Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NES | |
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 | 11,695,580 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 3,248 | |
Restricted cash | 7,758 | |
Accounts receivable, net of allowance for doubtful accounts of $1.7 and $1.7 million at September 30, 2017 and December 31, 2016, respectively | 32,843 | |
Inventories | 3,933 | |
Prepaid expenses and other receivables | 4,010 | |
Other current assets | 647 | |
Assets held for sale | 5,730 | |
Total current assets | 58,169 | |
Property, plant and equipment, net of accumulated depreciation of $17.1 and $148.9 million at September 30, 2017 and December 31, 2016, respectively | 264,314 | |
Equity investments | 57 | |
Intangibles, net | 589 | |
Goodwill | 27,139 | |
Other assets | 187 | |
Total assets | 350,455 | |
Liabilities and Shareholders’ Equity (Deficit) | ||
Accounts payable | 7,534 | |
Accrued liabilities | 17,601 | |
Current contingent consideration | 500 | |
Current portion of long-term debt | 2,068 | |
Derivative warrant liability | 857 | $ 0 |
Other current liabilities | 3,913 | |
Total current liabilities | 32,473 | |
Deferred income taxes | 192 | |
Long-term debt | 38,101 | |
Long-term contingent consideration | 0 | |
Other long-term liabilities | 6,310 | |
Total liabilities | 77,076 | |
Commitments and contingencies | ||
Shareholders’ equity (deficit): | ||
Predecessor and Successor common stock | 117 | |
Additional paid-in capital | 290,255 | |
Treasury stock | 0 | |
Accumulated deficit | (16,993) | |
Total shareholders’ equity (deficit) | 273,379 | |
Total liabilities and shareholders’ equity (deficit) | $ 350,455 | |
Predecessor | ||
Assets | ||
Cash and cash equivalents | 994 | |
Restricted cash | 1,420 | |
Accounts receivable, net of allowance for doubtful accounts of $1.7 and $1.7 million at September 30, 2017 and December 31, 2016, respectively | 23,795 | |
Inventories | 2,464 | |
Prepaid expenses and other receivables | 3,516 | |
Other current assets | 107 | |
Assets held for sale | 1,182 | |
Total current assets | 33,478 | |
Property, plant and equipment, net of accumulated depreciation of $17.1 and $148.9 million at September 30, 2017 and December 31, 2016, respectively | 294,179 | |
Equity investments | 73 | |
Intangibles, net | 14,310 | |
Goodwill | 0 | |
Other assets | 564 | |
Total assets | 342,604 | |
Liabilities and Shareholders’ Equity (Deficit) | ||
Accounts payable | 4,047 | |
Accrued liabilities | 18,787 | |
Current contingent consideration | 0 | |
Current portion of long-term debt | 465,835 | |
Derivative warrant liability | 4,298 | |
Other current liabilities | 0 | |
Total current liabilities | 492,967 | |
Deferred income taxes | 495 | |
Long-term debt | 5,956 | |
Long-term contingent consideration | 8,500 | |
Other long-term liabilities | 3,752 | |
Total liabilities | 511,670 | |
Commitments and contingencies | ||
Shareholders’ equity (deficit): | ||
Predecessor and Successor common stock | 152 | |
Additional paid-in capital | 1,407,867 | |
Treasury stock | (19,807) | |
Accumulated deficit | (1,557,278) | |
Total shareholders’ equity (deficit) | (169,066) | |
Total liabilities and shareholders’ equity (deficit) | $ 342,604 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1.7 | $ 1.7 |
Property, plant and equipment, accumulated depreciation | $ 17.1 | $ 148.9 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | |
Revenue: | |||||
Non-rental revenue | $ 30,620 | ||||
Rental revenue | 3,138 | ||||
Total revenue | 33,758 | ||||
Costs and expenses: | |||||
Direct operating expenses | 26,110 | ||||
General and administrative expenses | 4,928 | ||||
Depreciation and amortization | 17,321 | ||||
Impairment of long-lived assets | 2,404 | ||||
Total costs and expenses | 50,763 | ||||
Operating loss | (17,005) | ||||
Interest expense, net | (778) | ||||
Other income, net | 294 | ||||
Loss on extinguishment of debt | 0 | ||||
Reorganization items, net | 530 | ||||
(Loss) income before income taxes | (16,959) | ||||
Income tax (expense) benefit | (34) | ||||
(Loss) income from continuing operations | (16,993) | ||||
Loss from discontinued operations, net of income taxes | 0 | ||||
Net (loss) income | $ (16,993) | ||||
Earnings per common share: | |||||
Basic (loss) income from continuing operations (usd per share) | $ (1.45) | ||||
Basic loss from discontinued operations (usd per share) | 0 | ||||
Net (loss) income per basic common share (usd per share) | (1.45) | ||||
Diluted (loss) income from continuing operations (usd per share) | (1.45) | ||||
Diluted loss from discontinued operations (usd per share) | 0 | ||||
Net (loss) income per diluted common share (usd per share) | $ (1.45) | ||||
Weighted average shares outstanding: | |||||
Basic (in shares) | 11,696 | ||||
Diluted (in shares) | 11,696 | ||||
Predecessor | |||||
Revenue: | |||||
Non-rental revenue | $ 13,608 | $ 32,143 | $ 86,564 | $ 107,538 | |
Rental revenue | 1,514 | 3,298 | 9,319 | 8,856 | |
Total revenue | 15,122 | 35,441 | 95,883 | 116,394 | |
Costs and expenses: | |||||
Direct operating expenses | 11,896 | 32,122 | 81,010 | 101,022 | |
General and administrative expenses | 1,326 | 6,323 | 22,552 | 27,979 | |
Depreciation and amortization | 4,003 | 15,019 | 28,981 | 46,070 | |
Impairment of long-lived assets | 0 | 7,788 | 0 | 10,452 | |
Total costs and expenses | 17,225 | 61,252 | 132,543 | 185,523 | |
Operating loss | (2,103) | (25,811) | (36,660) | (69,129) | |
Interest expense, net | (3,246) | (14,656) | (22,792) | (40,674) | |
Other income, net | 7 | 2,095 | 4,247 | 5,024 | |
Loss on extinguishment of debt | 0 | (674) | |||
Reorganization items, net | 229,198 | 0 | 223,494 | 0 | |
(Loss) income before income taxes | 223,856 | (38,372) | 168,289 | (105,453) | |
Income tax (expense) benefit | 304 | (24) | 322 | (852) | |
(Loss) income from continuing operations | (38,396) | 168,611 | (106,305) | ||
Loss from discontinued operations, net of income taxes | 0 | 0 | (1,235) | ||
Net (loss) income | $ 224,160 | $ (38,396) | $ 168,611 | $ (107,540) | |
Earnings per common share: | |||||
Basic (loss) income from continuing operations (usd per share) | $ 1.12 | $ (1.41) | |||
Basic loss from discontinued operations (usd per share) | 0 | (0.02) | |||
Net (loss) income per basic common share (usd per share) | $ 1.48 | $ (0.30) | 1.12 | (1.43) | |
Diluted (loss) income from continuing operations (usd per share) | 0.97 | (1.41) | |||
Diluted loss from discontinued operations (usd per share) | 0 | (0.02) | |||
Net (loss) income per diluted common share (usd per share) | $ 1.42 | $ (0.30) | $ 0.97 | $ (1.43) | |
Weighted average shares outstanding: | |||||
Basic (in shares) | 150,951 | 129,669 | 150,940 | 75,291 | |
Diluted (in shares) | 157,394 | 129,669 | 174,304 | 75,291 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (16,993) | ||
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Loss on the sale of TFI | 0 | ||
