Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NESCQ | |
Entity Registrant Name | Nuverra Environmental Solutions, Inc. | |
Entity Central Index Key | 1,403,853 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 150,940,973 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 191 | $ 994 |
Restricted cash | 1,341 | 1,420 |
Accounts receivable, net of allowance for doubtful accounts of $2.1 and $1.7 million at March 31, 2017 and December 31, 2016, respectively | 23,479 | 23,795 |
Inventories | 4,120 | 2,464 |
Prepaid expenses and other receivables | 5,449 | 3,516 |
Other current assets | 167 | 107 |
Assets held for sale | 1,688 | 1,182 |
Total current assets | 36,435 | 33,478 |
Property, plant and equipment, net of accumulated depreciation of $160.4 and $148.9 million at March 31, 2017 and December 31, 2016, respectively | 279,070 | 294,179 |
Equity investments | 67 | 73 |
Intangibles, net | 13,788 | 14,310 |
Other assets | 440 | 564 |
Total assets | 329,800 | 342,604 |
Liabilities and Shareholders' Deficit | ||
Accounts payable | 6,286 | 4,047 |
Accrued liabilities | 22,861 | 18,787 |
Current portion of long-term debt | 483,175 | 465,835 |
Derivative warrant liability | 5,916 | 4,298 |
Total current liabilities | 518,238 | 492,967 |
Deferred income taxes | 495 | 495 |
Long-term debt | 3,618 | 5,956 |
Long-term contingent consideration | 8,500 | 8,500 |
Other long-term liabilities | 3,670 | 3,752 |
Total liabilities | 534,521 | 511,670 |
Commitments and contingencies | ||
Shareholders' deficit: | ||
Common stock | 152 | 152 |
Additional paid-in capital | 1,408,176 | 1,407,867 |
Treasury stock | (19,809) | (19,807) |
Accumulated deficit | (1,593,240) | (1,557,278) |
Total shareholders' deficit | (204,721) | (169,066) |
Total liabilities and shareholders' deficit | $ 329,800 | $ 342,604 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2.1 | $ 1.7 |
Property, plant and equipment, accumulated depreciation | $ 160.4 | $ 148.9 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Non-rental revenue | $ 35,418 | $ 44,026 |
Rental revenue | 3,805 | 2,949 |
Total revenue | 39,223 | 46,975 |
Costs and expenses: | ||
Direct operating expenses | 34,289 | 38,617 |
General and administrative expenses | 12,359 | 7,452 |
Depreciation and amortization | 12,871 | 15,845 |
Total costs and expenses | 59,519 | 61,914 |
Operating loss | (20,296) | (14,939) |
Interest expense, net | (14,208) | (12,045) |
Other (expense) income, net | (1,458) | 158 |
Loss on extinguishment of debt | 0 | (390) |
Loss from continuing operations before income taxes | (35,962) | (27,216) |
Income tax expense | 0 | (55) |
Loss from continuing operations | (35,962) | (27,271) |
Income from discontinued operations, net of income taxes | 0 | 55 |
Net loss attributable to common shareholders | $ (35,962) | $ (27,216) |
Net loss per common share attributable to common shareholders: | ||
Basic and diluted loss from continuing operations (usd per share) | $ (0.24) | $ (0.98) |
Basic and diluted Income from discontinued operations (usd per share) | 0 | 0 |
Net loss per basic and diluted common share (usd per share) | $ (0.24) | $ (0.98) |
Weighted average shares outstanding used in computing net loss per basic and diluted common share (in shares) | 150,934 | 27,907 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (35,962) | $ (27,216) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Gain on the sale of TFI | 0 | (55) |
Depreciation and amortization of intangible assets | 12,871 | 15,845 |
Amortization of debt issuance costs, net | 1,756 | 1,157 |
Accrued interest added to debt principal | 6,340 | 0 |
Stock-based compensation | 309 | 368 |
Loss (gain) on disposal of property, plant and equipment | 49 | (1,057) |
Bad debt expense | 778 | 217 |
Change in fair value of derivative warrant liability | 1,618 | 0 |
Loss on extinguishment of debt | 0 | 390 |
Deferred income taxes | 0 | 25 |
Other, net | 56 | (88) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (462) | 11,114 |
Prepaid expenses and other receivables | (433) | (634) |
Accounts payable and accrued liabilities | 5,872 | 4,924 |
Other assets and liabilities, net | (78) | (2,425) |
Net cash (used in) provided by operating activities | (7,286) | 2,565 |
Cash flows from investing activities: | ||
Proceeds from the sale of property, plant and equipment | 371 | 1,449 |
Purchases of property, plant and equipment | (1,029) | (1,421) |
Change in restricted cash | 79 | (200) |
Net cash used in investing activities | (579) | (172) |
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 48,536 | 12,409 |
Payments on revolving credit facility | (40,006) | (51,968) |
Payments for debt issuance costs | 0 | (426) |
Payments on vehicle financing and other financing activities | (1,468) | (1,687) |
Net cash provided by (used in) financing activities | 7,062 | (41,672) |
Net decrease in cash and cash equivalents | (803) | (39,279) |
Cash and cash equivalents - beginning of period | 994 | 39,309 |
Cash and cash equivalents - end of period | 191 | 30 |
Less: cash and cash equivalents of discontinued operations - end of period | 0 | 0 |
Cash and cash equivalents of continuing operations - end of period | 191 | 30 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 733 | 928 |
Cash paid for taxes, net | $ 59 | $ 2 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Our condensed consolidated balance sheet as of December 31, 2016 , included herein, has been derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (or "GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on April 14, 2017. All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted. Unless stated otherwise, any reference to statement of operations items in these accompanying condensed consolidated financial statements refers to results from continuing operations. Risks and Uncertainties On May 1, 2017, the Company and its subsidiaries (collectively with the Company, the “Nuverra Parties”) filed voluntary petitions under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue prepackaged plans of reorganization (together, the “Plan”). The Nuverra Parties’ chapter 11 cases are being jointly administered under the caption In re Nuverra Environmental Solutions, Inc., et al. (Case Nos. 17-10949 through 17-10962). No trustee has been appointed, and the Nuverra Parties will continue to operate the businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. We expect to continue our operations without interruption during the pendency of the chapter 11 cases, but there can be no assurances. The subsidiary Debtors in the chapter 11 Cases are Heckmann Water Resources Corporation, Heckmann Water Resources (CVR) Inc., 1960 Well Services, LLC, HEK Water Solutions, LLC, Appalachian Water Services, LLC, Badlands Power Fuels, LLC (a Delaware limited liability company), Badlands Power Fuels LLC (a North Dakota limited liability company), Landtech Enterprises, L.L.C., Badlands Leasing, LLC, Ideal Oilfield Disposal, LLC, Nuverra Total Solutions, LLC, NES Water Solutions, LLC and Heckmann Woods Cross, LLC. On May 2, 2017 to assure ordinary course operations, the Bankruptcy Court entered an interim order (the "DIP Order") approving on an interim basis a variety of “first day” motions seeking various relief and authorizing the Nuverra Parties to maintain their operations in the ordinary course. The DIP Order, among other things, authorized the Nuverra Parties to (i) enter into, execute, and deliver the DIP Revolving Facility (as defined below) and the DIP Term Loan Agreement (as defined below), and (ii) borrow, on an interim basis, $2.5 million under the DIP Term Loan Agreement, $10.0 million under the DIP Revolving Facility in the aggregate, and $7.5 million under the DIP Term Loan Agreement in the aggregate (including the $2.5 million initial advance made on May 3, 2017) during the interim period before the Bankruptcy Court considers entry of the DIP Order on a final basis. The Bankruptcy Court set a hearing for May 31, 2017 to consider approval of the DIP Order on a final basis. In connection with the filing of the chapter 11 cases, on May 3, 2017, following the authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Revolving Facility Lenders”), Wells Fargo Bank, National Association, as administrative agent, and other agents party thereto, closed a Debtor-in-Possession Credit Agreement (the “DIP Revolving Facility”), dated as of April 30, 2017, pursuant to which the DIP Revolving Facility Lenders agreed to provide the Company a secured revolving credit facility up to a maximum amount of $ 31.5 million to, among other things, refinance obligations under the Company's prepetition asset-based lending facility (the "ABL Facility") and finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings. The DIP Revolving Facility is subject to the Bankruptcy Court's approval of the DIP Order on a final basis. In addition to the DIP Revolving Facility and in connection with the filing of the chapter 11 cases, on May 3, 2017, following the authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Term Loan Agreement Lenders”), and Wilmington Savings Fund Society, FSB, as administrative agent, closed a Debtor-in-Possession Term Loan Credit Agreement (the “DIP Term Loan Agreement”), dated as of April 30, 2017, pursuant to which the DIP Term Loan Lenders agreed to provide the Company with an initial term loan in the amount of $2.5 million and subsequent term loans not to exceed $12.5 million in the aggregate to, among other things, finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings. The DIP Term Loan Lenders made the initial term loan on May 3, 2017, which the Company is using for general corporate purposes. The DIP Term Loan Agreement is subject to the Bankruptcy Court's approval of the DIP Order on a final basis. See below and Note 17 on “Subsequent Events” for a further discussion on the Plan, the DIP Revolving Facility, and the DIP Term Loan Agreement. Going Concern Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, we had an accumulated deficit at March 31, 2017 and December 31, 2016 , and a net loss for the three months ended March 31, 2017 and 2016 . These factors, coupled with our large outstanding debt balance, raise substantial doubt about our ability to continue as a going concern. In order to address our liquidity issues and provide for a restructuring of our indebtedness to improve our long-term capital structure, we entered into a Restructuring Support Agreement with holders (the "Supporting Noteholders") of 100% of the existing Term Loan Debt and approximately 86% of our 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the "2021 Notes") on April 9, 2017, which was further amended on April 20, 2017 and April 28, 2017 (the "Restructuring Support Agreement"). Under the Restructuring Support Agreement, the Supporting Noteholders have agreed, subject to certain terms and conditions, to support a financial restructuring of Nuverra (the “Restructuring”) pursuant to the Plan in a case commenced under chapter 11 of the United States Bankruptcy Code. Among other terms and conditions, the Restructuring Support Agreement provided for interim financing to us prior to the filing of the Plan, debtor in possession financing of $44.0 million , a $150.0 million rights offering following confirmation of the Plan and, if necessary, exit financing to fund required disbursements under the Plan. We anticipate that the Restructuring will provide us with sufficient liquidity to continue our operations; however, there can be no assurances to that effect. We commenced the chapter 11 cases on May 1, 2017 to restructure our debt, address our liquidity, and improve our long term capital structure. However, there can be no assurances that the Restructuring will occur or be successful. In addition, we continue to focus on our cost management initiatives while operating our business. If the Restructuring is unsuccessful, our cash position will not be sufficient to support our daily operations. While we anticipate successful consummation of the Restructuring will generate sufficient revenue and reduce costs to sustain operations through the downturn, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to consummate the Restructuring and to generate sufficient liquidity from the Restructuring to meet our obligations and operating needs. We currently do not have enough liquidity, including cash on hand, to service the debt, pay-down debt to avoid covenant violations and fund day-to-day operations. See Note 17 on "Subsequent Events" for further discussion. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Recently Adopted Accounting Pronouncements We adopted the guidance in ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") as of January 1, 2017 when it became effective. Under the new standard, income tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period and are classified along with other income tax cash flows as an operating activity. Upon adopting ASU 2016-09, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. We have selected to make an entity wide accounting policy election to continue to estimate the number of awards that are expected to vest. We have adopted the other provisions of the new guidance on a prospective basis, except when the modified retrospective transition method was specifically required. The adoption of this guidance has not had a significant impact on our condensed consolidated financial statements. There have been no other material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications which may be applied retrospectively or modified retrospectively. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The guidance in ASU 2015-14 delays the effective date for the new revenue recognition guidance outlined in ASU 2014-09 to reporting periods beginning after December 15, 2017, which for us is the reporting period starting January 1, 2018. We currently anticipate adopting the standard using the modified retrospective method. While we are still in the process of completing our analysis on the impact this guidance will have on our consolidated financial statements and related disclosures, we do not expect the impact to be material. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases on the balance sheet. This guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, using a modified retrospective approach. Early adoption of ASU 2016-09 is permitted. While we are currently assessing the impact ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification and guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and contingent consideration payments made after a business combination. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2018, and are currently evaluating the effect on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on our consolidated financial statements, other than the classification of restricted cash within the beginning-of-period and end-of-period totals on the consolidated statement of cash flows, as opposed to being excluded from these totals. