates, profitability margins, capital expenditures, the timing of future cash flows based on an eventual recovery of the oil and gas industry, and in the case of long-lived assets, the remaining useful life and service potential of the assets. These impairment assessments incorporate inherent uncertainties, including projected commodity pricing, supply and demand for services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the estimated assumptions utilized in forecasts.
Based upon the Company's impairment assessments, it was determined the carrying amount of certain of the Company's long-lived assets exceeded their respective fair values. Therefore, impairments to property and equipment and intangible assets totaled $43.9 million during the three months ended March 31, 2020 as described in Note 4. The Company will continue to evaluate its long-lived assets in future quarters and could be required to record additional impairments in future reporting periods in the event market conditions continue to deteriorate.
Term Loan Agreement
On April 13, 2017, FES LLC, as borrower, and the Company and certain of its subsidiaries, as guarantors, entered into the Term Loan Agreement. FES LLC isand Security Agreement (the "Term Loan Agreement") with the borrower, or the Borrower, under the Termlenders party thereto and Wilmington Trust, National Association, as agent (the “Term Loan Agreement. The Borrower’s obligations have been guaranteed by FES Ltd. and by TES, CCF and FEI, each direct subsidiaries of the Borrower and indirect subsidiaries of FES Ltd.Agent”). The Term Loan Agreement, providesas amended, provided for a term loan of $60.0 million, excluding accrued PIK interest at June 30, 2019.paid-in-kind interest. Subject to certain exceptions and permitted encumbrances, the obligations under the Term Loan Agreement are secured by a first priority security interest in substantially all the assets of the Company other than accounts receivable, cash and related assets, which constitute priority collateral under the Revolving Loan Agreement (described below). The Term Loan Agreement has a stated maturity date of April 13, 2021.
Borrowings under the Term Loan Agreement bear interest at a rate equal to five percent (5%) per annum payable quarterly in cash, or the Cash Interest Rate, plus (ii) an initial paid in kindpaid-in-kind interest rate of seven percent (7%) commencing April 13, 2017 to be capitalized and added to the principal amount of the term loan or, at the election of the Borrower, paid in cash. The paid in kindpaid-in-kind interest increases by two percent (2%) twelve months after April 13, 2017 and every twelve months thereafter until maturity. Upon and after the occurrence of an event of default, the Cash Interest Rate will increase by two percentage points per annum.

During the sixthree months ended June 30, 2019, $2.9March 31, 2020, $1.7 million of interest was paid in kind.paid-in-kind. At June 30, 2019 and DecemberMarch 31, 2018,2020, the paid in kindpaid-in-kind interest rate was 11%.
The Company is permitted under the Term Loan Agreement to voluntarily repay the outstanding term loans at any time without premium or penalty. The Company is required to use the net proceeds from certain events, including but not limited to, the disposition of assets, certain judgments, indemnity payments, tax refunds, pension plan refunds, insurance awards and certain incurrences of indebtedness to repay outstanding loans under the Term Loan Agreement. The Company may also be required to use cash in excess of $20.0 million to repay outstanding loans under the Term Loan Agreement.