Depreciation and amortization of intangible assets | 17,321 | ||
Amortization of debt issuance costs, net | 0 | ||
Accrued interest added to debt principal | 177 | ||
Stock-based compensation | 181 | ||
Impairment of long-lived assets | 2,404 | $ 4,800 | |
Gain on sale of UGSI | (76) | ||
Loss (gain) on disposal of property, plant and equipment | 687 | ||
Bad debt expense | 41 | ||
Change in fair value of derivative warrant liability | 140 | ||
Loss on extinguishment of debt | 0 | ||
Deferred income taxes | 34 | ||
Other, net | 152 | ||
Reorganization items, non-cash | 0 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,349) | ||
Prepaid expenses and other receivables | (528) | ||
Accounts payable and accrued liabilities | (1,111) | ||
Other assets and liabilities, net | (152) | ||
Net cash used in operating activities | (3,072) | ||
Cash flows from investing activities: | |||
Proceeds from the sale of property, plant and equipment | 1,623 | ||
Purchases of property, plant and equipment | (404) | ||
Proceeds from the sale of UGSI | 76 | ||
Change in restricted cash | 47 | ||
Net cash provided by (used in) investing activities | 1,342 | ||
Cash flows from financing activities: | |||
Proceeds from Predecessor revolving credit facility | 0 | ||
Payments on Predecessor revolving credit facility | 0 | ||
Proceeds from Predecessor term loan | 0 | ||
Proceeds from debtor in possession term loan | 0 | ||
Payments for debt issuance costs | 0 | ||
Issuance of stock | 0 | ||
Payments on vehicle financing and other financing activities | (1,773) | ||
Net cash (used in) provided by financing activities | (2,215) | ||
Net (decrease) increase in cash and cash equivalents | (3,945) | ||
Cash and cash equivalents - beginning of period | 7,193 | ||
Cash and cash equivalents - end of period | 3,248 | $ 7,193 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 218 | ||
Cash paid for taxes, net | 23 | ||
First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on Predecessor revolving credit facility | (442) | ||
Proceeds from Predecessor term loan | 0 | ||
Successor Asset Based Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor revolving credit facility | 28,020 | ||
Payments on Predecessor revolving credit facility | (28,020) | ||
Predecessor | |||
Cash flows from operating activities: | |||
Net (loss) income | 168,611 | (107,540) | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Loss on the sale of TFI | 0 | 1,235 | |
Depreciation and amortization of intangible assets | 28,981 | 46,070 | |
Amortization of debt issuance costs, net | 2,135 | 4,329 | |
Accrued interest added to debt principal | 11,474 | 20,240 | |
Stock-based compensation | 457 | 908 | |
Impairment of long-lived assets | 0 | 10,452 | |
Gain on sale of UGSI | 0 | (1,747) | |
Loss (gain) on disposal of property, plant and equipment | (258) | 3,298 | |
Bad debt expense | 788 | (516) | |
Change in fair value of derivative warrant liability | (4,025) | (2,574) | |
Loss on extinguishment of debt | 0 | 674 | |
Deferred income taxes | (337) | 70 | |
Other, net | (11,295) | 5 | |
Reorganization items, non-cash | (218,600) | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,528) | 20,516 | |
Prepaid expenses and other receivables | 472 | (227) | |
Accounts payable and accrued liabilities | 3,682 | (14,379) | |
Other assets and liabilities, net | 3,494 | (136) | |
Net cash used in operating activities | (18,949) | (19,322) | |
Cash flows from investing activities: | |||
Proceeds from the sale of property, plant and equipment | 3,083 | 9,954 | |
Purchases of property, plant and equipment | (3,149) | (2,613) | |
Proceeds from the sale of UGSI | 0 | 5,032 | |
Change in restricted cash | (6,385) | 3,163 | |
Net cash provided by (used in) investing activities | (6,451) | 15,536 | |
Cash flows from financing activities: | |||
Proceeds from Predecessor revolving credit facility | 106,785 | 118,533 | |
Payments on Predecessor revolving credit facility | (129,964) | (176,428) | |
Proceeds from Predecessor term loan | 15,700 | 24,000 | |
Proceeds from debtor in possession term loan | 6,875 | 0 | |
Payments for debt issuance costs | (1,053) | (1,084) | |
Issuance of stock | 0 | 5,000 | |
Payments on vehicle financing and other financing activities | (2,797) | (4,957) | |
Net cash (used in) provided by financing activities | 31,599 | (34,936) | |
Net (decrease) increase in cash and cash equivalents | 6,199 | (38,722) | |
Cash and cash equivalents - beginning of period | $ 7,193 | 994 | 39,309 |
Cash and cash equivalents - end of period | 7,193 | 587 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,568 | 22,290 | |
Cash paid for taxes, net | 193 | 304 | |
Predecessor | First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on Predecessor revolving credit facility | 0 | 0 | |
Proceeds from Predecessor term loan | 36,053 | 0 | |
Predecessor | Successor Asset Based Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor revolving credit facility | 0 | 0 | |
Payments on Predecessor revolving credit facility | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 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. On May 1, 2017, the Company and certain of its material 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, and as amended, the “Plan”). On July 25, 2017 , the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan. The Plan became effective on August 7, 2017 (the “Effective Date”), when all remaining conditions to the effectiveness of the Plan were satisfied or waived. Although the Nuverra Parties emerged from bankruptcy on the Effective Date, the bankruptcy cases will remain pending until closed by the Bankruptcy Court. See Note 3 on “Emergence from Chapter 11 Reorganization” for additional details. Upon emergence, we elected to apply fresh start accounting effective July 31, 2017, to coincide with the timing of our normal accounting period close. Refer to Note 4 on “Fresh Start Accounting” for additional information on the selection of this date. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and as such, the condensed consolidated financial statements on or after August 1, 2017, are not comparable with the condensed consolidated financial statements prior to that date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to July 31, 2017. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company on and prior to July 31, 2017. 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. Although we had a net loss for the two months ended September 30, 2017, we believe that the successful implementation of the Plan contemplated by our Restructuring, coupled with the exit financing we entered into upon our emergence from the chapter 11 cases, has provided us with sufficient liquidity to support our operations and service our debt obligations, and therefore substantial doubt about our ability to continue as a going concern no longer exists. 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 | 9 Months Ended |