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Basic and diluted loss per common share from continuing operations, basic and diluted loss per common share from discontinued operations and net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2017 and 2016 , no shares of common stock underlying stock options, restricted stock, or warrants were included in the computation of diluted earnings per common share ("EPS") from continuing operations because the inclusion of such shares would be anti-dilutive based on the net losses from continuing operations reported for those periods. As of March 31, 2017 , there were approximately 25.9 million potentially dilutive shares of common stock underlying stock options, restricted stock, and warrants that were excluded from the computation of diluted EPS. Accordingly, for the three month periods ended March 31, 2017 and 2016 , no shares of common stock underlying stock options, restricted stock, or warrants were included in the computations of diluted EPS from income from discontinued operations or diluted EPS from net loss per common share, because such shares were excluded from the computation of diluted EPS from continuing operations for those periods. The following table presents the calculation of basic and diluted net loss per common share: Three Months Ended March 31, 2017 2016 Numerator: Loss from continuing operations $ (35,962 ) $ (27,271 ) Gain from discontinued operations — 55 Net loss attributable to common shareholders $ (35,962 ) $ (27,216 ) Denominator: Weighted average shares—basic 150,934 27,907 Common stock equivalents — — Weighted average shares—diluted 150,934 27,907 Net loss per common share attributable to common shareholders: Basic and diluted loss from continuing operations $ (0.24 ) $ (0.98 ) Basic and diluted gain from discontinued operations — — Net loss per basic and diluted common share $ (0.24 ) $ (0.98 ) Anti-dilutive stock-based awards excluded 361 706 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Customer relationships $ 11,731 $ (8,453 ) $ 3,278 5.5 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 1,269 (652 ) 617 4.0 1,269 (612 ) 657 4.1 Customer contracts 17,352 (7,459 ) 9,893 9.5 17,352 (7,201 ) 10,151 9.8 $ 30,352 $ (16,564 ) $ 13,788 8.3 $ 30,352 $ (16,042 ) $ 14,310 8.5 The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Measurements Fair value represents an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy of the valuation techniques we utilized to determine such fair value included significant unobservable inputs (Level 3) and were as follows: Fair Value As of March 31, 2017 Liabilities: Derivative warrant liability 5,916 Contingent consideration 8,500 As of December 31, 2016 Liabilities: Derivative warrant liability 4,298 Contingent consideration 8,500 Derivative Warrant Liability Our derivative warrant liability is adjusted to reflect the estimated fair value at each quarter end, with any decrease or increase in the estimated fair value recorded in "Other income, net" in the condensed consolidated statements of operations. We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Monte Carlo simulation model. The key inputs in determining our derivative warrant liability included our stock price, the volatility of our stock price, and the risk free interest rate. Future changes in these factors could have a significant impact on the computed fair value of the derivative warrant liability. As such, we expect future changes in the fair value of the warrants could vary significantly from quarter to quarter. The following table provides a reconciliation of the beginning and ending balances of the "Derivative warrant liability" presented in the condensed consolidated balance sheet as of March 31, 2017 and December 31, 2016 . Three Months Ended Year Ended March 31, 2017 December 31, 2016 Balance at beginning of period $ 4,298 $ — Issuance of warrants — 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 1,618 (3,311 ) Balance at end of period $ 5,916 $ 4,298 Contingent Consideration We are liable for certain contingent consideration payments in connection with the performance of various acquisitions. The fair values of the contingent consideration obligations were determined using a probability-weighted income approach at the acquisition date and are revalued at each reporting date or more frequently if circumstances dictate based on changes in the discount periods and rates, changes in the timing and amount of the revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the performance measurements upon which the obligations are based. As we have previously determined that it would be unlikely that the required permits and certificates necessary for the issuance of a second special waste disposal permit to Ideal Oilfield Disposal, LLC would be issued within one year, we have presented the $8.5 million contingent consideration liability related to the Ideal Oilfield Disposal, LLC acquisition as "Long-term contingent consideration" in the condensed consolidated balance sheet as of March 31, 2017 . Changes to the fair value of contingent consideration are recorded as "Other income, net" in the condensed consolidated statements of operations. The fair value measurement is based on significant inputs not observable in the market, which are referred to as Level 3 inputs. Changes to contingent consideration obligations during the three months ended March 31, 2017 and the year ended December 31, 2016 were as follows: Three Months Ended Year Ended March 31, 2017 December 31, 2016 Balance at beginning of period $ 8,500 $ 8,628 Cash payments — — Changes in fair value of contingent consideration, net — (128 ) Balance at end of period $ 8,500 $ 8,500 Less: current portion — — Long-term contingent consideration $ 8,500 $ 8,500 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Accrued payroll and employee benefits $ 1,582 $ 2,432 Accrued insurance 2,721 3,887 Accrued legal and environmental costs 1,781 3,570 Accrued taxes 1,249 1,458 Accrued interest 9,989 4,699 Accrued operating costs 4,003 1,255 Accrued other 1,536 1,486 Total accrued liabilities $ 22,861 $ 18,787 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Interest Rate Maturity Date Unamortized Debt Issuance Costs Fair Value of Debt (g) Carrying Value of Debt Carrying Value of Debt ABL Facility (a) 6.35% Mar. 2017 $ — $ 31,209 $ 31,209 $ 22,679 2018 Notes (b) 9.875% Apr. 2018 428 3,841 40,436 40,436 2021 Notes (c) 10.00% Apr. 2021 5,104 80,908 355,640 351,294 Term Loan (d) 13.00% Apr. 2018 2,464 62,705 62,705 60,711 Vehicle financings (e) 7.06% Various — 6,502 6,502 7,699 Note payable (f) 4.25% Apr. 2019 — 4,351 4,351 4,778 Total debt $ 7,996 $ 189,516 500,843 487,597 Original issue discount and premium for 2018 Notes (22 ) (27 ) Original issue discount and premium for 2021 Notes (265 ) (282 ) Debt issuance costs presented with debt (7,996 ) (8,998 ) Debt discount for issuance of warrants (h) (5,767 ) (6,499 ) Total debt, net 486,793 471,791 Less: current portion of long-term debt (i) (483,175 ) (465,835 ) Long-term debt $ 3,618 $ 5,956 _____________________ (a) The interest rate presented represents the interest rate on the $40.0 million asset-based revolving credit facility (the "ABL Facility") at March 31, 2017 . (b) The interest rate presented represents the coupon rate on our 2018 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0% . Interest payments are due semi-annually on April 15 and October 15 of each year. (c) The interest rate presented represents the current coupon rate on our 2021 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2021 Notes is approximately 12.4% . Interest is paid in kind semi-annually by increasing the principal amount payable and due at maturity and/or in cash as follows: interest payable on October 15, 2016 will be paid in kind at an annual rate of 12.5% ; interest payable after October 15, 2016 but on or before April 15, 2018 will be paid at a rate of 10% with 50% in kind and 50% in cash; interest payable after April 15, 2018 will be paid in cash at a rate of 10% until maturity. (d) The Term Loan accrues interest at a rate of 13% compounded monthly and which is paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest is due April 15, 2018. (e) Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 7.06% , which mature in varying installments between 2017 and 2020 . Capital lease obligations were $6.5 million and $7.7 million at March 31, 2017 and December 31, 2016 , respectively. (f) The note payable balance as of March 31, 2017 represents the remaining amount due from acquiring the remaining interest of our former partner in Appalachian Water Services, LLC ("AWS") in 2015. Principal and interest payments are due in equal quarterly installments through April 2019. The terms of the note payable provide that upon becoming insolvent, declaring bankruptcy, or failing to meet the payment terms thereunder, all remaining outstanding balances become immediately due and payable. As a result of our chapter 11 filing on May 1, 2017, as discussed in further detail in Note 17 , we have presented the entire note payable balance in current portion of long-term debt in the consolidated balance sheet as of March 31, 2017 . (g) The estimated fair value of our 2018 Notes and our 2021 Notes is based on reported trading prices as of March 31, 2017 . Our ABL Facility, Term Loan, note payable and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (h) The debt discount for issuance of warrants represents the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which is amortized through interest expense over the terms of the new 2021 Notes and the Term Loan. As described further in Note 8 , these warrants are accounted for as derivative liabilities. (i) As the scheduled maturity date of the ABL Facility was March 31, 2017, the carrying value of the ABL Facility is presented in current portion of long-term debt in the consolidated balance sheet as of March 31, 2017 and December 31, 2016. Further, due to the default of the ABL Facility as of March 31, 2017, and the resulting cross-default of the 2018 Notes, 2021 Notes and Term Loan, these items are also included in current portion of long-term debt as of March 31, 2017 and December 31, 2016. Finally, the principal payments due within one year for the vehicle financings and note payable are also included in current portion of long-term debt as of March 31, 2017 and December 31, 2016. For a discussion of material changes and developments in our debt and its principal terms, see our discussion below in addition to the discussion in Note 17 on "Subsequent Events." Indebtedness We are highly leveraged and a substantial portion of our liquidity needs result from debt service requirements and from funding our costs of operations and capital expenditures. As of March 31, 2017 , we had $500.8 million of indebtedness outstanding, consisting of $40.4 million of 9.875% Senior Notes due 2018 (the "2018 Notes"), $355.6 million of 2021 Notes, $62.7 million under a term loan (the "Term Loan"), $31.2 million under the ABL Facility, and $10.9 million of capital leases for vehicle financings and a note payable for the purchase of the remaining interest in AWS. Default Under Debt Instruments The maturity date of our ABL Facility occurred on March 31, 2017, and, as a result, all commitments under the ABL Facility have been terminated, the lenders under the ABL Facility have no obligation to provide additional loans or otherwise extend credit under the ABL Facility, and all obligations under the ABL Facility are due and payable. As we have not repaid all outstanding obligations under the ABL Facility, we are in default under the ABL Facility and the lenders under the ABL Facility are entitled to exercise their rights and remedies. In addition, the default under the ABL Facility constituted an event of cross default under the Term Loan and the indentures governing our 2018 Notes and 2021 Notes. We do not have sufficient liquidity to repay the obligations under the ABL Facility, Term Loan, or indentures governing our 2018 Notes and 2021 Notes. In addition, the filing of the Plan constituted an event of default that accelerated the Company’s obligations under the ABL Facility, Term Loan, indenture governing the 2018 Notes, indenture governing the 2021 Notes, and note issued in connection with the acquisition of the remaining 49% interest in AWS. In order to address our liquidity issues and provide for a restructuring of our indebtedness to improve our long-term capital structure, we have entered into the Restructuring Support Agreement and commenced the chapter 11 cases. See Note 17 on "Subsequent Events" for further details on the Restructuring. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Plan automatically stayed most actions against the Nuverra Parties, including actions to collect indebtedness incurred prior to the filing of the Plan or to exercise control over the Nuverra Parties’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the chapter 11 cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Nuverra Parties or their property to recover on, collect or secure a claim arising prior to the filing of the Plan or to exercise control over property of the Nuverra Parties’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. As a result, the filing of the Plan with the Bankruptcy Court automatically stayed any potential action arising from the default under the ABL Facility, Term Loan, and the indentures governing our 2018 Notes and 2021 Notes, and we expect such indebtedness will be discharged through the chapter 11 proceeding. |
Derivative Warrants
Derivative Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Derivative Warrants | Derivative Warrants During the year ended December 31, 2016, we issued 26.4 million warrants, with 17.5 million warrants for the exchange of 2018 Notes for new 2021 Notes, 0.1 million warrants for the exchange of 2018 Notes for common stock, and 8.8 million warrants to the Term Loan lenders. All warrants were issued with an exercise price of $0.01 and have a term of ten years. The following table shows the warrant activity for the three months ended March 31, 2017 and the year ended December 31, 2016 : Three Months Ended Year Ended March 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (2 ) (1,117 ) Outstanding at the end of the period 25,281 25,283 We accounted for warrants in accordance with the accounting guidance for derivatives, which sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity's own stock which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity's own stock and (ii) classified in the shareholders' equity section of the entity's balance sheet. We determined that the warrants were ineligible for equity classification due to the anti-dilution provisions set forth therein. As such, the warrants have been recorded as derivative liabilities at fair value on the "Derivative warrant liability" line in the condensed consolidated balance sheet as of March 31, 2017 . The warrants are classified as a current liability in the condensed consolidated balance sheet as they can be exercised by the holders at any time. As discussed previously in Note 5 , the fair value of the derivative warrant liability was estimated using a Monte Carlo simulation model on the date of issue and is re-measured at each quarter end until expiration or exercise of the underlying warrants with the resulting fair value adjustment recorded in "Other income, net" in the condensed consolidated statement of operations. The fair value of the derivative warrant liability was estimated using the following model inputs: Period Ended Period Ended March 31, 2017 December 31, 2016 Exercise price $ 0.01 $ 0.01 Closing stock price $ 0.24 $ 0.18 Risk free rate 2.40 % 2.40 % Expected volatility 84.2 % 79.5 % |
Restructuring and Exit Costs