The Term Loan Agreement includes customary negative covenants for an asset-based term loan, including covenants limiting the ability of the Company to, among other things, (i) effect mergers and consolidations, (ii) sell assets, (iii) create or suffer to exist any lien, (iv) make certain investments, (v) incur debt and (vi) transact with affiliates. In addition, the Term Loan Agreement includes customary affirmative covenants for an asset-based term loan, including covenants regarding the delivery of financial statements, reports and notices to the Agent. The Term Loan Agreement also contains customary representations and warranties and event of default provisions for a secured term loan.
Amendment to Term Loan Agreement and Joinder
In connection with the Cretic Acquisition, on November 16, 2018,On May 15, 2020, the Company as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 1a further amendment to Loan and Security Agreement and Pledge and Security Agreement (the “Term Loan Amendment”) with the lenders party thereto and Wilmington Trust, National Association, as agent (the “Term Loan Agent”), pursuant to which the Term Loan Agreement, was amended to, among other things, permit (i) debt under the Revolving Loan Agreement (described below) and the liens securing the obligations thereunder, (ii) the incurrenceas described below in Item 5 of add-on term loans under the Term Loan Agreement in an aggregate principal amount of $10.0 million and (iii) the incurrence of one-year “last-out” bridge loans under the Term Loan Agreement in an aggregate principal amount of $50.0 million (the “Bridge Loan”).
In addition, on November 16, 2018, Cretic entered into joinder documentation pursuant to which it became a guarantor under the Term Loan Agreement and a pledgor under the Pledge and Security Agreement referred to in the Term Loan Agreement.Part II – Other Information.
Revolving Loan Agreement
In connection with the Cretic Acquisition, onOn November 16, 2018, the Company and certain of its subsidiaries, as borrowers, entered into a Credit Agreement (the “Revolving Loan Agreement”) with the lenders party thereto and Regions Bank, as administrative agent and collateral agent (the “Revolver Agent”). The Revolving Loan Agreement, as amended, provides for $35$9.0 million of revolving loanletter of credit commitments, subject to a borrowing base comprised of 85% of eligible accounts receivable, 90% of eligible investment grade accounts receivable (in each case, less allowance for doubtful accounts) and 100% of eligible cash, less reserves. The loansletter of credit commitments under the Revolving Loan Agreement expire in December 2020, and letters of credit issued under the Revolving Loan Agreement accrue interestfees at a floating rate of LIBOR plus 2.50% - 3.25%4.25%, or a base rate plus 1.50% - 2.25%, with the margin based on the fixed charge coverage ratio from time to time.per annum.
The Revolving Loan Agreement is secured on a first lien basis by substantially all assets of the Company and its subsidiaries, subject to an intercreditor agreement between the Revolver Agent and the Term Loan Agent which provides that the priority collateral for the Revolving Loan Agreement consists of accounts receivable, cash and related assets, and that the other assets of the Company and its subsidiaries constitute priority collateral for the Term Loan Agreement. At March 31, 2020, the Company had $4.0 million of borrowings outstanding and $6.9 million in letters of credit outstanding. At June 30, 2019 we2020, the Company had six million