Sep. 30, 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 non-cancelable 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 don’t believe that this new guidance will have a significant impact on the consolidated statement of cash flows. 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 statement of cash flows, 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. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. We plan to early adopt this ASU in the fourth quarter of 2017 in conjunction with our annual impairment test as of October 1st. Previously our goodwill was tested for impairment annually at September 30th. However, upon emergence we have determined that our goodwill will be tested for impairment annually at October 1st and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this ASU will be applied on a prospective basis and the adoption is not expected to have a significant impact on the consolidated financial statements. |
Emergence from Chapter 11 Reorg
Emergence from Chapter 11 Reorganization | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
Emergence from Chapter 11 Reorganization | Emergence from Chapter 11 Reorganization 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. On July 25, 2017, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On July 26, 2017, David Hargreaves, an individual holder of our pre-Effective Date 9.875% Senior Notes due 2018 (the “2018 Notes”), appealed the Confirmation Order to the District Court for the District of Delaware (the “District Court”) and filed a motion for a stay pending appeal from the District Court. On August 3, 2017, the District Court entered an order denying the motion for a stay pending appeal. Notwithstanding the denial of the motion for stay pending appeal, Hargreaves’ appeal remains pending in the District Court. The Nuverra Parties emerged from the bankruptcy proceedings on the Effective Date. Although the Nuverra Parties emerged from bankruptcy on the Effective Date, the bankruptcy cases will remain pending until closed by the Bankruptcy Court. On the Effective Date, the Company: • Adopted a Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of the Company; • Appointed three new members to the Company’s Board of Directors to replace the directors of the Company who were deemed to have resigned on the Effective Date; • Entered into a new $45.0 million First Lien Credit Agreement by and among the lenders party thereto (the “Credit Agreement Lenders”), ACF FinCo I, LP, as administrative agent (“Credit Agreement Agent”), and the Company, pursuant to which the Credit Agreement Lenders agreed to extend the Company a $30.0 million senior secured revolving credit facility (the “Successor Revolving Facility”) and a $15.0 million senior secured term loan facility (the “Successor First Lien Term Loan”); • Entered into a new $26.8 million Second Lien Term Loan Credit Agreement by and among the lenders party thereto (the “Second Lien Term Loan Lenders”), Wilmington Savings Fund Society, FSB (“Wilmington”), as administrative agent (the “Second Lien Term Loan Agent”), and the Company, pursuant to which the Second Lien Term Loan Lenders extended the Company a $26.8 million second lien term loan facility (the “Successor Second Lien Term Loan”); • Issued 7,900,000 shares of common stock of the reorganized Company to the holders of the Company’s 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”); • Issued 100,000 shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan); • Issued 3,695,580 shares of common stock of the reorganized Company to holders of Supporting Noteholder Term Loan Claims (as defined in the Plan) and to the Credit Agreement Lenders for the Exit Financing Commitment Fee (as defined in the Plan); • Issued 118,137 warrants to purchase common stock of the reorganized Company, with an exercise price of $39.82 per share and an exercise term expiring seven years from the Effective Date; • Entered into a Registration Rights Agreement with certain holders of the reorganized Company’s common stock party thereto; • Entered into a Warrant Agreement with American Stock Transfer & Trust Company LLC, the Company’s transfer agent; • Paid in full in cash all administrative expense claims, priority tax claims, priority claims, and debtor in possession revolving credit facility claims; • Paid all undisputed, non-contingent customer, vendor, or other obligations not specifically compromised under the Plan; and • Assumed Mark D. Johnsrud’s, the Company’s Chairman and Chief Executive Officer, Second Amended and Restated Employment Agreement, dated April 28, 2017 and entered into an Amended and Restated Employment Agreement with Joseph M. Crabb, the Company’s Executive Vice President and Chief Legal Officer. On the Effective Date, all of the following agreements, and all outstanding interests and obligations thereunder, were terminated: • Amended and Restated Credit Agreement, as amended through the Fourteenth Amendment thereto, dated as of February 3, 2014, by and among Wells Fargo Bank, National Association (“Wells Fargo”), the lenders named therein, and the Company (the “Predecessor Revolving Facility”); • Term Loan Credit Agreement, as amended through the Ninth Amendment thereto, dated as of April 15, 2016, by and among Wilmington, the lenders named therein, and the Company (the “Predecessor Term Loan”); • Indenture governing the Company’s 2018 Notes, dated April 10, 2012, among the Company, its subsidiaries, and The Bank of New York Mellon, N.A.; • Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto; • Debtor-in-Possession Credit Agreement, dated as of April 30, 2017 and effective as of May 3, 2017, by and among the Company, the lenders party thereto, Wells Fargo, and other agents party thereto; and • Debtor-in-Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, the lenders party thereto, and Wilmington. In addition, on the Effective Date, pursuant to the Plan, (i) all shares of the Company’s pre-Effective Date common stock and all other previously issued and outstanding equity interests in the Company, and any rights of any holder in respect thereof, were canceled and discharged and (ii) all agreements, instruments, and other documents evidencing, relating to or connected with the Company’s pre-Effective Date common stock and all other previously issued and outstanding equity interests of the Company, and any rights of any holder in respect thereof, were canceled and discharged and of no further force or effect. As a result of the cancellation of the Company’s pre-Effective Date common stock on the Effective Date, the Company’s pre-Effective Date common stock ceased trading on the OTC Pink Marketplace under the symbol “NESCQ.” On October 12, 2017, the Company’s post-Effective