Restructuring and Exit Costs | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Exit Costs | Restructuring and Exit Costs In March 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the Mississippian shale area and the Tuscaloosa Marine Shale logistics business. Additionally, we closed certain yards within the Northeast and Southern divisions and transferred many of the related assets to our other operating locations, primarily in the Eagle Ford shale basin. The total costs of the restructuring recognized in 2015 were approximately $7.1 million , and included severance and termination benefits, lease exit costs, other exits costs related to the movement of vehicles and rental fleet, and an asset impairment charge. There were no restructuring costs incurred during the three months ended March 31, 2017 or March 31, 2016 . The remaining liability for the restructuring and exit costs incurred represents lease exit costs under non-cancellable operating leases and totaled approximately $0.1 million as of March 31, 2017 , which is included in "Accrued liabilities" in the condensed consolidated balance sheets. A rollforward of the liability from December 31, 2016 through March 31, 2017 is as follows: Lease Exit Costs Balance accrued at December 31, 2016 $ 130 Cash payments (13 ) Balance accrued at March 31, 2017 $ 117 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table shows the components of the income tax expense for the periods indicated: Three Months Ended March 31, 2017 2016 Current income tax expense $ — $ (30 ) Deferred income tax expense — (25 ) Total income tax expense $ — $ (55 ) The effective income tax rate for the three months ended March 31, 2017 was 0.0% , which differs from the federal statutory benefit rate of 35.0% . The difference is primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. The effective income tax rate for the three months ended March 31, 2016 was 0.2% , which differs from the federal statutory rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. We have significant deferred tax assets, consisting primarily of NOLs, which have a limited life, generally expiring between the years 2029 and 2037, and capital losses, which have a five year carryforward expiring in 2020. We regularly assess the positive and negative evidence available to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred this year and in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income. In light of our continued ordinary losses, at March 31, 2017 we determined that our deferred tax liabilities were not sufficient to fully realize our deferred tax assets. Accordingly, a valuation allowance continues to be required against the portion of our deferred tax assets that is not offset by deferred tax liabilities. We expect our effective income tax rate to be near zero for 2017. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation We may grant stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other stock-based awards and cash-based awards to our employees, directors, consultants and advisors pursuant to the Nuverra Environmental Solutions, Inc. 2009 Equity Incentive Plan (as amended, the “2009 Plan”). The total grants awarded during the three months ended March 31, 2017 and March 31, 2016 are presented in the table below: Three Months Ended March 31, 2017 2016 Stock option grants — — Restricted stock grants — — Restricted stock unit grants — 1 Total grants under the 2009 Plan — 1 The total stock-based compensation expense, net of estimated forfeitures, included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2017 and March 31, 2016 was as follows: Three Months Ended March 31, 2017 2016 Stock options $ 65 $ 84 Restricted stock 66 85 Restricted stock units 178 199 Total stock-based compensation expense $ 309 $ 368 |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters Environmental Liabilities We are subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. Our continuing operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. We have installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law. We believe we are in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which we operate. We believe that there are no unrecorded liabilities as of the periods reported herein in connection with our compliance with applicable environmental laws and regulations. The condensed consolidated balance sheets at March 31, 2017 and December 31, 2016 included accruals totaling $0.3 million and $2.8 million , respectively, for various environmental matters. Litigation There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against us, which arise in the ordinary course of business, including actions with respect to securities and shareholder class actions, personal injury, vehicular and industrial accidents, commercial contracts, legal and regulatory compliance, securities disclosure, labor and employment, and employee benefits and environmental matters, the more significant of which are summarized below. We record a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter. We believe that we have valid defenses with respect to legal matters pending against us. Based on our experience, we also believe that the damage amounts claimed in the lawsuits disclosed below are not necessarily a meaningful indicator of our potential liability. Litigation is inherently unpredictable, and it is possible that our results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against us. We do not expect that the outcome of other current claims and legal actions not discussed below will have a material adverse effect on our consolidated financial position, results of operations or cash flows. AWS Arbitration Demand On April 28, 2015, our former partner in AWS issued to us a Demand for Arbitration pursuant to the terms of the AWS operating agreement, relating to alleged breaches by us of certain of our obligations under the operating agreement. We entered into a settlement of this matter with our former partner in June 2015 whereby we purchased the remaining interest in AWS for $4.0 million in cash and a $7.4 million note payable with principal and interest due in equal quarterly installments through April 2019. Pursuant to the terms of the note, if we failed to meet the payment terms of the obligation, or if we became insolvent or declared bankruptcy, all remaining outstanding balances on the note payable would become immediately due and payable. As we failed to meet the payment terms of the obligation and filed the chapter 11 cases, all outstanding balances on the note payable became immediately due and payable. Pursuant to Section 362 of the Bankruptcy Code, the filing of the Plan automatically stayed most actions against the Nuverra Parties, including actions to collect indebtedness incurred prior to the filing of the Plan or to exercise control over the Nuverra Parties’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the chapter 11 cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Nuverra Parties or their property to recover on, collect or secure a claim arising prior to the filing of the Plan or to exercise control over property of the Nuverra Parties’ bankruptcy estates, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. As a result, the filing of the Plan with the Bankruptcy Court automatically stayed any potential action to collect the outstanding balance on the note payable. |
Related Party and Affiliated Co
Related Party and Affiliated Company Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party and Affiliated Company Transactions | Related Party and Affiliated Company Transactions There have been no significant changes to the other related party transactions with Mr. Johnsrud for apartment rentals, purchases of fresh water for resale and use of land where certain of our saltwater disposal wells are situated as described in Note 19 to the consolidated financial statements in our 2016 Annual Report on Form 10-K. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments We evaluate business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. Our shale solutions business is comprised of three operating divisions, which we consider to be operating and reportable segments of our continuing operations: (1) the Northeast division comprising the Marcellus and Utica Shale areas, (2) the Southern division comprising the Haynesville, Eagle Ford, and Permian Basin Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and certain other corporate assets. Financial information for our reportable segments related to continuing operations is presented below. Rocky Mountain Northeast Southern Corporate/ Other Total Three months ended March 31, 2017 Revenue $ 24,285 $ 7,757 $ 7,181 $ — $ 39,223 Direct operating expenses 21,232 7,957 5,100 — 34,289 General and administrative expenses 1,947 769 1,031 8,612 12,359 Depreciation and amortization 6,785 2,513 3,519 54 12,871 Operating loss (5,679 ) (3,482 ) (2,469 ) (8,666 ) (20,296 ) Loss from continuing operations before income taxes (5,701 ) (3,602 ) (2,527 ) (24,132 ) (35,962 ) As of March 31, 2017 Total assets (a) 180,234 44,103 100,019 5,444 329,800 Three months ended March 31, 2016 Revenue 24,905 12,777 9,293 — 46,975 Direct operating expenses 19,558 11,568 7,491 — 38,617 General and administrative expenses 1,852 1,190 920 3,490 7,452 Depreciation and amortization 8,079 3,883 3,814 69 15,845 Operating loss (4,584 ) (3,864 ) (2,932 ) (3,559 ) (14,939 ) Loss from continuing operations before income taxes (4,652 ) (3,931 ) (2,926 ) (15,707 ) (27,216 ) As of December 31, 2016 Total assets (a) 184,116 46,094 107,350 5,044 342,604 (a) Total assets exclude intercompany receivables eliminated in consolidation. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Our former industrial solutions operating and reportable segment, Thermo Fluids Inc. ("TFI"), was classified as discontinued operations since the sale process with various prospective acquirers began in fourth quarter of 2013. On April 11, 2015, we completed the TFI disposition with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-Kleen acquired TFI for $85.0 million in an all-cash transaction, with $4.3 million of the purchase price deposited into an escrow account to satisfy working capital adjustments and our indemnification obligations under the purchase agreement. The post-closing working capital reconciliation was completed during the year ended December 31, 2016, and as a result we recorded an additional loss on the sale of TFI of $1.3 million , bringing the total loss on sale to $1.5 million . The $4.3 million was released from escrow during 2016, of which $3.0 million was returned to us and $1.3 million was paid to Safety-Kleen for the post-closing working capital adjustment and certain indemnification claims. The following table provides selected financial information of discontinued operations related to TFI: Three Months Ended March 31, 2017 2016 Income from discontinued operations before income taxes $ — $ — Income tax expense — — Income from discontinued operations - before sale $ — $ — Gain on sale of TFI — 55 Income from discontinued operations $ — $ 55 |
Subsidiary Guarantors
Subsidiary Guarantors | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Subsidiary Guarantors | Subsidiary Guarantors Our obligations under the 2018 Notes and 2021 Notes are jointly and severally, fully and unconditionally guaranteed by certain of our subsidiaries. Pursuant to the terms of the Indenture, the guarantees are full and unconditional, but are subject to release under the following circumstances: • in connection with any sale, disposition or transfer of all or substantially all of the assets to a person that is not the Company or a subsidiary guarantor; • in connection with any sale, disposition or transfer of all of the capital stock of that subsidiary guarantor to a person that is not the Company or a subsidiary guarantor; • if we designate any restricted subsidiary that is a subsidiary guarantor to be an unrestricted subsidiary; or • upon legal defeasance or the discharge of our obligations under the Indenture. Although the guarantees are subject to release under the above described circumstances, we have concluded they are still deemed full and unconditional for purposes of Rule 3-10 of Regulation S-X because these circumstances are customary, and accordingly, we concluded that we may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met. The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly-owned subsidiaries (the “Guarantor Subsidiaries”) as of March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 . During the three months ended December 31, 2015, Nuverra Rocky Mountain Pipeline, LLC (or "RMP") was released from all obligations including as guarantor for our debt obligations. However, because RMP's individual results are not material as there are no active contracts for new pipelines, we have not separately presented RMP as a Non-Guarantor, but rather continued to include RMP in the Guarantor Subsidiaries column. These condensed consolidating financial statements have been prepared from our financial information on the same basis of accounting as our condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 194 $ (3 ) $ — $ 191 Restricted cash — 1,341 — 1,341 Accounts receivable, net — 23,479 — 23,479 Other current assets 2,331 7,405 — 9,736 Assets held for sale — 1,688 — 1,688 Total current assets 2,525 33,910 — 36,435 Property, plant and equipment, net 2,309 276,761 — 279,070 Equity investments (63,418 ) 67 63,418 67 Intangible assets, net — 13,788 — 13,788 Other 366,991 95,795 (462,346 ) 440 Total assets $ 308,407 $ 420,321 $ (398,928 ) $ 329,800 LIABILITIES AND SHAREHOLDERS' DEFICIT Accounts payable $ 875 $ 5,411 $ — $ 6,286 Accrued liabilities 12,289 10,572 — 22,861 Current portion of long-term debt 475,940 7,235 — 483,175 Derivative warrant liability 5,916 — — 5,916 Total current liabilities 495,020 23,218 — 518,238 Deferred income taxes (69,999 ) 70,494 — 495 Long-term debt — 3,618 — 3,618 Long-term contingent consideration — 8,500 — 8,500 Other long-term liabilities 88,107 377,909 (462,346 ) 3,670 Total shareholders' deficit (204,721 ) (63,418 ) 63,418 (204,721 ) Total liabilities and shareholders' deficit $ 308,407 $ 420,321 $ (398,928 ) $ 329,800 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 Parent Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 913 $ 81 $ — $ 994 Restricted cash 475 945 — 1,420 Accounts receivable, net — 23,795 — 23,795 Other current assets 1,022 5,065 — 6,087 Assets held for sale — 1,182 — 1,182 Total current assets 2,410 31,068 — 33,478 Property, plant and equipment, net 2,363 291,816 — 294,179 Equity investments (51,590 ) 73 51,590 73 Intangible assets, net — 14,310 — 14,310 Other 363,291 94,388 (457,115 ) 564 Total assets $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 LIABILITIES AND SHAREHOLDERS' DEFICIT Accounts payable $ 412 $ 3,635 $ — $ 4,047 Accrued liabilities 6,961 11,826 — 18,787 Current portion of long-term debt 459,313 6,522 — 465,835 Derivative warrant liability 4,298 — — 4,298 Total current liabilities 470,984 21,983 — 492,967 Deferred income taxes (71,645 ) 72,140 — 495 Long-term debt — 5,956 — 5,956 Long-term portion of contingent consideration — 8,500 — 8,500 Other long-term liabilities 86,201 374,666 (457,115 ) 3,752 Total shareholders' deficit (169,066 ) (51,590 ) 51,590 (169,066 ) Total liabilities and shareholders' deficit $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 39,223 $ — $ 39,223 Costs and expenses: Direct operating expenses — 34,289 — 34,289 General and administrative expenses 8,612 3,747 — 12,359 Depreciation and amortization 54 12,817 — 12,871 Total costs and expenses 8,666 50,853 — 59,519 Operating loss (8,666 ) (11,630 ) — (20,296 ) Interest expense, net (13,948 ) (260 ) — (14,208 ) Other income, net (1,518 ) 66 — (1,452 ) (Loss) income from equity investments (11,830 ) (6 ) 11,830 (6 ) Loss from continuing operations before income taxes (35,962 ) (11,830 ) 11,830 (35,962 ) Income tax expense — — — — Loss from continuing operations (35,962 ) (11,830 ) 11,830 (35,962 ) Loss from discontinued operations, net of income taxes — — — — Net loss attributable to common shareholders $ (35,962 ) $ (11,830 ) $ 11,830 $ (35,962 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2016 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 46,975 $ — $ 46,975 Costs and expenses: Direct operating expenses — 38,617 — 38,617 General and administrative expenses 3,490 3,962 — 7,452 Depreciation and amortization 69 15,776 — 15,845 Total costs and expenses 3,559 58,355 — 61,914 Operating loss (3,559 ) (11,380 ) — (14,939 ) Interest expense, net (11,758 ) (287 ) — (12,045 ) Other income, net — 163 — 163 (Loss) income from equity investments (11,532 ) (5 ) 11,532 (5 ) Loss on extinguishment of debt (390 ) — — (390 ) Loss