Note 11 - Liabilities

12 Months Ended

Dec. 31, 2012

Other Liabilities Disclosure [Text Block]

Note 11.    Liabilities

The components of accrued and other liabilities at December 31, 2012 and 2011 are as follows:

	December 31,
	2012		2011
	(in thousands)
Tax-related	$	1,197	$	56
Accrued compensation and related taxes		3,658		1,593
Deferred revenue		299		278
Professional services		282		485
Accrued fuel and rig-related charges		162		-
Accrued workers compensation		-		1,233
Other		739		181
	$	6,337	$	3,826

The components of other long-term liabilities at December 31, 2012 and 2011 are as follows:

	December 31,
	2012		2011
	(in thousands)
Tax-related	$	7,373	$	10,737
Phantom stock liability		1,798		-
	$	9,171	$	10,737

The tax-related long-term liabilities relate primarily to FIN 48 uncertainties primarily associated with our foreign subsidiaries. Through its acquisition of SWH, the Company has a phantom stock plan agreement (the “Phantom Plan”), in which the board of directors is authorized to grant phantom shares to employees and consultants. The value of the phantom shares outstanding was fixed as a result of the acquisition. If employees or consultants terminate from the Company other than by death or disability, their unvested shares are returned to the Phantom Plan. Phantom stockholders are entitled to receive a cash payment for their vested shares on February 1, 2016, unless there is a change of control or employee death. The Company is accounting for the unvested portion of the Phantom Plan as post-combination compensation expense by accreting a liability over the vesting period.

Sun Well has a credit agreement with Wells Fargo Bank, National Association that includes a term loan of $20.0 million and a revolving line of credit for up to $5.0 million. The loans are secured by the assets of Sun Well and bear interest, at the option of Sun Well, at LIBOR plus 3.5% or the greater of (a) the bank’s prime rate, (b) the Federal Funds Rate plus 1.5%, or (c) the Daily One-Month LIBOR rate plus 1.5% for base rate loans. Both options are subject to leverage ratio adjustments. The interest payments are made monthly. The term loan is repayable in $1.0 million quarterly principal installments from September 30, 2011 through June 30, 2015. Sun Well borrowed $20.0 million on the term loan in July 2011 and has made $6.0 million and $1.0 million in scheduled and extra principal payments through December 31, 2012, respectively. Borrowings under the revolving loan, which are determined based on eligible accounts receivable, mature on June 30, 2015 with a balloon payment. There is no balance due on the revolving loan as of December, 2012. Under the agreement, Sun Well is subject to certain financial covenants, with which it was in compliance as of December 31, 2012.

The future principal payments due on the notes payable are as follows:

	Amount
	(in thousands)
For the year ended December 31:
2013	$	4,000
2014		4,000
2015		5,000
	$	13,000

The Company made a principal payment of $10.0 million in February 2013 but intends to continue with the scheduled quarterly payments.

Through its acquisitions, the Company acquired certain equipment under capital lease obligations. The following is a schedule of the future annual minimum payments for these leases as of December 31, 2012:

	Amount
	(in thousands)
For the year ended December 31:
2013	$	490
2014		463
2015		463
2016		134
Total minimum lease payments		1,550
Less amount representing interest		(153	)
Present value of net minimum lease payments		1,397
Less current portion		(413	)
Capital lease obligations, net of current portion	$	984