Date common stock was listed and began trading on the NYSE American Stock Exchange under the symbol “NES.” See “Risks Related to our Common Stock” on page 58 of this Quarterly Report. The foregoing is a summary of the substantive provisions of the Plan and the transactions related to and contemplated thereunder and is not intended to be a complete description of, or a substitute for, a full and complete reading of, the Plan and the other documents referred to above. Fresh Start Accounting In connection with our emergence from chapter 11 on the Effective Date, we applied the provisions of fresh start accounting, pursuant to FASB ASC 852, Reorganizations (“ASC 852”), to our consolidated financial statements. We qualified for fresh start accounting as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and (ii) the reorganization value of our assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters the Confirmation Order confirming the Plan, or as of a later date when all material conditions precedent to the effectiveness of the Plan are resolved, which for us was August 7, 2017. We elected to apply fresh start accounting effective July 31, 2017, to coincide with the timing of our normal accounting period close. We evaluated the events between July 31, 2017 and August 7, 2017 and concluded that the use of an accounting convenience date of July 31, 2017 did not have a material impact on our results of operations or financial position. The implementation of the Plan and the application of fresh start accounting materially changed the carrying amounts and classifications reported in our condensed consolidated financial statements and resulted in a new entity for financial reporting purposes. As a result, the financial statements after July 31, 2017 are not comparable with the financial statements on and prior to July 31, 2017. Fresh start accounting reflects the value of the Successor Company as determined in the confirmed Plan. Under fresh start accounting, asset values are remeasured and allocated based on their respective fair values in conformity with the purchase method of accounting for business combinations in FASB ASC 805, Business Combinations . Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. Reorganization Value Under ASC 852, the Successor Company must determine a value to be assigned to the equity of the emerging company as of the date of adoption of fresh start accounting. To facilitate this calculation, we estimated the enterprise value of the Successor Company by relying equally on a discounted cash flow (or “DCF”) analysis under the income approach and the guideline public company method under the market approach. Enterprise value represents the fair value of an entity’s interest-bearing debt and stockholders’ equity. To estimate enterprise value utilizing the DCF method, we established an estimate of future cash flows for the period ranging from 2017 to 2023 and discounted the estimated future cash flows to present value. The expected cash flows for the period 2017 to 2021 were based on the financial projections and assumptions utilized in the disclosure statement. The expected cash flows for the period 2022 to 2023 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included based on the cash flow of the final year of the forecast period. The discount rate of 11.3% was estimated based on an after-tax weighted average cost of capital (or “WACC”) reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. The guideline public company analysis identified a group of comparable companies that have operating and financial characteristics comparable in certain respects to us, including comparable lines of business, business risks and market presence. Under this methodology, certain financial multiples and ratios that measure financial performance and value are calculated for each se lected company and then compared to the implied multiples from the DCF analysis. We considered enterprise value as a multiple of each selected company for which there was publicly available earnings before interest, taxes, depreciation and amortization (or “EBITDA”). In the disclosure statement associated with the Plan, which was confirmed by the Bankruptcy Court, we estimated a range of enterprise values between $270.0 million and $335.0 million , with a midpoint of $302.5 million . We deemed it appropriate to use the midpoint between the low end and high end of the range to determine the final enterprise value of $302.5 million utilized for fresh start accounting. The estimated enterprise value and the equity value are highly dependent on the achievement of the future financial results contemplated in the projections that were set forth in the Plan. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties. The primary assumptions for which there is a reasonable possibility of occurrence of a variation that would have significantly affected the reorganization value include the assumptions regarding revenue growth, operating expenses, the amount and timing of capital expenditures and the discount rate utilized. The following table reconciles the enterprise value to the estimated fair value of the Successor common stock, par value of $0.01 per share, as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Non-operating assets 14,400 Fair value of invested capital 331,898 Less: Fair value of First and Second Lien Term Loans (36,053 ) Less: Fair value of capital leases (5,654 ) Shareholders’ equity of Successor Company $ 290,191 Shares outstanding of Successor Company 11,696 Implied per share value $ 24.81 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Other non-operating assets 14,400 Fair value of invested capital 331,898 Plus: Current liabilities, excluding current portion of long-term debt 32,011 Plus: Non-current liabilities, excluding long-term debt 6,441 Reorganization value of Successor Assets $ 370,350 Warrants Pursuant to the Plan, on the Effective Date, we issued to the holders of the 2018 Notes and holders of certain claims relating to the rejection of executory contracts and unexpired leases 118,137 warrants with an exercise price of $39.82 and a term expiring seven years from the Effective Date. E ach warrant is exercisable for one share of our common stock, par value $0.01 . The warrants were recorded as derivative liabilities on the “Derivative warrant liability” line in the condensed consolidated balance sheet. At issuance, the warrants were recorded at fair value, which was computed using a Monte Carlo simulation model (Level 3). 