from continuing operations before income taxes (27,239 ) (11,509 ) 11,532 (27,216 ) Income tax expense (32 ) (23 ) — (55 ) Loss from continuing operations (27,271 ) (11,532 ) 11,532 (27,271 ) Gain from discontinued operations, net of income taxes 55 — — 55 Net loss attributable to common shareholders $ (27,216 ) $ (11,532 ) $ 11,532 $ (27,216 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in (provided by) operating activities $ (9,717 ) $ 2,431 $ (7,286 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 371 371 Purchase of property, plant and equipment — (1,029 ) (1,029 ) Change in restricted cash 475 (396 ) 79 Net cash provided by (used in) investing activities 475 (1,054 ) (579 ) Cash flows from financing activities: Proceeds from revolving credit facility 48,536 — 48,536 Payments on revolving credit facility (40,006 ) — (40,006 ) Payments on vehicle financing and other financing activities (7 ) (1,461 ) (1,468 ) Net cash provided by (used in) financing activities 8,523 (1,461 ) 7,062 Net decrease in cash (719 ) (84 ) (803 ) Cash and cash equivalents - beginning of period 913 81 994 Cash and cash equivalents - end of period $ 194 $ (3 ) $ 191 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (Unaudited) Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 115 $ 2,450 $ 2,565 Cash flows from investing activities: Proceeds from the sale of property and equipment 25 1,424 1,449 Purchase of property, plant and equipment — (1,421 ) (1,421 ) Change in restricted cash — (200 ) (200 ) Net cash provided by (used in) investing activities 25 (197 ) (172 ) Cash flows from financing activities: Proceeds from revolving credit facility 12,409 — 12,409 Payments on revolving credit facility (51,968 ) — (51,968 ) Payments for debt issuance costs (426 ) — (426 ) Payments on vehicle financing and other financing activities (7 ) (1,680 ) (1,687 ) Net cash used in financing activities (39,992 ) (1,680 ) (41,672 ) Net (decrease) increase in cash (39,852 ) 573 (39,279 ) Cash and cash equivalents - beginning of period 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of period $ 808 $ (778 ) $ 30 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Voluntary Petition Under Chapter 11 of the Bankruptcy Code and Solicitation of Votes on the Plan On May 1, 2017, the Nuverra Parties filed voluntary petitions under chapter 11 of the Bankruptcy Code in the Bankruptcy Court to pursue the Plan. The Nuverra Parties’ chapter 11 cases are being jointly administered under the caption In re Nuverra Environmental Solutions, Inc., et al. (Case Nos. 17-10949 through 17-10962). No trustee has been appointed, and the Nuverra Parties will continue to operate their businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. We expect to continue our operations without interruption during the pendency of the chapter 11 cases, but there can be no assurances. On May 2, 2017, to assure ordinary course operations, the Bankruptcy Court entered the DIP Order approving on an interim basis a variety of “first day” motions seeking various relief and authorizing the Nuverra Parties to maintain their operations in the ordinary course. The DIP Order, among other things, authorized the Nuverra Parties to (i) enter into, execute, and deliver the DIP Revolving Facility and the DIP Term Loan Agreement, and (ii) borrow, on an interim basis, $2.5 million under the DIP Term Loan Agreement, $10.0 million under the DIP Revolving Facility in the aggregate, and $7.5 million under the DIP Term Loan Agreement in the aggregate (including the $2.5 million initial advance made on the May 3, 2017) during the interim period before the Bankruptcy Court considers entry of the DIP Order on a final basis. The Bankruptcy Court set a hearing for May 31, 2017 to consider approval of the DIP Order on a final basis. On April 28, 2017, the Company commenced a solicitation of votes to accept or reject the Plan from holders of the 2018 Notes, 2021 Notes, and indebtedness under its Term Loan. Debtor in Possession Financing In connection with the filing of the chapter 11 cases, on May 3, 2017, following the authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Revolving Facility Lenders”), Wells Fargo Bank, National Association, as administrative agent, and other agents party thereto, closed a Debtor-in-Possession Credit Agreement (the “DIP Revolving Facility”), dated as of April 30, 2017, pursuant to which the DIP Revolving Facility Lenders agreed to provide the Company a secured revolving credit facility up to a maximum amount of $31.5 million to, among other things, refinance obligations under the Company's ABL Facility and finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings. The DIP Revolving Facility is subject to the Bankruptcy Court's approval of the DIP Order on a final basis. The maturity date of the DIP Revolving Facility will be the earliest to occur of: (i) August 7, 2017, (ii) the occurrence of an Event of Default (as defined in the DIP Revolving Facility), and (iii) the effective date of any chapter 11 plan of reorganization confirmed in connection with the chapter 11 cases. The DIP Revolving Facility contains customary events of default, including events related to the chapter 11 proceedings, the occurrence of which could result in the acceleration of the Nuverra Parties’ obligation to repay the outstanding indebtedness under the DIP Revolving Facility. The Nuverra Parties’ obligations under the DIP Revolving Facility are secured by a senior security interest in, and lien on, substantially all the assets of the Nuverra Parties. In addition to the DIP Revolving Facility and in connection with the filing of the chapter 11 cases, on May 3, 2017, following authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Term Loan Agreement Lenders”), and Wilmington Savings Fund Society, FSB, as administrative agent closed a Debtor-in-Possession Term Loan Credit Agreement (the “DIP Term Loan Agreement”), dated as of April 30, 2017, pursuant to which the DIP Term Loan Lenders agreed to provide the Company with an initial term loan in the amount of $2.5 million and subsequent term loans not to exceed $12.5 million in the aggregate to, among other things, finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings. The DIP Term Loan Lenders made the initial term loan on May 3, 2017, which the Company is using for general corporate purposes. The DIP Term Loan Agreement is subject to the Bankruptcy Court's approval of the DIP Order on a final basis. The maturity date of the DIP Term Loan Agreement will be the earliest to occur of: (i) August 7, 2017, (ii) the occurrence of an Event of Default (as defined in the DIP Term Loan Agreement), and (iii) the effective date of any chapter 11 plan of reorganization confirmed in connection with the chapter 11 cases. The DIP Term Loan Agreement contains customary events of default, including events related to the chapter 11 proceedings, the occurrence of which could result in the acceleration of the Nuverra Parties’ obligation to repay the outstanding indebtedness under the DIP Term Loan Agreement. The Nuverra Parties’ obligations under the DIP Term Loan Agreement are secured by a security interest in, and lien on, substantially all the assets of the Nuverra Parties. Restructuring Support Agreement On April 9, 2017, the Nuverra Parties entered into the Restructuring Support Agreement with the Supporting Noteholders, which was further amended on April 20, 2017 and April 28, 2017. Under the Restructuring Support Agreement, the Supporting Noteholders have agreed, subject to certain terms and conditions, to support the Restructuring pursuant to the prepackaged Plan which was filed in a case commenced under chapter 11 of the United States Bankruptcy Code. The Plan is based on the restructuring term sheet attached to and incorporated into the Restructuring Support Agreement (the “Term Sheet”) which includes: • debtor in possession financing (the “DIP Facilities”), consisting of the DIP Revolving Facility provided by the lenders under the Company’s ABL Facility and the DIP Term Loan Agreement provided by one or more of the lenders under the Company’s Term Loan; • a rights offering (the “Rights Offering”) to be commenced following the confirmation of the Plan, pursuant to which the Company will distribute freely transferrable rights (the “Rights”) to permit the holders thereof to acquire, in the aggregate, $150.0 million of newly issued common stock of the reorganized company at an enterprise valuation of $350.0 million (the “Plan Value”); • exit financing, to the extent necessary after the Rights Offering, to fund required disbursements under the Plan, through a new first lien, senior secured exit facility in the form of an asset backed revolver, term loan or combination thereof; • cash payment in full of all administrative expense claims, priority tax claims, priority claims, DIP Revolving Facility claims, and ABL Facility claims; • satisfaction in full of all DIP Term Loan claims and Term Loan claims (collectively, the “Term Loan Claims”) as follows: (i) by converting the first $75.0 million of Term Loan Claims to newly issued common stock of the reorganized company at Plan Value, subject to dilution by a new management incentive plan, the Rights Offering, and the conversion of the remainder of the Term Loan Claims, and (ii) the remaining Term Loan Claims, if any, to be paid in cash from the proceeds of the Rights Offering in excess of $50.0 million after repayment of the ABL Facility claims and other expenses, with any remaining balance thereafter to be converted to newly issued common stock of the reorganized company at Plan Value (subject to dilution); • receipt by the holders of the 2021 Notes, in full satisfaction of their claims, (a) their pro rata share of 99.75% of the reorganized company’s newly issued common stock, subject to dilution by a new management incentive plan, the Rights Offering, and the conversion of the Term Loan Claims, and (b) 50.0% of the Rights (which will be exercisable for up to two years following the completion of the Restructuring); • receipt by the holders of the 2018 Notes in full satisfaction of their claims of (a) their pro rata share of up to 0.25% of the reorganized company’s newly issued common stock, subject to dilution by a new management incentive plan, the Rights Offering, and the conversion of the Term Loan Claims, and (b) a portion of 50.0% of the Rights to be determined by the Nuverra Parties (which will be exercisable prior to the completion of the Restructuring); • existing equity interests shall receive no distribution; provided however that, subject to agreement among the Supporting Noteholders and the Nuverra Parties, existing equity holders may receive a portion of the Rights; • payment of all undisputed customer, employee, vendor or other trade obligations; and • continuation as a public reporting company under the Securities Exchange Act of 1934 and best efforts to have the new common stock listed on the New York Stock Exchange. In accordance with the Restructuring Support Agreement, the Supporting Noteholders agreed, among other things, to: (i) provide interim financing to the Nuverra Parties in the aggregate amount of $9.1 million until the filing of the chapter 11 cases; (ii) support and take all necessary actions in furtherance of the Restructuring; (iii) vote all of its claims against Nuverra in favor of the Plan; (iv) not direct or take any action inconsistent with the Plan or the Supporting Noteholders obligations; (v) not take any action that would, or is intended to in any material respect, interfere with, delay, or postpone the consummation of the Restructuring; and (vi) not transfer claims held by each Supporting Noteholder except with respect to limited and customary exceptions, generally requiring any transferee to become party to the Restructuring Support Agreement. In accordance with the Restructuring Support Agreement, the Nuverra parties agreed, among other things, to: (i) use its best efforts to launch the solicitation of votes to approve the Plan, file the Plan, and seek confirmation of the Plan; (ii) use its best efforts to obtain orders from the bankruptcy court regarding the Restructuring; (iii) act in good faith and use its best efforts to support and complete the transactions contemplated in the Term Sheet; (iv) use its best efforts to obtain all required regulatory approvals and third-party approvals of the Restructuring; (v) not take any actions inconsistent with the Restructuring Support Agreement, Term Sheet, DIP Facilities, and the Plan; (vi) operate its business in the ordinary course consistent with past practice and preserve its businesses and assets; and (vii) support and take all actions that are necessary and appropriate to facilitate the confirmation of the Plan and the consummation of the Restructuring. The Restructuring Support Agreement may be terminated upon the occurrence of certain events, including the failure to meet specified milestones related to the solicitation of votes to approve the Plan, commencement of the chapter 11 cases, confirmation of the Plan, consummation of the Plan, and the entry of orders relating to the DIP Facilities. The Restructuring Support Agreement also required the Company to enter into a new employment agreement with Mark D. Johnsrud, the Company’s Chief Executive Officer and Chairman, on terms mutually acceptable to Mr. Johnsrud and the Supporting Noteholders, which will be assumed by the Nuverra Parties under the Plan. Amended and Restated Employment Agreement Pursuant to the Restructuring Support Agreement, on April 28, 2017, the Company and Mr. Johnsrud entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”), which amends and restates in its entirety the Employment Agreement between the Company and Mr. Johnsrud, dated as of November 30, 2012, as amended by the First Amendment to Employment Agreement effective as of January 1, 2017. Pursuant to the Amended Employment Agreement, Mr. Johnsrud will continue to serve as the Company’s President, Chief Executive Officer, and Chairman of the board of directors (the “Board”) for a three year term, with such term to be extended for an additional year beginning on the first day after the initial term and on each anniversary thereafter, unless either the Company or Mr. Johnsrud provide written notice of termination pursuant to the terms of the Amended Employment Agreement. For Mr. Johnsrud’s services, he will continue to be paid his current annual base salary of $700,000 , which may be increased by the Board at any time. In addition, Mr. Johnsrud will receive an annual bonus based on terms to be determined by the Board, insurance benefits, and shall be entitled to participate in any of the Company’s current or future incentive compensation and stock option plans. Upon executing the Amended Employment Agreement, Mr. Johnsrud is entitled to receive an incentive bonus in the amount equal to $700,000 , payable in two installments, subject to Mr. Johnsrud’s continued employment through each payment date, as follows: (i) $233,333 , payable as soon as practicable, and (ii) $466,667 , payable within fifteen days following the effectiveness of the Plan. Following the consummation of the chapter 11 cases, Mr. Johnsrud will receive an award of stock options in two tranches to purchase (i) 2.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis, at a premium exercise price equal to the value of a share of the reorganized Company’s common stock at an enterprise valuation of $475.0 million and (ii) 2.