no revolving loans outstanding or available borrowings outstanding, $6.1and $6.9 million in letters of credit outstanding, with $2.1 million in available commitments.
Amendments and Waivers to Revolving Loan Agreement and Term Loan Agreement
On February 3, 2020 the Company and certain of its subsidiaries, as borrowers, entered into Second Amendment to Credit Agreement, effective December 31, 2019, (the “February 2020 Revolving Loan Amendment”), with the lenders party thereto and the Revolver Agent. Among other things, the February 2020 Revolving Loan Amendment reinstated a minimum excess line availability covenant for the monthly periods from December 2019 through July 2020 and removed the requirement to test for the purpose of $9.9 million.a financial covenant, the fixed charge coverage ratio for the monthly periods from December 2019 through June 2020.
On March 20, 2020, the Company and certain of its subsidiaries, as borrowers, entered into the Third Amendment and Temporary Limited Waiver to Credit Agreement (the “March 2020 Revolving Loan Amendment”) with the lenders party thereto and the Revolver Agent. Pursuant to the March 2020 Revolving Loan Amendment, the requirement for the Company to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019 was waived until June 30, 2020 (the “Revolving Loan Agreement Temporary Waiver”). In addition, the commitments under the Revolving Loan Agreement were reduced from $35.0 million to $27.5 million, and interest under the Revolving Loan Agreement was increased from a range of LIBOR plus 2.50% to 3.25% or base rate plus 1.50% to 2.25% based on the fixed charge coverage ratio from time to time, to LIBOR plus 4.25% or base rate plus 3.25%.
On March 20, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, obtained a corresponding waiver under the Term Loan Agreement for the requirement to deliver an unqualified audit opinion for the fiscal year ended December 31, 2019.
On March 23, 2020, the Company, as a guarantor, FES LLC, as borrower, and certain of their subsidiaries, as guarantors, entered into Amendment No. 3 to Loan and Security Agreement (the “March 2020 Term Loan Amendment”) with the lenders party thereto and the Term Loan Agent. Pursuant to the March 2020 Term Loan Amendment, there will be no cross-default to the Revolving Loan Agreement resulting from the expiration of the Revolving Loan Agreement Temporary Waiver.
On May 15, 2020, the Company entered into further amendments to the Revolving Loan Agreement and the Term Loan Agreement, as described above in Note 17 - Subsequent Events.
On June 26, 2020, the Company entered into further amendments to the Revolving Loan Agreement, as described above in Note 17 - Subsequent Events.
On June 29, 2020, the Company entered into further amendments to the Term Loan Agreement, as described above in Note 17 - Subsequent Events.
5% Subordinated Convertible PIK Notes
On March 4, 2019, the Company issued $51.8 million aggregate original principal amount of 5.00% Subordinated Convertible PIK Notes due June 30, 2020 (the “PIK Notes”). On March 4, 2019, the Company, as Issuer, and Wilmington Trust, National Association, as Trustee, entered into an Indenture governing the terms of the PIK Notes.
The PIK Notes bear interest at a rate of 5.00% per annum. Interest on the PIK Notes will be accrued and payable, or capitalized to principal if not permitted to be paid in cash, semi-annually in arrears on July 1June 30 and January 1December 31 of each year, commencing on June 30, 2019. The Company capitalized PIK Note interest totaling $0.09 million on July 1, 2019.2019 and $1.3 million on January 1, 2020, which corresponds to the date the interest was determined to be paid.
The PIK Notes are the unsecured general subordinated obligations of the Company and are subordinated in right of payment to any existing and future secured or unsecured senior debt of the Company.Company, including debt incurred under the Term Loan Agreement and the Revolving Loan Agreement. The payment of the principal of, premium, if any, and interest on the PIK Notes will be subordinated to the prior payment in full of all of the Company’s existing and future senior indebtedness.indebtedness, including debt incurred under the Term Loan Agreement and the Revolving Loan Agreement. In the event of a liquidation, dissolution, reorganization or any similar proceeding, obligations on the PIK Notes will be paid only after senior indebtedness has been paid in full. Pursuant to the Indenture, the Company is not permitted to (1) make cash payments to pay principal of, premium, if any, and interest on or any other amounts owing in respect of the PIK Notes, or (2) purchase, redeem or otherwise retire the PIK Notes for cash, if any senior indebtedness is not paid when due or any other default on senior indebtedness occurs and the maturity of such indebtedness is accelerated in accordance with its terms unless, in any case, the default has been cured or waived, and the acceleration has been rescinded or the senior indebtedness has been repaid in full.
The Indenture also provides that upon a default by the Company in the payment when due of principal of, or premium, if any, or interest on, indebtedness in the aggregate principal amount then outstanding of $5.0 million or more, or acceleration of the Company’s indebtedness so that it becomes due and payable before the date on which it would otherwise have become due and payable, and if such default is not cured or waived within 30 days after notice to the Company by the Trusteetrustee or by holders of at