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. See Note 8 and Note 11 for further discussion on the warrants and the assumptions used to calculate the fair value. Personal Property To estimate the fair value of personal property, such as machinery and equipment, we utilized a combination of the cost and market approaches. For assets valued via the cost approach, we applied trend indices from published sources to estimate reproduction cost if the asset was new. We then assigned valuation lives specific to each category of asset based on industry sources and our experience to assess physical and functional depreciation. For the assets valued via the market approach, such as trucks and tanks, we researched market values from published sources and reviewed comparable sales data and sales offers received to estimate fair value. Real Property The real property consists of land, buildings, and disposal wells . Real property was valued considering the three generally accepted approaches to value: cost, sales comparison and income capitalization. Due to the special-use nature of most of the real property, we relied on the cost and sales comparison approaches. To estimate the replacement cost if the real property was new and determine the economic life of the improvements, we utilized data provided by a valuation service. Depreciation estimates of the improvements were based on information obtained during physical inspections, discussions with building engineers, and general observations of the improvements’ condition. Land was valued as if it were vacant and available through application of the sales comparison approach. For commercial office properties that have leasing potential, we also utilized the income approach to estimate the values. Comparable rents and listing properties were researched an analyzed and adjusted to estimate market rents with the values derived from direct capitalization analysis. Intangible Assets The intangible assets were valued with a combination of the income and cost approach. In order to estimate the fair value of the customer relationships, we determined that the excess earnings method under the income approach was appropriate since the inherent value of this intangible asset lies in its ability to generate current and future income, as well as the fact that identifiable revenue streams could be estimated. We utilized the cost approach to value the other intangibles such the assembled workforce and disposal well permits. Consolidated Statement of Financial Position The following fresh start condensed consolidated balance sheet presents the implementation of the Plan and adoption of fresh start accounting as of July 31, 2017. The “Reorganization Adjustments” have been recorded within the condensed consolidated balance sheet to reflect the effects of the Plan, including discharge of liabilities subject to compromise. The “Fresh Start Adjustments” reflect the estimated fair value adjustments as a result of the adoption of fresh start accounting. Predecessor Reorganization Fresh Start Successor Company Adjustments Adjustments Company Assets Cash and cash equivalents $ 2,728 $ 4,465 A $ — $ 7,193 Restricted cash 8,011 (206 ) B — 7,805 Accounts receivable, net 27,535 — — 27,535 Inventories 3,935 — — 3,935 Prepaid expenses and other receivables 3,200 282 C — 3,482 Other current assets 924 (500 ) C — 424 Assets held for sale 631 3,913 D — 4,544 Total current assets 46,964 7,954 — 54,918 Property, plant and equipment, net 265,097 (8,678 ) D 30,869 P 287,288 Equity investments 59 — — 59 Intangibles, net 13,093 (763 ) D (11,723 ) Q 607 Goodwill — — 27,139 R 27,139 Other assets 339 — — 339 Total assets $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Liabilities and Shareholders’ Equity (Deficit) Accounts payable $ 6,331 $ 1,967 E $ — $ 8,298 Accrued liabilities 30,549 (12,168 ) F (298 ) S 18,083 Current contingent consideration — 1,000 G — 1,000 Current portion of long-term debt 41,007 (37,665 ) H — 3,342 Derivative warrant liability — 717 I — 717 Other current liabilities — 3,913 J — 3,913 Total current liabilities 77,887 (42,236 ) (298 ) 35,353 Deferred income taxes 472 — (314 ) T 158 Long-term debt 2,312 35,000 K 1,053 38,365 Long-term contingent consideration — — — — Other long-term liabilities 3,694 (461 ) L 3,050 U 6,283 Liabilities subject to compromise 480,595 (480,595 ) M — — Total liabilities 564,960 (488,292 ) 3,491 80,159 Commitments and contingencies Shareholders’ deficit: Common stock (Successor) — 117 N — 117 Additional paid-in-capital (Successor) — 290,074 N — 290,074 Common stock (Predecessor) 152 — (152 ) V — Additional paid-in capital (Predecessor) 1,408,324 — (1,408,324 ) V — Treasury stock (Predecessor) (19,810 ) — 19,810 V — (Accumulated deficit) retained earnings (1,628,074 ) 196,614 O 1,431,460 W — Total shareholders’ equity (deficit) (239,408 ) 486,805 42,794 290,191 Total liabilities and shareholders’ equity (deficit) $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Reorganization Adjustments A. Reflects the cash receipts (payments) from implementation of the Plan: Receipt of Successor First Lien Term Loan and Successor Second Lien Term Loan Proceeds $ 35,000 Payment of debtor in possession revolving facility, including accrued interest and fees (30,461 ) Payment of debtor in possession term loan interest (90 ) Cash payment in association with settlement of the 2018 Notes (350 ) Release of restricted cash to unrestricted cash 206 Refund of professional fees 160 Net Cash Receipts $ 4,465 B. Reflects the release of restricted cash to unrestricted cash. C. Reflects the reclassification of a rental security deposit to prepaid rent (or “Prepaid expenses and other receivables”) from “Other current assets” in connection with settlement of lease claims. Also included in “Other current assets” is the settlement for the lease rejection damages, see below: Reclassification of a rental security deposit to prepaid rent $ (282 ) Settlement for the lease rejection damages (218 ) Adjustment to Other current assets $ (500 ) D. As part of the Plan and settlement of claims, the $7.4 million note payable (or “the AWS Note”) that arose in connection with Appalachian Water Services, LLC (“AWS”), will be settled in exchange for the return of the water treatment facility in the Marcellus Shale area, including all assets related to the operations of the water treatment facility in “as-is, where-is” condition, together with $75,000 for reimbursement of certain costs and deferred maintenance. The adjustments reflect the reclassification of property, plant and equipment exchanged for the release of claims related to the AWS Note from “Property, plant and equipment, net” to “Assets held for sale,” as well as the write-off of intangibles associated with AWS. Elimination of property, plant and equipment related to AWS settlement $ (8,678 ) Elimination of intangible assets related to AWS settlement (763 ) Recognition of assets held for sale on the AWS settlement 3,913 Accrual of cash payment in connection with the AWS settlement (See F) (75 ) Loss on settlement of the AWS note payable $ (5,603 ) E. The reorganization adjustment to “Accounts payable” represents the reinstatement of the pre-petition