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis, at a premium exercise price equal to the value of a share of the reorganized Company’s common stock at an enterprise valuation of $525.0 million . Each tranche of options will vest in substantially equal installments on the first three anniversaries following the date of the consummation of the chapter 11 cases. The Amended Employment Agreement also requires the Company to establish a management incentive plan under which shares of common stock of the Company equal to 12.5% of the outstanding equity securities of the Company will be available for issuance, and to issue Mr. Johnsrud, as soon as reasonably practicable following the consummation of the chapter 11 cases, restricted stock units that represent 7.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis. Mr. Johnsrud may terminate his employment under the Amended Employment Agreement upon at least thirty days written notice, for good reason (as defined in the Amended Employment Agreement), or a Change of Control (as defined in the Amended Employment Agreement). The Amended Employment Agreement also restricts Mr. Johnsrud from engaging in competitive activities during the term of his employment and thereafter until the later of (i) the end of the initial three year term or any applicable one year extension and (ii) one year following Mr. Johnsrud’s termination of employment. Term Loan Credit Agreement Amendments Fifth Amendment to Term Loan On April 3, 2017 (the “Effective Date”), we entered into a Fifth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Fifth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Agent, Wells Fargo Bank, National Association, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Agreement by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $58.1 million to $59.2 million (the “Fifth Amendment Additional Term Commitment”) and amending the EBITDA financial maintenance covenant. Pursuant to the Fifth Term Loan Agreement Amendment, we are required to use the net cash proceeds of the Additional Term Commitment of $1.1 million to pay the fees, costs and expenses incurred in connection with the Fifth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. As a condition to the effectiveness of the Fifth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under our ABL Facility providing that the agent under the ABL Facility would not exercise any remedies with respect to the Additional Term Commitment deposited in the our Master Account (as defined in the ABL Facility). In addition, we received a waiver of certain events of default under the Term Loan Agreement arising from the inclusion of a going concern qualification from our registered public accounting firm, breach of the EBITDA financial maintenance covenant, and cross-default arising from the default under our ABL Facility. The Fifth Term Loan Agreement Amendment required us to (i) on or before April 7, 2017, enter into a restructuring support agreement and other documentation required by the Term Loan Lenders in connection with the restructuring of the indebtedness of the Company and its subsidiaries; (ii) appoint Robert D. Albergotti as the Chief Restructuring Officer to the Company; and (iii) within five days of Fifth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the our ABL Facility and to pay all premiums for such title policies. Sixth Amendment to Term Loan On April 6, 2017 (the "Sixth Amendment Effective Date"), we entered into a Sixth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Sixth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Agreement by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $59.2 million to $60.3 million (the “Sixth Amendment Additional Term Commitment”). Pursuant to the Sixth Term Loan Agreement Amendment, we are required to use a portion of the net cash proceeds of the Sixth Amendment Additional Term Commitment of $1.0 million to pay the fees, costs and expenses incurred in connection with the Sixth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. We intend to use the additional liquidity provided by the Sixth Amendment Additional Term Commitment to fund our business operations until the filing of the Plan. As a condition to the effectiveness of the Sixth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Sixth Amendment Additional Term Commitment deposited in our Master Account. The Sixth Term Loan Agreement Amendment required us, among other things, to (i) on or before April 7, 2017, enter into the Restructuring Support Agreement and other documentation requested by the Term Loan Lenders in connection with the Restructuring; and (ii) within 5 days of Sixth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums for such title policies. Seventh Amendment to Term Loan On April 10, 2017 (the "Seventh Amendment Effective Date"), we entered into a Seventh Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Seventh Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Agreement by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $60.3 million to $65.8 million (the “Seventh Amendment Additional Term Commitment”). The Seventh Amendment Additional Term Commitment is in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined the Fifth Amendment to Term Loan Credit Agreement). Pursuant to the Seventh Term Loan Agreement Amendment, we are required to use a portion of the net cash proceeds of the Seventh Amendment Additional Term Commitment of $5.0 million to pay the fees, costs and expenses incurred in connection with the Seventh Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. We intend to use the additional liquidity provided by the Seventh Amendment Additional Term Commitment to fund our business operations until the filing of the Plan. As a condition to the effectiveness of the Seventh Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Seventh Amendment Additional Term Commitment deposited in the our Master Account, subject to the terms of such letter agreement. The Seventh Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the Restructuring Support Agreement; and (ii) within 5 days of Fifth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums for such title policies. Eighth Amendment to Term Loan On April 18, 2017 (the “Eighth Amendment Effective Date”), we entered into an Eighth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Eighth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement by increasing the Term Loan Lenders’ commitment and the principal amount borrowed by the Company under the Term Loan Agreement from $65.8 million to $69.3 million (the “Eighth Amendment Additional Term Commitment”). The Eighth Amendment Additional Term Commitment is in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined in the Fifth Amendment to Term Loan Credit Agreement). Pursuant to the Eighth Term Loan Agreement Amendment, we are required to use a portion of the net cash proceeds of the Eighth Amendment Additional Term Commitment of $3.5 million to pay the fees, costs and expenses incurred in connection with the Eighth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. We intend to use the additional liquidity provided by the Eighth Amendment Additional Term Commitment to fund our business operations until the filing of a prepackaged plan of reorganization under chapter 11 of the United States Bankruptcy Code. As a condition to the effectiveness of the Eighth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Eighth Amendment Additional Term Commitment deposited in our Master Account, subject to the terms of such letter agreement. The Eighth Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the previously disclosed Restructuring Support Agreement; and (ii) within 5 days of the Eighth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums or such title policies. Ninth Amendment to Term Loan On April 24, 2017 (the “Ninth Amendment Effective Date”), we entered into an Ninth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Ninth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement by increasing the Term Loan Lenders’ commitment and the principal amount borrowed by the Company under the Term Loan Agreement from $69.3 million to $75.4 million (the “Ninth Amendment Additional Term Commitment”). The Ninth Amendment Additional Term Commitment is in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined in the Fifth Amendment to Term Loan Credit Agreement). Pursuant to the Ninth Term Loan Agreement Amendment, we are required to use a portion of the net cash proceeds of the Ninth Amendment Additional Term Commitment of $6.0 million to pay the fees, costs and expenses incurred in connection with the Ninth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. We intend to use the additional liquidity provided by the Ninth Amendment Additional Term Commitment to fund its business operations until the filing of the Plan. As a condition to the effectiveness of the Ninth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under our ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Ninth Amendment Additional Term Commitment deposited in our Master Account, subject to the terms of such letter agreement. The Ninth Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the RSA; and (ii) within 5 days of the Ninth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the Company’s Term Loan Agreement and to pay all premiums for such title policies. Letter Agreements Regarding Additional Term Loan Commitments Fifth Amendment Letter Agreement On April 3, 2017, in connection with the Term Loan Agreement Amendment, we and Wells Fargo Bank, National Association, as Administrative Agent ("Wells Fargo") entered into a letter agreement regarding the Additional Term Commitment (the “Fifth Amendment Letter Agreement”). Pursuant to the Fifth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Additional Term Commitment or any additional Term Loans that are deposited in our Master Account. In addition, the Fifth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Additional Term Commitment, such Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Sixth Amendment Letter Agreement On April 6, 2017, in connection with the Sixth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Sixth Amendment Additional Term Commitment (the “Sixth Amendment Letter Agreement”). Pursuant to the Sixth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Sixth Amendment Additional Term Commitment that are deposited in our Master Account. In addition, the Sixth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Sixth Amendment Additional Term Commitment, such Sixth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Seventh Amendment Letter Agreement On April 10, 2017, in connection with the Seventh Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Seventh Amendment Additional Term Commitment (the “Seventh Amendment Letter Agreement”). Pursuant to the Seventh Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Seventh Amendment Additional Term Commitment that are deposited in our Master Account. In addition, the Seventh Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Seventh Amendment Additional Term Commitment, such Seventh Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Eighth Amendment Letter Agreement On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Eighth Amendment Additional Term Commitment (the “Eighth Amendment Letter Agreement”). Pursuant to the Eighth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Eighth Amendment Additional Term Commitment that are deposited in our Master Account, subject to the terms of such Eighth Amendment Letter Agreement. In addition, the Eighth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Eighth Amendment Additional Term Commitment, such Eighth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Ninth Amendment Letter Agreement On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Ninth Amendment Additional Term Commitment (the “Ninth Amendment Letter Agreement”). Pursuant to the Ninth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Ninth Amendment Additional Term Commitment that are deposited in our Master Account, subject to the terms of such Ninth Amendment Letter Agreement. In addition, the Ninth Amendment Letter Agreement provides that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Ninth Amendment Additional Term Commitment, such Ninth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders. Intercreditor Agreement Amendments Third Intercreditor Agreement Amendments On April 3, 2017, in connection with the Fifth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 3 to Intercreditor Agreement (the “Pari Passu Intercreditor Agreement Amendment”), dated April 3, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amends the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as pari passu collateral agent, Wells Fargo, as administrative agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement. On April 3, 2017, in connection with the Fifth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 3 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Amendment”), dated April 3, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amends the Interc |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Our condensed consolidated balance sheet as of December 31, 2016 , included herein, has been derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (or "GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on April 14, 2017. All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted. Unless stated otherwise, any reference to statement of operations items in these accompanying condensed consolidated financial statements refers to results from continuing operations. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements We adopted the guidance in ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") as of January 1, 2017 when it became effective. Under the new standard, income tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period and are classified along with other income tax cash flows as an operating activity. Upon adopting ASU 2016-09, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. We have selected to make an entity wide accounting policy election to continue to estimate the number of awards that are expected to vest. We have adopted the other provisions of the new guidance on a prospective basis, except when the modified retrospective transition method was specifically required. The adoption of this guidance has not had a significant impact on our condensed consolidated financial statements. There have been no other material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications which may be applied retrospectively or modified retrospectively. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The guidance in ASU 2015-14 delays the effective date for the new revenue recognition guidance outlined in ASU 2014-09 to reporting periods beginning after December 15, 2017, which for us is the reporting period starting January 1, 2018. We currently anticipate adopting the standard using the modified retrospective method. While we are still in the process of completing our analysis on the impact this guidance will have on our consolidated financial statements and related disclosures, we do not expect the impact to be material. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases on the balance sheet. This guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, using a modified retrospective approach. Early adoption of ASU 2016-09 is permitted. While we are currently assessing the impact ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under noncancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification and guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and contingent consideration payments made after a business combination. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2018, and are currently evaluating the effect on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on our consolidated financial statements, other than the classification of restricted cash within the beginning-of-period and end-of-period totals on the consolidated statement of cash flows, as opposed to being excluded from these totals. |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per common share: Three Months Ended March 31, 2017 2016 Numerator: Loss from continuing operations $ (35,962 ) $ (27,271 ) Gain from discontinued operations — 55 Net loss attributable to common shareholders $ (35,962 ) $ (27,216 ) Denominator: Weighted average shares—basic 150,934 27,907 Common stock equivalents — — Weighted average shares—diluted 150,934 27,907 Net loss per common share attributable to common shareholders: Basic and diluted loss from continuing operations $ (0.24 ) $ (0.98 ) Basic and diluted gain from discontinued operations — — Net loss per basic and diluted common share $ (0.24 ) $ (0.98 ) Anti-dilutive stock-based awards excluded 361 706 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Customer relationships $ 11,731 $ (8,453 ) $ 3,278 5.5 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 1,269 (652 ) 617 4.0 1,269 (612 ) 657 4.1 Customer contracts 17,352 (7,459 ) 9,893 9.5 17,352 (7,201 ) 10,151 9.8 $ 30,352 $ (16,564 ) $ 13,788 8.3 $ 30,352 $ (16,042 ) $ 14,310 8.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of the Valuation Techniques | Assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy of the valuation techniques we utilized to determine such fair value included significant unobservable inputs (Level 3) and were as follows: Fair Value As of March 31, 2017 Liabilities: Derivative warrant liability 5,916 Contingent consideration 8,500 As of December 31, 2016 Liabilities: Derivative warrant liability 4,298 Contingent consideration 8,500 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the "Derivative warrant liability" presented in the condensed consolidated balance sheet as of March 31, 2017 and December 31, 2016 . Three Months Ended Year Ended March 31, 2017 December 31, 2016 Balance at beginning of period $ 4,298 $ — Issuance of warrants — 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 1,618 (3,311 ) Balance at end of period $ 5,916 $ 4,298 The following table shows the warrant activity for the three months ended March 31, 2017 and the year ended December 31, 2016 : Three Months Ended Year Ended March 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (2 ) (1,117 ) Outstanding at the end of the period 25,281 25,283 |