least 25% in aggregate principal amount of the PIK Notes then outstanding, the principal of, (and premium, if any) and accrued and unpaid interest on, the PIK Notes may be declared immediately due and payable.

The PIK Notes are redeemable in whole or from time to time in part at the Company’s option at a redemption price equal to the sum of (i) 100.0% of the principal amount of the PIK Notes to be redeemed and (ii) accrued and unpaid interest thereon to, but excluding, the redemption date, which amounts may be payable in cash or in shares of the Company’s common stock, (subject to limitations, if any, in the documentation governing the Company’s senior indebtedness). If redeemed for the Company’s common stock the holder will receive a number of shares of the Company’s common stock calculated based on the fair market valueFair Market Value of a share of the Company’s common stock at such time, in each case less a 15% discount per share. The 15% discount represents an implied conversion premium at issuance which will be settled in common stock at the date of conversion.  As such, the face value of the PIK Notes will be accreted to the settlement amount at June 30, 2020. For the three and six months ended June 30,March 31, 2020 and 2019, the Company recorded $1.8 million and $2.4$0.6 million, respectively, in interest expense related to the accretion of the conversion premium.
The Indenture contains provisions permitting the Company and the trustee in certain circumstances, without the consent of the holders of the PIK Notes, and in certain other circumstances, with the consent of the holders of not less than a majority in aggregate principal amount of the PIK Notes at the time outstanding to execute supplemental indentures modifying the terms of the Indenture and the PIK Notes as describeddescribed. It is also provided in the Indenture that, subject to certain exceptions, the holders of a majority in aggregate principal amount of the PIK Notes at the time outstanding may on behalf of the holders of all the PIK Notes waive any past default or event of default under the Indenture and its consequences.
The Indenture provides for mandatory conversion of the PIK Notes at maturity (or such earlier date as the Company shall elect to redeem the PIK Notes), or upon a Marketed Public Offeringmarketed public offering of the Company’s common stock or a Change of Control, in each case as defined in the Indenture, at a conversion rate per $100 principal amount of PIK Notes into a number of shares of the Company’s common stock calculated based on the Fair Market Value of a share of the Company’s common stock at such time, in each case less a 15% discount per share.
Fair Market Value means fair market value as determined by (A) in the case of a Marketed Public Offering,marketed public offering, the offering price per share paid by public investors in the Marketed Public Offering,such marketed public offering, (B) in the case of a Change of Control, the value of the consideration paid per share by the acquirer in the Change of Control transaction, or (C) in the case of mandatory conversion at the Maturity Date (or such earlier date as the Company shall elect to redeem the PIK Notes), such value as shall be determined by a nationally recognized investment banking firm engaged by the Board of Directors of the Company.
The Company usedEffective November 14, 2019, each of Ascribe Capital LLC and Solace Capital Partners LP, on behalf of each of their funds that is a holder of PIK Notes issued under the gross proceedsIndenture which in the aggregate hold $48.9 million of $51.8 million that it received from the issuanceface value of the PIK Notes, agreed to repay allextend the maturity date under the Indenture to November 30, 2020 of those PIK Notes (the "Excess PIK Notes"), for which there are not at June 30, 2020 sufficient authorized shares of common stock of the Company to effect the mandatory conversion of the Excess PIK Notes, after giving effect to the conversion of PIK Notes held by other holders of PIK Notes who have not agreed to a maturity date extension or conversion deferral. Each also agreed to defer the mandatory conversion feature under the Indenture for such Excess PIK Notes until after the Company’s stockholders have authorized sufficient additional shares of the Company’s common stock to permit such conversion.
On April 16, 2020, the Company, Ascribe, and Solace consummated the Forbes PIK Exchange, pursuant to which Ascribe exchanged approximately $0.13 million aggregate principal amount of PIK Notes in exchange for 963,116 shares of the Company’s common stock, and Solace exchanged approximately $0.09 million aggregate principal amount of PIK Notes in exchange for 709,253 shares of the Company’s common stock. Following the Forbes PIK Exchange, Ascribe and its affiliates and Solace and its affiliates collectively beneficially own an aggregate amount of the Company’s common stock representing 51% of the voting power of the outstanding principal andshares of the Company’s common stock.
On June 29 the Company notified the PIK Note holders of a possible default due to property tax penalties that have been accrued and unpaid interest on the Bridge Loan.
Interest on the Bridge Loan prior to its repayment accrued at a rate of 14% (5% cash interest plus 9% PIK interest). The payment obligations of the Borrower under the Bridge Loan have been fully satisfiedare outstanding, as of March 4, 2019.further described in Note 17 - Subsequent Events.
Cash Flows
Our cash flows depend, to a large degree, on the level of spending by oil and gas companies' development and production activities. Although theThe prices of oil and natural gas have recovered somewhat sincedeclined significantly during the decline that began in 2014last half of 2019 and continued into 2016, completion activity again slowed for our customer base in the fourth quarter of 2018 and has continued into the first quarter of 2019.2020 due to demand/supply imbalances, COVID-19 and the oil price war triggered by Russia and Saudi Arabia. These lower levels of activities will likely also materially affect our future cash flows.

Six months ended June 30,Three months ended March 31,
2019 20182020 2019
Net cash used in operating activities$(4,617) $(2,875)
Net cash provided by (used in) operating activities$4,613
 $(4,341)
Net cash used in investing activities(1,049) (6,534)(471) (373)
Net cash used in financing activities(1,387) (987)(1,246) (1,168)
Net decrease in cash, cash equivalents and cash - restricted(7,053) (10,396)
Net increase (decrease) in cash, cash equivalents and cash - restricted2,896
 (5,882)
Cash, cash equivalents and cash - restricted      
Beginning of period8,156
 35,480
5,297
 8,156
End of period$1,103
 $25,084
$8,193
 $2,274

Cash flows used infrom operating activities for the sixthree months ended June 30, 2019 decreasedMarch 31, 2020 increased as compared to the sixthree months ended June 30, 2018.March 31, 2019. The decreaseincrease resulted from working capital needschanges related to accounts receivable, prepaids, accounts payable and accrued liabilities.