accounts payable that was previously classified as “Liabilities subject to compromise.” F. The reorganization adjustment to “Accrued liabilities” are noted in the table below. Accrual of the $75,000 related to the AWS settlement $ 75 Write-off of short-term deferred rent related to the Scottsdale Headquarters lease (330 ) Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Decrease in accrued interest for DIP Facilities due to cash payment (263 ) Net decrease in Accrued liabilities $ (12,168 ) G. Reflects the contingent consideration due for the Ideal Oilfield Disposal LLC (“Ideal”) settlement. Of the remaining $1.0 million balance due, $0.5 million was paid in August 2017 subsequent to the Effective Date and the other $0.5 million is payable upon delivery of the required permits. H. Reflects the payment or conversion to equity of the Predecessor Company’s asset based lending facility and debtor in possession credit facilities in connection with emergence on the Effective Date. I. Reflects the recognition of the derivative warrant liability for the warrants issued in connection with the Plan. See Note 8 and Note 11 for further discussion on the warrants and the assumptions used to calculate the fair value. J. Reflects the reclassification of the AWS debt pending the surrender of the AWS assets classified as “Assets held for sale” pursuant to the Plan. K. Represents the new Successor First Lien Term Loan and Successor Second Lien Term Loan at fair value, net of debt issuance costs: Successor First Lien Term Loan at fair value $ 15,000 Successor Second Lien Term Loan at fair value 21,053 Debt issuance costs associated with the Successor Second Lien Term Loan (1,053 ) Fair Value of the Successor First Lien Term Loan and Successor Second Lien Term Loan, net of debt issuance costs $ 35,000 L. Reflects the write-off of long-term deferred rent associated with the Scottsdale headquarters lease which was rejected and settled as part of the chapter 11 filing. M. Liabilities subject to compromise were settled as follows in accordance with the Plan: Outstanding principal amount of 2018 Notes, net of discounts/premiums and debt issuance costs $ (40,020 ) Outstanding principal amount of 2021 Notes, net of discounts/premiums and debt issuance costs (347,658 ) Outstanding principal amount of Term Loan, net of discounts/premiums and debt issuance costs (78,264 ) Outstanding principal amount on the AWS note payable (3,913 ) Ideal original contingent consideration (8,500 ) Pre-petition accounts payable (1,967 ) Derivative warrant liability (273 ) Balance of Liabilities subject to compromise $ (480,595 ) Reinstatement of pre-petition accounts payable $ 1,967 Reinstatement of a portion of the Ideal contingent consideration pursuant to the settlement agreement 1,000 Reinstatement of the AWS note payable pursuant to the settlement agreement 3,913 Payment to the 2018 Noteholders pursuant to the Plan 350 Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Record the issuance of Successor common equity 290,191 Recoveries pursuant to the Plan $ 285,771 Net gain on debt discharge $ (194,824 ) N. Distribution of 11,695,580 Successor shares of common stock at a par value of $0.01 per share: Record issuance of shares of Successor common stock at par value of $0.01 per share $ 117 Record additional paid-in capital from the issuance of Successor common stock 290,074 Fair value of Successor common equity $ 290,191 O. Reflects the cumulative impact of the reorganization adjustments on “(Accumulated deficit) retained earnings” discussed above: Net gain on debt discharge $ 194,824 Loss on settlement of the AWS note payable (5,603 ) Write-off of a portion of the Ideal contingent consideration due to settlement 7,500 Settlement of the lease rejection claim associated with the Scottsdale Headquarters lease (218 ) Write-off of the deferred rent associated with the Scottsdale Headquarters lease 790 Issuance of warrants to the 2018 Noteholders and other parties pursuant to the Plan (717 ) Refund of professional fees 160 Professional fees related to the reorganization under the Plan (122 ) Net retained earnings impact resulting from implementation of the Plan $ 196,614 Fresh Start Adjustments P. Reflects the increase in net book value of property, plant and equipment to estimated fair value. The following table summarizes the components of property, plant and equipment, net as of July 31, 2017 of the Predecessor Company and the Successor Company: Successor Predecessor Land $ 10,779 $ 11,495 Buildings 29,349 27,145 Building, leasehold and land improvements 8,690 10,724 Pipelines 66,962 58,533 Disposal wells 41,195 20,872 Landfill 4,500 20,539 Machinery and equipment 16,724 20,169 Equipment under capital leases 10,045 6,499 Motor vehicles and trailers 55,333 34,069 Rental equipment 36,748 46,300 Office equipment 3,046 1,954 Construction in process 3,917 6,798 Property, plant and equipment, net $ 287,288 $ 265,097 Q. Reflects the reduction in net book value of intangible assets to estimated fair value. R. The adjustment represents the reorganization value of assets in excess of amounts allocated to identified tangible and intangible assets as follows: Reorganization value of Successor assets $ 370,350 Less: Fair value of Successor assets (excluding goodwill) 343,211 Reorganization value of Successor assets in excess of fair value - Successor Goodwill $ 27,139 The Successor goodwill by segment is $4.9 million for the Rocky Mountain division, $19.5 million for the Northeast division, and $2.7 million for the Southern division. Upon emergence, we have determined that our goodwill will be tested for impairment annually at October 1st and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. S. Reflects an adjustment to Accrued liabilities to adjust the environmental liabilities to estimated fair value. T. Reflects the impact of the reorganization and fresh start adjustments on deferred taxes. U. Reflects the adjustment to increase the net book value of asset retirement obligations to estimated fair value. V. Reflects the cancellation of Predecessor equity to (Accumulated deficit) retained earnings. W. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on (Accumulated deficit) retained earnings as follows: Property, plant and equipment fair value adjustment $ 30,869 Intangible assets fair value adjustment (11,723 ) Reorganization value in excess of amounts allocable to identified assets - Successor goodwill 27,139 Asset retirement obligation fair value adjustment (3,050 ) Environmental liability fair value adjustment 298 Recording the fair value of debt issuance costs for the new Successor First Lien Term Loan and Successor Second Lien Term Loan (1,053 ) Adjustment to deferred income taxes 314 Change in assets and liabilities resulting from fresh start adjustments $ 42,794 Elimination of Predecessor common stock to (accumulated deficit) retained earnings $ 152 Elimination of Predecessor additional paid-in capital to (accumulated deficit) retained earnings 1,408,324 Elimination of Predecessor treasury stock to (accumulated deficit) retained earnings (19,810 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,460 Reorganization Items, net Reorganization items, net represents liabilities settled, net of amounts incurred subsequent to the chapter 11 filing as a direct result of the Plan and are classified as “Reorganization items, net” in our Condensed Consolidated Statement of Operations. The following table summarizes reorganization items, net for the two months ended September 30, 2017, and the one and seven months ended July 31, 2017: Successor Predecessor Two Months Ended One Month Ended Seven Months Ended September 30, July 31, July 31, 2017 2017 2017 Net gain on debt discharge $ — $ 194,824 $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 42,794 Settlement of the AWS note payable — (5,603 ) (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) (717 ) Professional and insurance fees (2,026 ) (4,979 ) (9,090 ) DIP credit agreement financing costs 3,962 (4,657 ) (5,702 ) Retention bonus payments (1,406 ) (258 ) (806 ) Other costs — 7,794 7,794 Reorganization items, net $ 530 $ 229,198 $ 223,494 |
Fresh Start Accounting
Fresh Start Accounting | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
Fresh Start Accounting | Emergence from Chapter 11 Reorganization 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. On July 25, 2017, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On July 26, 2017, David Hargreaves, an individual holder of our pre-Effective Date 9.875% Senior Notes due 2018 (the “2018 Notes”), appealed the Confirmation Order to the District Court for the District of Delaware (the “District Court”) and filed a motion for a stay pending appeal from the District Court. On August 3, 2017, the District Court entered an order denying the motion for a stay pending appeal. Notwithstanding the denial of the motion for stay pending appeal, Hargreaves’ appeal remains pending in the District Court. The Nuverra Parties emerged from the bankruptcy proceedings on the Effective Date. Although the Nuverra Parties emerged from bankruptcy on the Effective Date, the bankruptcy cases will remain pending until closed by the Bankruptcy Court. On the Effective Date, the Company: • Adopted a Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of the Company; • Appointed three new members to the Company’s Board of Directors to replace the directors of the Company who were deemed to have resigned on the Effective Date; • Entered into a new $45.0 million First Lien Credit Agreement by and among the lenders party thereto (the “Credit Agreement Lenders”), ACF FinCo I, LP, as administrative agent (“Credit Agreement Agent”), and the Company, pursuant to which the Credit Agreement Lenders agreed to extend the Company a $30.0 million senior secured revolving credit facility (the “Successor Revolving Facility”) and a $15.0 million senior secured term loan facility (the “Successor First Lien Term Loan”); • Entered into a new $26.8 million Second Lien Term Loan Credit Agreement by and among the lenders party thereto (the “Second Lien Term Loan Lenders”), Wilmington Savings Fund Society, FSB (“Wilmington”), as administrative agent (the “Second Lien Term Loan Agent”), and the Company, pursuant to which the Second Lien Term Loan Lenders extended the Company a $26.8 million second lien term loan facility (the “Successor Second Lien Term Loan”); • Issued 7,900,000 shares of common stock of the reorganized Company to the holders of the Company’s 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”); • Issued 100,000 shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan); • Issued 3,695,580 shares of common stock of the reorganized Company to holders of Supporting Noteholder Term Loan Claims (as defined in the Plan) and to the Credit Agreement Lenders for the Exit Financing Commitment Fee (as defined in the Plan); • Issued 118,137 warrants to purchase common stock of the reorganized Company, with an exercise price of $39.82 per share and an exercise term expiring seven years from the Effective Date; • Entered into a Registration Rights Agreement with certain holders of the reorganized Company’s common stock party thereto; • Entered into a Warrant Agreement with American Stock Transfer & Trust Company LLC, the Company’s transfer agent; • Paid in full in cash all administrative expense claims, priority tax claims, priority claims, and debtor in possession revolving credit facility claims; • Paid all undisputed, non-contingent customer, vendor, or other obligations not specifically compromised under the Plan; and • Assumed Mark D. Johnsrud’s, the Company’s Chairman and Chief Executive Officer, Second Amended and Restated Employment Agreement, dated April 28, 2017 and entered into an Amended and Restated Employment Agreement with Joseph M. Crabb, the Company’s Executive Vice President and Chief Legal Officer. On the Effective Date, all of the following agreements, and all outstanding interests and obligations thereunder, were terminated: • Amended and Restated Credit Agreement, as amended through the Fourteenth Amendment thereto, dated as of February 3, 2014, by and among Wells Fargo Bank, National Association (“Wells Fargo”), the lenders named therein, and the Company (the “Predecessor Revolving Facility”); • Term Loan Credit Agreement, as amended through the Ninth Amendment thereto, dated as of April 15, 2016, by and among Wilmington, the lenders named therein, and the Company (the “Predecessor Term Loan”); • Indenture governing the Company’s 2018 Notes, dated April 10, 2012, among the Company, its subsidiaries, and The Bank of New York Mellon, N.A.; • Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto; • Debtor-in-Possession Credit Agreement, dated as of April 30, 2017 and effective as of May 3, 2017, by and among the Company, the lenders party thereto, Wells Fargo, and other agents party thereto; and • Debtor-in-Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, the lenders party thereto, and Wilmington. In addition, on the Effective Date, pursuant to the Plan, (i) all shares of the Company’s pre-Effective Date common stock and all other previously issued and outstanding equity interests in the Company, and any rights of any holder in respect thereof, were canceled and discharged and (ii) all agreements, instruments, and other documents evidencing, relating to or connected with the Company’s pre-Effective Date common stock and all other previously issued and outstanding equity interests of the Company, and any rights of any holder in respect thereof, were canceled and discharged and of no further force or effect. As a result of the cancellation of the Company’s pre-Effective Date common stock on the Effective