Changes to Contingent Consideration | Changes to contingent consideration obligations during the three months ended March 31, 2017 and the year ended December 31, 2016 were as follows: Three Months Ended Year Ended March 31, 2017 December 31, 2016 Balance at beginning of period $ 8,500 $ 8,628 Cash payments — — Changes in fair value of contingent consideration, net — (128 ) Balance at end of period $ 8,500 $ 8,500 Less: current portion — — Long-term contingent consideration $ 8,500 $ 8,500 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Accrued payroll and employee benefits $ 1,582 $ 2,432 Accrued insurance 2,721 3,887 Accrued legal and environmental costs 1,781 3,570 Accrued taxes 1,249 1,458 Accrued interest 9,989 4,699 Accrued operating costs 4,003 1,255 Accrued other 1,536 1,486 Total accrued liabilities $ 22,861 $ 18,787 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Interest Rate Maturity Date Unamortized Debt Issuance Costs Fair Value of Debt (g) Carrying Value of Debt Carrying Value of Debt ABL Facility (a) 6.35% Mar. 2017 $ — $ 31,209 $ 31,209 $ 22,679 2018 Notes (b) 9.875% Apr. 2018 428 3,841 40,436 40,436 2021 Notes (c) 10.00% Apr. 2021 5,104 80,908 355,640 351,294 Term Loan (d) 13.00% Apr. 2018 2,464 62,705 62,705 60,711 Vehicle financings (e) 7.06% Various — 6,502 6,502 7,699 Note payable (f) 4.25% Apr. 2019 — 4,351 4,351 4,778 Total debt $ 7,996 $ 189,516 500,843 487,597 Original issue discount and premium for 2018 Notes (22 ) (27 ) Original issue discount and premium for 2021 Notes (265 ) (282 ) Debt issuance costs presented with debt (7,996 ) (8,998 ) Debt discount for issuance of warrants (h) (5,767 ) (6,499 ) Total debt, net 486,793 471,791 Less: current portion of long-term debt (i) (483,175 ) (465,835 ) Long-term debt $ 3,618 $ 5,956 _____________________ (a) The interest rate presented represents the interest rate on the $40.0 million asset-based revolving credit facility (the "ABL Facility") at March 31, 2017 . (b) The interest rate presented represents the coupon rate on our 2018 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0% . Interest payments are due semi-annually on April 15 and October 15 of each year. (c) The interest rate presented represents the current coupon rate on our 2021 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2021 Notes is approximately 12.4% . Interest is paid in kind semi-annually by increasing the principal amount payable and due at maturity and/or in cash as follows: interest payable on October 15, 2016 will be paid in kind at an annual rate of 12.5% ; interest payable after October 15, 2016 but on or before April 15, 2018 will be paid at a rate of 10% with 50% in kind and 50% in cash; interest payable after April 15, 2018 will be paid in cash at a rate of 10% until maturity. (d) The Term Loan accrues interest at a rate of 13% compounded monthly and which is paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest is due April 15, 2018. (e) Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 7.06% , which mature in varying installments between 2017 and 2020 . Capital lease obligations were $6.5 million and $7.7 million at March 31, 2017 and December 31, 2016 , respectively. (f) The note payable balance as of March 31, 2017 represents the remaining amount due from acquiring the remaining interest of our former partner in Appalachian Water Services, LLC ("AWS") in 2015. Principal and interest payments are due in equal quarterly installments through April 2019. The terms of the note payable provide that upon becoming insolvent, declaring bankruptcy, or failing to meet the payment terms thereunder, all remaining outstanding balances become immediately due and payable. As a result of our chapter 11 filing on May 1, 2017, as discussed in further detail in Note 17 , we have presented the entire note payable balance in current portion of long-term debt in the consolidated balance sheet as of March 31, 2017 . (g) The estimated fair value of our 2018 Notes and our 2021 Notes is based on reported trading prices as of March 31, 2017 . Our ABL Facility, Term Loan, note payable and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (h) The debt discount for issuance of warrants represents the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which is amortized through interest expense over the terms of the new 2021 Notes and the Term Loan. As described further in Note 8 , these warrants are accounted for as derivative liabilities. (i) As the scheduled maturity date of the ABL Facility was March 31, 2017, the carrying value of the ABL Facility is presented in current portion of long-term debt in the consolidated balance sheet as of March 31, 2017 and December 31, 2016. Further, due to the default of the ABL Facility as of March 31, 2017, and the resulting cross-default of the 2018 Notes, 2021 Notes and Term Loan, these items are also included in current portion of long-term debt as of March 31, 2017 and December 31, 2016. Finally, the principal payments due within one year for the vehicle financings and note payable are also included in current portion of long-term debt as of March 31, 2017 and December 31, 2016. |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the "Derivative warrant liability" presented in the condensed consolidated balance sheet as of March 31, 2017 and December 31, 2016 . Three Months Ended Year Ended March 31, 2017 December 31, 2016 Balance at beginning of period $ 4,298 $ — Issuance of warrants — 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 1,618 (3,311 ) Balance at end of period $ 5,916 $ 4,298 The following table shows the warrant activity for the three months ended March 31, 2017 and the year ended December 31, 2016 : Three Months Ended Year Ended March 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (2 ) (1,117 ) Outstanding at the end of the period 25,281 25,283 |
Schedule of Assumptions Used | The fair value of the derivative warrant liability was estimated using the following model inputs: Period Ended Period Ended March 31, 2017 December 31, 2016 Exercise price $ 0.01 $ 0.01 Closing stock price $ 0.24 $ 0.18 Risk free rate 2.40 % 2.40 % Expected volatility 84.2 % 79.5 % |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | A rollforward of the liability from December 31, 2016 through March 31, 2017 is as follows: Lease Exit Costs Balance accrued at December 31, 2016 $ 130 Cash payments (13 ) Balance accrued at March 31, 2017 $ 117 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of (Expense) Benefit for Income Taxes | The following table shows the components of the income tax expense for the periods indicated: Three Months Ended March 31, 2017 2016 Current income tax expense $ — $ (30 ) Deferred income tax expense — (25 ) Total income tax expense $ — $ (55 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The total grants awarded during the three months ended March 31, 2017 and March 31, 2016 are presented in the table below: Three Months Ended March 31, 2017 2016 Stock option grants — — Restricted stock grants — — Restricted stock unit grants — 1 Total grants under the 2009 Plan — 1 The total stock-based compensation expense, net of estimated forfeitures, included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2017 and March 31, 2016 was as follows: Three Months Ended March 31, 2017 2016 Stock options $ 65 $ 84 Restricted stock 66 85 Restricted stock units 178 199 Total stock-based compensation expense $ 309 $ 368 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Financial Information for Reportable Segments | Financial information for our reportable segments related to continuing operations is presented below. Rocky Mountain Northeast Southern Corporate/ Other Total Three months ended March 31, 2017 Revenue $ 24,285 $ 7,757 $ 7,181 $ — $ 39,223 Direct operating expenses 21,232 7,957 5,100 — 34,289 General and administrative expenses 1,947 769 1,031 8,612 12,359 Depreciation and amortization 6,785 2,513 3,519 54 12,871 Operating loss (5,679 ) (3,482 ) (2,469 ) (8,666 ) (20,296 ) Loss from continuing operations before income taxes (5,701 ) (3,602 ) (2,527 ) (24,132 ) (35,962 ) As of March 31, 2017 Total assets (a) 180,234 44,103 100,019 5,444 329,800 Three months ended March 31, 2016 Revenue 24,905 12,777 9,293 — 46,975 Direct operating expenses 19,558 11,568 7,491 — 38,617 General and administrative expenses 1,852 1,190 920 3,490 7,452 Depreciation and amortization 8,079 3,883 3,814 69 15,845 Operating loss (4,584 ) (3,864 ) (2,932 ) (3,559 ) (14,939 ) Loss from continuing operations before income taxes (4,652 ) (3,931 ) (2,926 ) (15,707 ) (27,216 ) As of December 31, 2016 Total assets (a) 184,116 46,094 107,350 5,044 342,604 (a) Total assets exclude intercompany receivables eliminated in consolidation. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | The following table provides selected financial information of discontinued operations related to TFI: Three Months Ended March 31, 2017 2016 Income from discontinued operations before income taxes $ — $ — Income tax expense — — Income from discontinued operations - before sale $ — $ — Gain on sale of TFI — 55 Income from discontinued operations $ — $ 55 |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 194 $ (3 ) $ — $ 191 Restricted cash — 1,341 — 1,341 Accounts receivable, net — 23,479 — 23,479 Other current assets 2,331 7,405 — 9,736 Assets held for sale — 1,688 — 1,688 Total current assets 2,525 33,910 — 36,435 Property, plant and equipment, net 2,309 276,761 — 279,070 Equity investments (63,418 ) 67 63,418 67 Intangible assets, net — 13,788 — 13,788 Other 366,991 95,795 (462,346 ) 440 Total assets $ 308,407 $ 420,321 $ (398,928 ) $ 329,800 LIABILITIES AND SHAREHOLDERS' DEFICIT Accounts payable $ 875 $ 5,411 $ — $ 6,286 Accrued liabilities 12,289 10,572 — 22,861 Current portion of long-term debt 475,940 7,235 — 483,175 Derivative warrant liability 5,916 — — 5,916 Total current liabilities 495,020 23,218 — 518,238 Deferred income taxes (69,999 ) 70,494 — 495 Long-term debt — 3,618 — 3,618 Long-term contingent consideration — 8,500 — 8,500 Other long-term liabilities 88,107 377,909 (462,346 ) 3,670 Total shareholders' deficit (204,721 ) (63,418 ) 63,418 (204,721 ) Total liabilities and shareholders' deficit $ 308,407 $ 420,321 $ (398,928 ) $ 329,800 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 Parent Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 913 $ 81 $ — $ 994 Restricted cash 475 945 — 1,420 Accounts receivable, net — 23,795 — 23,795 Other current assets 1,022 5,065 — 6,087 Assets held for sale — 1,182 — 1,182 Total current assets 2,410 31,068 — 33,478 Property, plant and equipment, net 2,363 291,816 — 294,179 Equity investments (51,590 ) 73 51,590 73 Intangible assets, net — 14,310 — 14,310 Other 363,291 94,388 (457,115 ) 564 Total assets $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 LIABILITIES AND SHAREHOLDERS' DEFICIT Accounts payable $ 412 $ 3,635 $ — $ 4,047 Accrued liabilities 6,961 11,826 — 18,787 Current portion of long-term debt 459,313 6,522 — 465,835 Derivative warrant liability 4,298 — — 4,298 Total current liabilities 470,984 21,983 — 492,967 Deferred income taxes (71,645 ) 72,140 — 495 Long-term debt — 5,956 — 5,956 Long-term portion of contingent consideration — 8,500 — 8,500 Other long-term liabilities 86,201 374,666 (457,115 ) 3,752 Total shareholders' deficit (169,066 ) (51,590 ) 51,590 (169,066 ) Total liabilities and shareholders' deficit $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 |
Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 39,223 $ — $ 39,223 Costs and expenses: Direct operating expenses — 34,289 — 34,289 General and administrative expenses 8,612 3,747 — 12,359 Depreciation and amortization 54 12,817 — 12,871 Total costs and expenses 8,666 50,853 — 59,519 Operating loss (8,666 ) (11,630 ) — (20,296 ) Interest expense, net (13,948 ) (260 ) — (14,208 ) Other income, net (1,518 ) 66 — (1,452 ) (Loss) income from equity investments (11,830 ) (6 ) 11,830 (6 ) Loss from continuing operations before income taxes (35,962 ) (11,830 ) 11,830 (35,962 ) Income tax expense — — — — Loss from continuing operations (35,962 ) (11,830 ) 11,830 (35,962 ) Loss from discontinued operations, net of income taxes — — — — Net loss attributable to common shareholders $ (35,962 ) $ (11,830 ) $ 11,830 $ (35,962 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2016 (Unaudited) Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 46,975 $ — $ 46,975 Costs and expenses: Direct operating expenses — 38,617 — 38,617 General and administrative expenses 3,490 3,962 — 7,452 Depreciation and amortization 69 15,776 — 15,845 Total costs and expenses 3,559 58,355 — 61,914 Operating loss (3,559 ) (11,380 ) — (14,939 ) Interest expense, net (11,758 ) (287 ) — (12,045 ) Other income, net — 163 — 163 (Loss) income from equity investments (11,532 ) (5 ) 11,532 (5 ) Loss on extinguishment of debt (390 ) — — (390 ) Loss from continuing operations before income taxes (27,239 ) (11,509 ) 11,532 (27,216 ) Income tax expense (32 ) (23 ) — (55 ) Loss from continuing operations (27,271 ) (11,532 ) 11,532 (27,271 ) Gain from discontinued operations, net of income taxes 55 — — 55 Net loss attributable to common shareholders $ (27,216 ) $ (11,532 ) $ 11,532 $ (27,216 ) |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in (provided by) operating activities $ (9,717 ) $ 2,431 $ (7,286 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 371 371 Purchase of property, plant and equipment — (1,029 ) (1,029 ) Change in restricted cash 475 (396 ) 79 Net cash provided by (used in) investing activities 475 (1,054 ) (579 ) Cash flows from financing activities: Proceeds from revolving credit facility 48,536 — 48,536 Payments on revolving credit facility (40,006 ) — (40,006 ) Payments on vehicle financing and other financing activities (7 ) (1,461 ) (1,468 ) Net cash provided by (used in) financing activities 8,523 (1,461 ) 7,062 Net decrease in cash (719 ) (84 ) (803 ) Cash and cash equivalents - beginning of period 913 81 994 Cash and cash equivalents - end of period $ 194 $ (3 ) $ 191 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2016 (Unaudited) Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 115 $ 2,450 $ 2,565 Cash flows from investing activities: Proceeds from the sale of property and equipment 25 1,424 1,449 Purchase of property, plant and equipment — (1,421 ) (1,421 ) Change in restricted cash — (200 ) (200 ) Net cash provided by (used in) investing activities 25 (197 ) (172 ) Cash flows from financing activities: Proceeds from revolving credit facility 12,409 — 12,409 Payments on revolving credit facility (51,968 ) — (51,968 ) Payments for debt issuance costs (426 ) — (426 ) Payments on vehicle financing and other financing activities (7 ) (1,680 ) (1,687 ) Net cash used in financing activities (39,992 ) (1,680 ) (41,672 ) Net (decrease) increase in cash (39,852 ) 573 (39,279 ) Cash and cash equivalents - beginning of period 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of period $ 808 $ (778 ) $ 30 |