Cash flows used in investing activities for the sixthree months ended June 30, 2019 decreasedMarch 31, 2020 increased as compared to the sixthree months ended June 30, 2018.March 31, 2019. The decreaseincrease is related to less in proceeds from the sale of certain assetsequipment, offset by fewer purchases of property and insurance proceeds from assets for which there was a casualty loss.equipment.
Cash flows fromused in financing activities were $1.4 million and $1.0$1.2 million for each of the sixthree months ended June 30, 2019March 31, 2020 and 2018, respectively.2019. During the sixthree months ended June 30, 2019March 31, 2020 we borrowed on the Revolving Loan Agreement to make a $5.0made $1.2 million in principal paymentpayments on our Term Loan Agreement.finance leases.
Our current and future liquidity is greatly dependent upon our operating results. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, weakness in oil and natural gas industry conditions, the financial condition of our customers and vendors, and other factors. Furthermore, as a result of the challenging market conditions we continue to face, for the short term, we anticipate continuing to use net cash in operating activities.
Capital Expenditures
Capital expenditures including assets acquired with finance leases, for the sixthree months ended June 30,March 31, 2020 and 2019 and 2018 were additions of $12.0$1.8 million and $11.0$5.1 million, respectively. Additions to our fluid logistics segment were primarily purchases of vacuum trucks and light trucks.trucks, offset by the sale of certain unused equipment. Additions to our well servicing segment were for well service equipment and light trucks. Additions to our coiled tubing segment were for light trucks, and pumping and support.support equipment.
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 condensed 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. See Note 78 - Commitments and Contingencies.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in accordance with GAAP 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 and useful lives and impairment of long-lived assets, using currently available information. Changes in facts and circumstances may result in revised estimates, and actual results could differ from those estimates. There have been no material changes to the critical accounting policies and estimates set forth in Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2018, except for the application of ASU No. 2016-02 which created FASB ASC Topic 842, "Leases" to our accounting and financial reporting activities. See Note 8 - Leases.2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the market risk disclosures set forth in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures
OurThe Company's management, with the participation of ourits chief executive officer and chief financial officer, evaluated the effectiveness of ourthe Company's disclosure controls and procedures as of June 30, 2019.March 31, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Security and Exchange Commission, or the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company'sCompany's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of ourthe Company's disclosure controls and procedures as of June 30, 2019, ourMarch 31, 2020, the Company's chief executive officer and chief financial officer concluded that, as of such date, ourthe Company's disclosure controls and procedures over financial reporting were effective.
Changes in Internal Control over Financial Reporting

On January 1, 2019, we adopted ASC 842, Leases. Although the new lease standard did not have a material impact on our condensed consolidated financial statements, we nevertheless implemented changes to our processes related to leases and the control activities within them.
There was no change in ourthe Company's internal control over financial reporting (as defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2019March 31, 2020 that has materially affected, or is reasonably likely to materially affect, ourthe Company's internal control over financial reporting.


PART II—OTHER INFORMATION
 
Item 1.Legal Proceedings

There are no pending material legal proceedings, and the Company is not aware of any material threatened legal proceedings, to which the Company is a party or to which its property is subject that would have a material adverse effect on the Company's financial statements as of June 30, 2019.March 31, 2020.