Basis of Presentation (Detail)
Basis of Presentation (Detail) - Subsequent Event - USD ($) $ in Millions | May 02, 2017 | Apr. 09, 2017 | May 03, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debtor-in-possession maximum amount | $ 7.5 | ||
Debtor-in-possession amount agreed upon | $ 2.5 | ||
Restructuring Support Agreement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Debtor-in-possession amount agreed upon | $ 44 | ||
Restructuring Support Agreement | Common Class A | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Rights offering | 150 | ||
Restructuring Support Agreement | Scenario, Forecast | Common Class A | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Rights offering | $ 150 | ||
Restructuring Support Agreement | Notes 2021 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of debtholders | 86.00% | ||
DIP Term Loan | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Proceeds from revolving credit facility | 2.5 | ||
Maximum borrowing amount from revolving credit facility | 12.5 | ||
Debtor-in-possession amount agreed upon | 2.5 | ||
DIP Revolving Credit Facility | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Proceeds from revolving credit facility | $ 10 | ||
Maximum borrowing amount from revolving credit facility | $ 31.5 |
Earnings Per Common Share (Narr
Earnings Per Common Share (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares—diluted (in shares) | 150,934,000 | 27,907,000 |
Antidilutive stock-based awards excluded (in shares) | 361,000 | 706,000 |
Stock Options, Restricted Stock, Warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive stock-based awards excluded (in shares) | 25,900,000 | |
Continuing Operations | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares—diluted (in shares) | 0 | 0 |
Discontinued Operations | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares—diluted (in shares) | 0 | 0 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Loss from continuing operations | $ (35,962) | $ (27,271) |
Gain from discontinued operations | 0 | 55 |
Net loss attributable to common shareholders | $ (35,962) | $ (27,216) |
Denominator: | ||
Weighted average shares—basic (in shares) | 150,934,000 | 27,907,000 |
Common stock equivalents (in shares) | 0 | 0 |
Weighted average shares—diluted (in shares) | 150,934,000 | 27,907,000 |
Net loss per common share attributable to common shareholders: | ||
Basic and diluted loss from continuing operations (usd per share) | $ (0.24) | $ (0.98) |
Basic and diluted Income from discontinued operations (usd per share) | 0 | 0 |
Net loss per basic and diluted common share (usd per share) | $ (0.24) | $ (0.98) |
Antidilutive stock-based awards excluded (in shares) | 361,000 | 706,000 |
Continuing Operations | ||
Denominator: | ||
Weighted average shares—diluted (in shares) | 0 | 0 |
Discontinued Operations | ||
Denominator: | ||
Weighted average shares—diluted (in shares) | 0 | 0 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 30,352 | $ 30,352 |
Accumulated Amortization | (16,564) | (16,042) |
Net | $ 13,788 | $ 14,310 |
Remaining Useful Life (Years) | 8 years 3 months | 8 years 6 months |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,731 | $ 11,731 |
Accumulated Amortization | (8,453) | (8,229) |
Net | $ 3,278 | $ 3,502 |
Remaining Useful Life (Years) | 5 years 6 months | 5 years 8 months |
Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,269 | $ 1,269 |
Accumulated Amortization | (652) | (612) |
Net | $ 617 | $ 657 |
Remaining Useful Life (Years) | 4 years | 4 years 1 month |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 17,352 | $ 17,352 |
Accumulated Amortization | (7,459) | (7,201) |
Net | $ 9,893 | $ 10,151 |
Remaining Useful Life (Years) | 9 years 6 months | 9 years 9 months |
Fair Value Measurements - Meas
Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | |||
Derivative warrant liability | $ 5,916 | $ 4,298 | $ 0 |
Contingent consideration | $ 8,500 | $ 8,500 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
March 31, 2017 | |||
Balance at beginning of period | $ 4,298 | $ 0 | $ 0 |
Issuance of warrants | 0 | 7,838 | |
Exercise of warrants | 0 | (229) | |
Adjustments to estimated fair value | 1,618 | $ 0 | (3,311) |
Balance at end of period | $ 5,916 | $ 4,298 |
Fair Value Measurements - Chan
Fair Value Measurements - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Long-term contingent consideration | $ 8,500 | $ 8,500 |
Contingent consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 8,500 | 8,628 |
Cash payments | 0 | 0 |
Changes in fair value of contingent consideration, net | 0 | (128) |
Balance at end of period | 8,500 | 8,500 |
Less: current portion | 0 | 0 |
Long-term contingent consideration | $ 8,500 | $ 8,500 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 1,582 | $ 2,432 |
Accrued insurance | 2,721 | 3,887 |
Accrued legal and environmental costs | 1,781 | 3,570 |
Accrued taxes (Note 10) | 1,249 | 1,458 |
Accrued interest (Note 7) | 9,989 | 4,699 |
Accrued operating costs | 4,003 | 1,255 |
Accrued other | 1,536 | 1,486 |
Total accrued liabilities | $ 22,861 | $ 18,787 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Oct. 15, 2016 | |
Debt Instrument [Line Items] | |||
Interest Rate | 7.06% | ||
Unamortized Deferred Financing Costs | $ 7,996 | ||
Fair Value of Debt | 189,516 | ||
Carrying Value of Debt | 500,843 | $ 487,597 | |
Debt discount for issuance of warrants | (5,767) | (6,499) | |
Total debt, net | 486,793 | 471,791 | |
Less: current portion | (483,175) | (465,835) | |
Long-term debt | 3,618 | 5,956 | |
Capital lease obligations, noncurrent | $ 6,500 | $ 7,700 | |
Asset Based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest Rate | 6.35% | 6.35% | |
Unamortized Deferred Financing Costs | $ 0 | ||
Fair Value of Debt | 31,209 | ||
Carrying Value of Debt | 31,209 | $ 22,679 | |
Line of credit facility, current borrowing capacity | $ 40,000 | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Interest Rate | 9.875% | 9.875% | |
Unamortized Deferred Financing Costs | $ 428 | ||
Fair Value of Debt | 3,841 | ||
Carrying Value of Debt | 40,436 | $ 40,436 | |
Original issue discount and premium | $ (22) | $ (27) | |
Interest rate, effective percentage | 11.00% | ||
Notes 2,021 | |||
Debt Instrument [Line Items] | |||
Interest Rate | 10.00% | 10.00% | 12.50% |
Unamortized Deferred Financing Costs | $ 5,104 | ||
Fair Value of Debt | 80,908 | ||
Carrying Value of Debt | 355,640 | $ 351,294 | |
Original issue discount and premium | $ (265) | $ (282) | |
Interest rate, effective percentage | 12.40% | ||
Debt instrument, interest rate, stated percentage, period two | 10.00% | ||
Interest paid in-kind, paid in year two | 50.00% | ||
Interest paid in cash, paid in year two | 50.00% | ||
Interest paid in cash, paid in year 3 | 10.00% | ||
Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 13.00% | 13.00% | |
Unamortized Deferred Financing Costs | $ 2,464 | ||
Fair Value of Debt | 62,705 | ||
Carrying Value of Debt | $ 62,705 | $ 60,711 | |
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Interest Rate | 7.06% | 7.06% | |
Unamortized Deferred Financing Costs | $ 0 | ||
Fair Value of Debt | 6,502 | ||
Carrying Value of Debt | $ 6,502 | $ 7,699 | |
Notes Payable, Other Payables | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.25% | 4.25% | |
Unamortized Deferred Financing Costs | $ 0 | ||
Fair Value of Debt | 4,351 | ||
Carrying Value of Debt | 4,351 | $ 4,778 | |
Notes and Term Loan | |||
Debt Instrument [Line Items] | |||
Unamortized Deferred Financing Costs | $ 7,996 | $ 8,998 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Oct. 15, 2016 | |
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 500,843 | $ 487,597 | |
Interest Rate | 7.06% | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 40,436 | $ 40,436 | |
Interest Rate | 9.875% | 9.875% | |
Notes 2,021 | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 355,640 | $ 351,294 | |
Interest Rate | 10.00% | 10.00% | 12.50% |
Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 62,705 | $ 60,711 | |
Interest Rate | 13.00% | 13.00% | |
Asset Based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 31,209 | $ 22,679 | |
Interest Rate | 6.35% | 6.35% | |
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 6,502 | $ 7,699 | |
Interest Rate | 7.06% | 7.06% | |
Appalachian Water Services | |||
Debt Instrument [Line Items] | |||
Remaining ownership interest (percent) | 49.00% | ||
Appalachian Water Services | Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 10,900 |
Derivative Warrants (Details)
Derivative Warrants (Details) - $ / shares shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Derivative [Line Items] | ||
Exercise price of warrants (in USD per warrant) | $ 0.01 | $ 0.01 |
Warrant | ||
Derivative [Line Items] | ||
Warrants issued during period (shares) | 26.4 | |
Exercise price of warrants (in USD per warrant) | $ 0.01 | |
Class of warrant or right, term | 10 years | |
Warrant | Common Class A | ||
Derivative [Line Items] | ||
Warrants issued during period (shares) | 0.1 | |
Warrant | Notes 2021 | ||
Derivative [Line Items] | ||
Warrants issued during period (shares) | 17.5 | |
Warrant | Term Loan | ||
Derivative [Line Items] | ||
Warrants issued during period (shares) | 8.8 |
Derivative Warrants - Warrants
Derivative Warrants - Warrants Outstanding Reconciliation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
March 31, 2017 | ||
Issued | $ 0 | $ 7,838 |
Exercised | $ 0 | $ (229) |
Warrant | ||
March 31, 2017 | ||
Outstanding at the beginning of the period | 25,283 | 0 |
Issued | $ 0 | $ 26,400 |
Exercised | $ (2) | $ (1,117) |
Outstanding at the end of the period | 25,281 | 25,283 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Exercise price (in USD per warrant) | $ 0.01 | $ 0.01 |
Closing stock price (in SD per share) | $ 0.24 | $ 0.18 |
Risk free rate | 2.40% | 2.40% |
Expected volatility | 84.20% | 79.50% |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Other, net | $ 0 | $ 7,100,000 |
Accrued Liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring reserve | $ 100,000 |
Restructuring and Exit Costs 50
Restructuring and Exit Costs - Restructuring Reserve (Details) - Facility Closing $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at December 31, 2016 | $ 130 |
Cash payments | (13) |
Balance accrued at March 31, 2017 | $ 117 |
Income Taxes - Components of (
Income Taxes - Components of (Expense) Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current income tax expense | $ 0 | $ (30) |
Deferred income tax expense | 0 | (25) |
Total income tax expense | $ 0 | $ (55) |
Income Taxes - Additional Info
Income Taxes - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate (near zero for 2016) | 0.00% | 0.20% | |
Federal statutory rate | 35.00% | 35.00% | |
Scenario, Forecast | |||
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate (near zero for 2016) | 0.00% |
Share-based Compensation (Detai
Share-based Compensation (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grants under the 2009 Plan (in shares) | 0 | 1 |
Stock-based compensation | $ 309 | $ 368 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants (in shares) | 0 | 0 |
Stock-based compensation | $ 65 | $ 84 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 0 | 0 |
Stock-based compensation | $ 66 | $ 85 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 0 | 1 |
Restricted stock units | $ 178 | $ 199 |
Legal Matters (Detail)
Legal Matters (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Environmental accrual | $ 0.3 | $ 2.8 | |
Appalachian Water Services | |||
Loss Contingencies [Line Items] | |||
Payments to acquire businesses, gross | $ 4 | ||
Notes payable, fair value disclosure | $ 7.4 |
Segments - Additional Informat
Segments - Additional Information (Detail) | Mar. 31, 2017operating_division |
Segment Reporting [Abstract] | |
Number of operating divisions | 3 |
Segments - Financial Informati
Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 39,223 | $ 46,975 | |
Direct operating expenses | 34,289 | 38,617 | |
General and administrative expenses | 12,359 | 7,452 | |
Depreciation and amortization | 12,871 | 15,845 | |
Operating loss | (20,296) | (14,939) | |
Loss from continuing operations before income taxes | (35,962) | (27,216) | |
Total assets | 329,800 | $ 342,604 | |
Operating Segments | Rocky Mountain | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,285 | 24,905 | |
Direct operating expenses | 21,232 | 19,558 | |
General and administrative expenses | 1,947 | 1,852 | |
Depreciation and amortization | 6,785 | 8,079 | |
Operating loss | (5,679) | (4,584) | |
Loss from continuing operations before income taxes | (5,701) | (4,652) | |
Total assets | 180,234 | 184,116 | |
Operating Segments | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,757 | 12,777 | |
Direct operating expenses | 7,957 | 11,568 | |
General and administrative expenses | 769 | 1,190 | |
Depreciation and amortization | 2,513 | 3,883 | |
Operating loss | (3,482) | (3,864) | |
Loss from continuing operations before income taxes | (3,602) | (3,931) | |
Total assets | 44,103 | 46,094 | |
Operating Segments | Southern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,181 | 9,293 | |
Direct operating expenses | 5,100 | 7,491 | |
General and administrative expenses | 1,031 | 920 | |
Depreciation and amortization | 3,519 | 3,814 | |
Operating loss | (2,469) | (2,932) | |
Loss from continuing operations before income taxes | (2,527) | (2,926) | |
Total assets | 100,019 | 107,350 | |
Corporate/ Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Direct operating expenses | 0 | 0 | |
General and administrative expenses | 8,612 | 3,490 | |
Depreciation and amortization | 54 | 69 | |
Operating loss | (8,666) | (3,559) | |
Loss from continuing operations before income taxes | (24,132) | $ (15,707) | |
Total assets | $ 5,444 | $ 5,044 |
Discontinued Operations - Addi
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Apr. 11, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on the sale of TFI | $ 0 | $ (55) | ||
TFI | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 85,000 | |||
Escrow deposit | $ 4,300 | |||
Loss on the sale of TFI | $ 1,500 | |||
Escrow deposit disbursements | 4,300 | |||
TFI | Safety-Kleen | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on the sale of TFI | 1,300 | |||
Escrow deposit disbursements | 1,300 | |||
TFI | Nuverra Environmental Solutions Inc. (Parent) | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Escrow deposit disbursements | $ 3,000 |
Discontinued Operations - Fina