Item 1A.Risk Factors

A description of our risk factors can be found in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018.2019.
Risks Relating to the Termination of the Mergers
The termination of the Merger Agreement could negatively impact us.
The termination of the Merger Agreement may result in various consequences, including:
our business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers;
the market price of our common stock may decline to the extent that the market price prior to termination of the Merger Agreement reflects a market assumption that the Mergers would be completed;
we may not be able to find a party willing to pay an equivalent or more attractive consideration than the consideration that would have been payable to the Company stockholders had the Mergers been consummated;
we may experience negative publicity and negative reactions from the financial markets and from our investors, creditors and employees;
we have incurred and may continue to incur certain significant costs relating to the Mergers, such as legal, accounting, financial advisor, printing, and other professional service fees, which may relate to activities that we would not have undertaken other than in connection with the Mergers; and
we have committed, and may be required to further commit, time and resources to defending legal proceedings commenced against us relating to the Mergers.
We cannot assure our stockholders that the risks described above will not negatively impact the business, financial results, and ability to pay dividends and distributions, if any, to our stockholders, and could negatively impact our stock price.
The termination of the Merger Agreement could negatively impact the Company, including impairing its ability to continue as a going concern.
The Merger Agreement’s termination may have various consequences, including that the Company’s business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the transaction.
The Company has incurred substantial net losses and losses from operations for the years ended December 31, 2019 and 2018 and the three months ended March 31, 2020. As of March 31, 2020, the Company had cash and cash equivalents of approximately $8.1 million and negative working capital of approximately $0.3 million, after taking into account that the mandatorily convertible notes of $61.8 million will not result in a cash settlement. The Company’s Revolving Loan is also due January 2021. Recent negotiations to extend the maturity date have not been successful and there can be no assurance that the Company will be able to negotiate an extension on the current Revolving Loan or have sufficient funds to repay its obligations when they come due. In addition, the Company has $61.8 million of mandatorily convertible PIK Notes outstanding as of March 31, 2020, but does not at present have sufficient authorized common share capital to fully convert the PIK Notes upon maturity. In addition, the Company may not have access to other sources of external capital on reasonable terms or at all. We also expect to experience continued volatility in market demand which creates oil and gas price fluctuations as well as external market pressures due to effects of global health concerns such as the recent outbreak of COVID-19 and the precipitous decline in oil prices that are not within our control. As a result of these and other factors, there is substantial doubt that the Company will be able to continue as a going concern. Since the Mergers will not be completed, these concerns will be heightened, and there can be no assurance that alternative strategic plans will provide sufficient liquidity for the Company to continue its operations.
Risks Relating to the COVID-19 Pandemic
The COVID-19 pandemic has adversely affected the Company’s business, and the ultimate effect on the Company’s operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

The effects of the COVID-19 pandemic, including actions taken by businesses and governments, have adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. As a result, there has been a significant reduction in demand for and prices of crude oil. If the reduced demand for and price of crude oil continues for a prolonged period, the Company’s business, financial condition, results of operation and liquidity will be materially and adversely affected. The Company’s operations also may be adversely affected if significant portions of the Company’s workforce continue to be unable to work effectively due to illness, quarantines, government actions or other restrictions in connection with the COVID-19 pandemic.
The extent to which the COVID-19 pandemic adversely affects the Company’s business, financial condition, results of operation and liquidity will depend on future developments, which are highly uncertain and cannot be predicted. These future developments include, but are not limited to, the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Disruptions and/or uncertainties related to the COVID-19 pandemic for a sustained period of time could result in delays or modifications to the Company’s strategic plans and initiatives and hinder the Company’s ability to achieve its strategic goals. The COVID-19 pandemic, and the volatile regional and global economic conditions stemming from the pandemic, may also have the effect of heightening many of the other risks described in the “Risk Factors” section included in the Company’s Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, as those risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q and other reports and documents filed with the Securities and Exchange Commission after the date of this Quarterly Report on Form 10-Q.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Default Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.See Note 17 to the financial statements for a discussion for the June 2020 Revolving Loan Amendment and the June 2020 Term Loan Amendment.


Item 6. Exhibits

Number  Description of Exhibits
    
 
CertificateAmendment No. 1 to Agreement and Plan of Incorporation ofMerger, dated February 20, 2020, by and among Superior Energy Services, Inc., New NAM Inc, Forbes Energy Services Ltd., Spieth Merger Sub, Inc. and Fowler Merger Sub, Inc. (incorporated by reference to Exhibit 3.12.1 to the Company’s Registration StatementCompany's current report on Form 8-A8-K filed April 18, 2017)February 26, 2020).

 
Second AmendedAmendment to Credit Agreement, dated as of February 3, 2020, by and Restated Bylaws ofamong Forbes Energy Services Ltd., the borrowers party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 3.210.20 to the Company’s Registration StatementAnnual Report on Form 8-A10-K filed April 18, 2017)March 23, 2020).

 
Specimen CertificateThird Amendment to Credit Agreement, dated as of March 20, 2020, by and among Forbes Energy Services Ltd., the borrowers party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent for the Company’s common stock, $0.01 par valuelenders (incorporated by reference to Exhibit 4.110.21 to the Company’s Registration StatementAnnual Report on Form 8-A10-K filed April 18, 2017)March 23, 2020).