Discontinued Operations - Financial Information of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations | $ 0 | $ 55 |
TFI | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations before income taxes | 0 | 0 |
Income tax expense | 0 | 0 |
Income from discontinued operations - before sale | 0 | 0 |
Gain on sale of TFI | 0 | 55 |
Income from discontinued operations | $ 0 | $ 55 |
Subsidiary Guarantors - Additi
Subsidiary Guarantors - Additional Information (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Subsidiary ownership percentage | 100.00% | 100.00% |
Subsidiary Guarantors - Conden
Subsidiary Guarantors - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||||
Cash and cash equivalents | $ 191 | $ 994 | $ 30 | |
Restricted cash | 1,341 | 1,420 | ||
Accounts receivable, net | 23,479 | 23,795 | ||
Other current assets | 9,736 | 6,087 | ||
Assets held for sale | 1,688 | 1,182 | ||
Total current assets | 36,435 | 33,478 | ||
Property, plant and equipment, net | 279,070 | 294,179 | ||
Equity investments | 67 | 73 | ||
Intangibles, net | 13,788 | 14,310 | ||
Other assets | 440 | 564 | ||
Total assets | 329,800 | 342,604 | ||
Liabilities and Shareholders' Deficit | ||||
Accounts payable | 6,286 | 4,047 | ||
Accrued liabilities | 22,861 | 18,787 | ||
Current portion of long-term debt | 483,175 | 465,835 | ||
Derivative warrant liability | 5,916 | 4,298 | $ 0 | |
Total current liabilities | 518,238 | 492,967 | ||
Deferred income taxes | 495 | 495 | ||
Long-term debt | 3,618 | 5,956 | ||
Long-term contingent consideration | 8,500 | 8,500 | ||
Other long-term liabilities | 3,670 | 3,752 | ||
Total shareholders' deficit | (204,721) | (169,066) | ||
Total liabilities and shareholders' deficit | 329,800 | 342,604 | ||
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | ||||
Assets | ||||
Cash and cash equivalents | 194 | 913 | ||
Restricted cash | 0 | 475 | ||
Accounts receivable, net | 0 | 0 | ||
Other current assets | 2,331 | 1,022 | ||
Assets held for sale | 0 | 0 | ||
Total current assets | 2,525 | 2,410 | ||
Property, plant and equipment, net | 2,309 | 2,363 | ||
Equity investments | (63,418) | (51,590) | ||
Intangibles, net | 0 | 0 | ||
Other assets | 366,991 | 363,291 | ||
Total assets | 308,407 | 316,474 | ||
Liabilities and Shareholders' Deficit | ||||
Accounts payable | 875 | 412 | ||
Accrued liabilities | 12,289 | 6,961 | ||
Current portion of long-term debt | 475,940 | 459,313 | ||
Derivative warrant liability | 5,916 | 4,298 | ||
Total current liabilities | 495,020 | 470,984 | ||
Deferred income taxes | (69,999) | (71,645) | ||
Long-term debt | 0 | 0 | ||
Long-term contingent consideration | 0 | 0 | ||
Other long-term liabilities | 88,107 | 86,201 | ||
Total shareholders' deficit | (204,721) | (169,066) | ||
Total liabilities and shareholders' deficit | 308,407 | 316,474 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Assets | ||||
Cash and cash equivalents | (3) | 81 | ||
Restricted cash | 1,341 | 945 | ||
Accounts receivable, net | 23,479 | 23,795 | ||
Other current assets | 7,405 | 5,065 | ||
Assets held for sale | 1,688 | 1,182 | ||
Total current assets | 33,910 | 31,068 | ||
Property, plant and equipment, net | 276,761 | 291,816 | ||
Equity investments | 67 | 73 | ||
Intangibles, net | 13,788 | 14,310 | ||
Other assets | 95,795 | 94,388 | ||
Total assets | 420,321 | 431,655 | ||
Liabilities and Shareholders' Deficit | ||||
Accounts payable | 5,411 | 3,635 | ||
Accrued liabilities | 10,572 | 11,826 | ||
Current portion of long-term debt | 7,235 | 6,522 | ||
Derivative warrant liability | 0 | 0 | ||
Total current liabilities | 23,218 | 21,983 | ||
Deferred income taxes | 70,494 | 72,140 | ||
Long-term debt | 3,618 | 5,956 | ||
Long-term contingent consideration | 8,500 | 8,500 | ||
Other long-term liabilities | 377,909 | 374,666 | ||
Total shareholders' deficit | (63,418) | (51,590) | ||
Total liabilities and shareholders' deficit | 420,321 | 431,655 | ||
Consolidation, Eliminations | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant and equipment, net | 0 | 0 | ||
Equity investments | 63,418 | 51,590 | ||
Intangibles, net | 0 | 0 | ||
Other assets | (462,346) | (457,115) | ||
Total assets | (398,928) | (405,525) | ||
Liabilities and Shareholders' Deficit | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Current portion of long-term debt | 0 | 0 | ||
Derivative warrant liability | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Long-term contingent consideration | 0 | 0 | ||
Other long-term liabilities | (462,346) | (457,115) | ||
Total shareholders' deficit | 63,418 | 51,590 | ||
Total liabilities and shareholders' deficit | $ (398,928) | $ (405,525) |
Subsidiary Guarantors - Cond61
Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 39,223 | $ 46,975 |
Costs and expenses: | ||
Direct operating expenses | 34,289 | 38,617 |
General and administrative expenses | 12,359 | 7,452 |
Depreciation and amortization | 12,871 | 15,845 |
Total costs and expenses | 59,519 | 61,914 |
Operating loss | (20,296) | (14,939) |
Interest expense, net | (14,208) | (12,045) |
Other income, net | (1,452) | (163) |
(Loss) income from equity investments | (6) | (5) |
Loss on extinguishment of debt | 0 | (390) |
Loss from continuing operations before income taxes | (35,962) | (27,216) |
Income tax expense | 0 | (55) |
Loss from continuing operations | (35,962) | (27,271) |
Income from discontinued operations, net of income taxes | 0 | 55 |
Net loss attributable to common shareholders | (35,962) | (27,216) |
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs and expenses: | ||
Direct operating expenses | 0 | 0 |
General and administrative expenses | 8,612 | 3,490 |
Depreciation and amortization | 54 | 69 |
Total costs and expenses | 8,666 | 3,559 |
Operating loss | (8,666) | (3,559) |
Interest expense, net | (13,948) | (11,758) |
Other income, net | 1,518 | 0 |
(Loss) income from equity investments | (11,830) | (11,532) |
Loss on extinguishment of debt | (390) | |
Loss from continuing operations before income taxes | (35,962) | (27,239) |
Income tax expense | 0 | (32) |
Loss from continuing operations | (35,962) | (27,271) |
Income from discontinued operations, net of income taxes | 0 | 55 |
Net loss attributable to common shareholders | (35,962) | (27,216) |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 39,223 | 46,975 |
Costs and expenses: | ||
Direct operating expenses | 34,289 | 38,617 |
General and administrative expenses | 3,747 | 3,962 |
Depreciation and amortization | 12,817 | 15,776 |
Total costs and expenses | 50,853 | 58,355 |
Operating loss | (11,630) | (11,380) |
Interest expense, net | (260) | (287) |
Other income, net | (66) | (163) |
(Loss) income from equity investments | (6) | (5) |
Loss on extinguishment of debt | 0 | |
Loss from continuing operations before income taxes | (11,830) | (11,509) |
Income tax expense | 0 | (23) |
Loss from continuing operations | (11,830) | (11,532) |
Income from discontinued operations, net of income taxes | 0 | 0 |
Net loss attributable to common shareholders | (11,830) | (11,532) |
Consolidation, Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Costs and expenses: | ||
Direct operating expenses | 0 | 0 |
General and administrative expenses | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Total costs and expenses | 0 | 0 |
Operating loss | 0 | 0 |
Interest expense, net | 0 | 0 |
Other income, net | 0 | 0 |
(Loss) income from equity investments | 11,830 | 11,532 |
Loss on extinguishment of debt | 0 | |
Loss from continuing operations before income taxes | 11,830 | 11,532 |
Income tax expense | 0 | 0 |
Loss from continuing operations | 11,830 | 11,532 |
Income from discontinued operations, net of income taxes | 0 | 0 |
Net loss attributable to common shareholders | $ 11,830 | $ 11,532 |
Subsidiary Guarantors - Cond62
Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net cash used in (provided by) operating activities | $ (7,286) | $ 2,565 | |
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 371 | 1,449 | |
Purchase of property, plant and equipment | (1,029) | (1,421) | |
Change in restricted cash | 79 | (200) | |
Net cash used in investing activities | (579) | (172) | |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 48,536 | 12,409 | |
Payments on revolving credit facility | (40,006) | (51,968) | |
Payments for debt issuance costs | 0 | (426) | |
Payments on vehicle financing and other financing activities | (1,468) | (1,687) | |
Net cash provided by (used in) financing activities | 7,062 | (41,672) | |
Net decrease in cash and cash equivalents | (803) | (39,279) | |
Cash and cash equivalents - beginning of period | 994 | 39,309 | |
Cash and cash equivalents - end of period | 191 | 30 | |
Less: cash and cash equivalents of discontinued operations - end of period | 0 | 0 | |
Cash and cash equivalents of continuing operations - end of period | 191 | 30 | $ 994 |
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | |||
Cash flows from operating activities: | |||
Net cash used in (provided by) operating activities | (9,717) | 115 | |
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 0 | 25 | |
Purchase of property, plant and equipment | 0 | 0 | |
Change in restricted cash | 475 | 0 | |
Net cash used in investing activities | 475 | 25 | |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 48,536 | 12,409 | |
Payments on revolving credit facility | (40,006) | (51,968) | |
Payments for debt issuance costs | (426) | ||
Payments on vehicle financing and other financing activities | (7) | (7) | |
Net cash provided by (used in) financing activities | 8,523 | (39,992) | |
Net decrease in cash and cash equivalents | (719) | (39,852) | |
Cash and cash equivalents - beginning of period | 913 | 40,660 | |
Cash and cash equivalents - end of period | 194 | 808 | |
Cash and cash equivalents of continuing operations - end of period | 194 | 913 | |
Reportable Legal Entities | Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash used in (provided by) operating activities | 2,431 | 2,450 | |
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 371 | 1,424 | |
Purchase of property, plant and equipment | (1,029) | (1,421) | |
Change in restricted cash | (396) | (200) | |
Net cash used in investing activities | (1,054) | (197) | |
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 0 | 0 | |
Payments on revolving credit facility | 0 | 0 | |
Payments for debt issuance costs | 0 | ||
Payments on vehicle financing and other financing activities | (1,461) | (1,680) | |
Net cash provided by (used in) financing activities | (1,461) | (1,680) | |
Net decrease in cash and cash equivalents | (84) | 573 | |
Cash and cash equivalents - beginning of period | 81 | (1,351) | |
Cash and cash equivalents - end of period | (3) | $ (778) | |
Cash and cash equivalents of continuing operations - end of period | $ (3) | $ 81 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 02, 2017 | Apr. 28, 2017 | Apr. 24, 2017 | Apr. 18, 2017 | Apr. 17, 2017 | Apr. 10, 2017 | Apr. 09, 2017 | Apr. 06, 2017 | Apr. 03, 2017 | May 03, 2017 | Dec. 16, 2016 |
DIP Term Loan | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Principal amount borrowed | $ 58,100,000 | ||||||||||
Subsequent Event | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debtor-in-possession amount agreed upon | $ 2,500,000 | ||||||||||
Debtor-in-possession maximum amount | $ 7,500,000 | ||||||||||
Subsequent Event | Chief Executive Officer | Restricted stock units | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock option award (percent) | 7.50% | ||||||||||
Subsequent Event | Chief Executive Officer | Share-based Compensation Award, Tranche One | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock option award (percent) | 2.50% | ||||||||||
Enterprise valuation of company's common stock | $ 475,000,000 | ||||||||||
Subsequent Event | Chief Executive Officer | Share-based Compensation Award, Tranche Two | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock option award (percent) | 2.50% | ||||||||||
Enterprise valuation of company's common stock | $ 525,000,000 | ||||||||||
Subsequent Event | DIP Term Loan | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Principal amount borrowed | $ 75,400,000 | $ 69,300,000 | $ 65,800,000 | $ 60,300,000 | $ 59,200,000 | ||||||
Proceeds from Issuance of Debt | 6,000,000 | 3,500,000 | 5,000,000 | 1,000,000 | 1,100,000 | ||||||
Subsequent Event | Asset Based Revolving Credit Facility | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Principal amount borrowed | $ 82,900,000 | $ 76,300,000 | $ 72,400,000 | $ 66,300,000 | $ 63,900,000 | ||||||
Origination fee cushion (percent) | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Subsequent Event | Asset Based Revolving Credit Facility | Maximum | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Principal amount borrowed | $ 65,100,000 | ||||||||||
Subsequent Event | 2018 Notes | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Cash interest payments | $ 2,000,000 | ||||||||||
Subsequent Event | Notes 2021 | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Cash interest payments | $ 9,000,000 | ||||||||||
Subsequent Event | Restructuring Support Agreement | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debtor-in-possession amount agreed upon | $ 44,000,000 | ||||||||||
Interim financing | 9,100,000 | ||||||||||
Subsequent Event | Restructuring Support Agreement | DIP Term Loan | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Proceeds from rights offering | $ 50,000,000 | ||||||||||
Subsequent Event | Restructuring Support Agreement | 2021 Notes Converted Into Common Stock | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Pro rata share of the reorganized company's newly issued common stock (percent) | 99.75% | ||||||||||
Freely transferrable rights (percent) | 50.00% | ||||||||||
Subsequent Event | Restructuring Support Agreement | 2018 Notes Converted Into Common Stock | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Pro rata share of the reorganized company's newly issued common stock (percent) | 0.25% | ||||||||||
Freely transferrable rights (percent) | 50.00% | ||||||||||
Subsequent Event | Restructuring Support Agreement | Common Class A | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Rights offering | $ 150,000,000 | ||||||||||
Stock issued during period in restructuring plan | 350,000,000 | ||||||||||
Subsequent Event | Restructuring Support Agreement | Common Class A | DIP Term Loan | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Rights offering | 75,000,000 | ||||||||||
Subsequent Event | Restructuring Support Agreement | Common Class A | Scenario, Forecast | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Rights offering | $ 150,000,000 | ||||||||||
Subsequent Event | Amended Employment Agreement | Chief Executive Officer | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Current annual base salary | 700,000 | ||||||||||
Incentive bonus | 700,000 | ||||||||||
Incentive bonus payable as soon as practicable | 233,333 | ||||||||||
Subsequent Event | Amended Employment Agreement | Chief Executive Officer | Deferred Bonus | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Incentive bonus | $ 466,667 | ||||||||||
Subsequent Event | Management Incentive Plan | Chief Executive Officer | Restricted stock units | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock option award (percent) | 12.50% | ||||||||||
Subsequent Event | DIP Term Loan | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debtor-in-possession amount agreed upon | 2,500,000 | ||||||||||
Proceeds from revolving credit facility | 2,500,000 | ||||||||||
Maximum borrowing amount from revolving credit facility | 12,500,000 | ||||||||||
Subsequent Event | DIP Revolving Credit Facility | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Proceeds from revolving credit facility | $ 10,000,000 | ||||||||||
Maximum borrowing amount from revolving credit facility | $ 31,500,000 |