—   
Indenture,Amendment No. 3 to Loan and Security Agreement, dated as of March 4, 2019 between23, 2020, by and among Forbes Energy Services Ltd.LLC, the guarantors party thereto hereto, the lenders party thereto, and Wilmington Trust, National Association, as trustee (including form of Note)agent for the secured parties (incorporated by reference to Exhibit 4.110.22 to the Company’s Annual Report on Form 10-K filed March 23, 2020).
Unsecured Note, dated as of May 15, 2020, by Forbes Energy Services LLC in favor of Texas Champion Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 4, 2018)May 21, 2020).


 
Registration RightsLetter Agreement, dated as of May 20, 2020, by and among Forbes Energy Services Ltd., Superior Energy Services, Inc., and certain holders identified therein dated as of April 13, 2017New NAM, Inc. (incorporated by reference to Exhibit 10.110.2 to the Company's Registration StatementCompany’s Current Report on Form 8-A8-K filed April 18, 2017)May 21, 2020).

 
Fourth Amendment to Credit Agreement, dated as of May 15, 2020, by and among Forbes Energy Services Ltd., the borrowers party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 21, 2020).

Amendment No. 4 to Loan and Security Agreement, dated as of April 13, 2017,May 15, 2020, by and among Forbes Energy Services LLC, as borrower, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Forbes Energy Services Ltd., asthe guarantors Wilmington Trust, N.A., as agent, and certainparty thereto, the lenders party thereto, (incorporated by reference to Exhibit 10.1 toand Wilmington Trust, National Association, as agent for the Company's Current Report on Form 8-K filed April 18, 2017).

Agreement regarding Cash Collateral and Letters of Credit dated as of April 13, 2017 by and among Forbes Energy Services LLC, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC, Forbes Energy Services Ltd. and Regions Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed April 18, 2017).

Forbes Energy Services Ltd. 2017 Management Incentive Plansecured parties (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed April 18, 2017).

Amended and Restated Employment Agreement effective April 13, 2017, by and between John E. Crisp and Forbes Energy Services LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed April 18, 2017).

Amended and Restated Employment Agreement effective April 13, 2017, by and between L. Melvin Cooper and Forbes Energy Services LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed April 18, 2017).

Employment Agreement effective April 13, 2017, by and between Steve Macek and Forbes Energy Services LLC (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed April 18, 2017).

—  
Form of Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2017)21, 2020).

—  
Form of Exit Financing Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2017.

—  
Form of Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2017).


  
MergerFifth Amendment and Waiver to Credit Agreement, dated as of November  16, 2018,June 26, 2020, by and among Forbes Energy Services LLC, as buyer, Cobra Transitory Sub LLC, as Merger Sub, Cretic Energy Services, LLC, asLtd., the Company and Catapult Energy Services Group, LLC, as the Holders Representative and Paying Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 23, 2018).

Revolving Loan Agreement, dated November  16, 2018, by and among the Company and certain of its subsidiaries, as borrowers party thereto, the lenders party thereto, and Regions Bank, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 tofor the Company’s Current Report on Form 8-K filed November 23, 2018).lenders.

  
Amendment No. 15 and Waiver to Loan and Security Agreement and Pledge and Security Agreement, dated as of November  16, 2018,June 29, 2020, by and among Forbes Energy Services LLC, as borrower, Forbes Energy International, LLC, TX Energy Services, LLC, C.C. Forbes, LLC and Forbes Energy Services Ltd., asthe guarantors Wilmington Trust, N.A., as agent, and certainparty thereto, the lenders party thereto, (incorporated by reference to Exhibit 10.3 toand Wilmington Trust, National Association, as agent for the Company’s Current Report on Form 8-K filed November 23, 2018).

Employment Agreement, effective November 16, 2018, by and between Joe Michetti and Forbes Energy Services LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed November 23, 2018).secured parties.

 
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

 
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

 Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101* 
Interactive Data Files

104*Cover Page Interactive Data Files
 _________________________
*Filed herewith.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  FORBES ENERGY SERVICES LTD.
    
August 13, 2019June 30, 2020 By: 
/s/ JOHN E. CRISP
    
John E. Crisp
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
     
    
August 13, 2019June 30, 2020 By: 
/S/ L. MELVIN COOPER
    
L. Melvin Cooper
Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)


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