Date, the Company’s pre-Effective Date common stock ceased trading on the OTC Pink Marketplace under the symbol “NESCQ.” On October 12, 2017, the Company’s post-Effective Date common stock was listed and began trading on the NYSE American Stock Exchange under the symbol “NES.” See “Risks Related to our Common Stock” on page 58 of this Quarterly Report. The foregoing is a summary of the substantive provisions of the Plan and the transactions related to and contemplated thereunder and is not intended to be a complete description of, or a substitute for, a full and complete reading of, the Plan and the other documents referred to above. Fresh Start Accounting In connection with our emergence from chapter 11 on the Effective Date, we applied the provisions of fresh start accounting, pursuant to FASB ASC 852, Reorganizations (“ASC 852”), to our consolidated financial statements. We qualified for fresh start accounting as (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity and (ii) the reorganization value of our assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh start accounting be applied when the Bankruptcy Court enters the Confirmation Order confirming the Plan, or as of a later date when all material conditions precedent to the effectiveness of the Plan are resolved, which for us was August 7, 2017. We elected to apply fresh start accounting effective July 31, 2017, to coincide with the timing of our normal accounting period close. We evaluated the events between July 31, 2017 and August 7, 2017 and concluded that the use of an accounting convenience date of July 31, 2017 did not have a material impact on our results of operations or financial position. The implementation of the Plan and the application of fresh start accounting materially changed the carrying amounts and classifications reported in our condensed consolidated financial statements and resulted in a new entity for financial reporting purposes. As a result, the financial statements after July 31, 2017 are not comparable with the financial statements on and prior to July 31, 2017. Fresh start accounting reflects the value of the Successor Company as determined in the confirmed Plan. Under fresh start accounting, asset values are remeasured and allocated based on their respective fair values in conformity with the purchase method of accounting for business combinations in FASB ASC 805, Business Combinations . Liabilities existing as of the Effective Date, other than deferred taxes, were recorded at the present value of amounts expected to be paid using appropriate risk adjusted interest rates. Deferred taxes were determined in conformity with applicable accounting standards. Predecessor accumulated depreciation, accumulated amortization, and accumulated deficit were eliminated. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities. The excess reorganization value over the fair value of identified tangible and intangible assets is reported as goodwill. Reorganization Value Under ASC 852, the Successor Company must determine a value to be assigned to the equity of the emerging company as of the date of adoption of fresh start accounting. To facilitate this calculation, we estimated the enterprise value of the Successor Company by relying equally on a discounted cash flow (or “DCF”) analysis under the income approach and the guideline public company method under the market approach. Enterprise value represents the fair value of an entity’s interest-bearing debt and stockholders’ equity. To estimate enterprise value utilizing the DCF method, we established an estimate of future cash flows for the period ranging from 2017 to 2023 and discounted the estimated future cash flows to present value. The expected cash flows for the period 2017 to 2021 were based on the financial projections and assumptions utilized in the disclosure statement. The expected cash flows for the period 2022 to 2023 were derived from earnings forecasts and assumptions regarding growth and margin projections, as applicable. A terminal value was included based on the cash flow of the final year of the forecast period. The discount rate of 11.3% was estimated based on an after-tax weighted average cost of capital (or “WACC”) reflecting the rate of return that would be expected by a market participant. The WACC also takes into consideration a company specific risk premium reflecting the risk associated with the overall uncertainty of the financial projections used to estimate future cash flows. The guideline public company analysis identified a group of comparable companies that have operating and financial characteristics comparable in certain respects to us, including comparable lines of business, business risks and market presence. Under this methodology, certain financial multiples and ratios that measure financial performance and value are calculated for each se lected company and then compared to the implied multiples from the DCF analysis. We considered enterprise value as a multiple of each selected company for which there was publicly available earnings before interest, taxes, depreciation and amortization (or “EBITDA”). In the disclosure statement associated with the Plan, which was confirmed by the Bankruptcy Court, we estimated a range of enterprise values between $270.0 million and $335.0 million , with a midpoint of $302.5 million . We deemed it appropriate to use the midpoint between the low end and high end of the range to determine the final enterprise value of $302.5 million utilized for fresh start accounting. The estimated enterprise value and the equity value are highly dependent on the achievement of the future financial results contemplated in the projections that were set forth in the Plan. The estimates and assumptions made in the valuation are inherently subject to significant uncertainties. The primary assumptions for which there is a reasonable possibility of occurrence of a variation that would have significantly affected the reorganization value include the assumptions regarding revenue growth, operating expenses, the amount and timing of capital expenditures and the discount rate utilized. The following table reconciles the enterprise value to the estimated fair value of the Successor common stock, par value of $0.01 per share, as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Non-operating assets 14,400 Fair value of invested capital 331,898 Less: Fair value of First and Second Lien Term Loans (36,053 ) Less: Fair value of capital leases (5,654 ) Shareholders’ equity of Successor Company $ 290,191 Shares outstanding of Successor Company 11,696 Implied per share value $ 24.81 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Other non-operating assets 14,400 Fair value of invested capital 331,898 Plus: Current liabilities, excluding current portion of long-term debt 32,011 Plus: Non-current liabilities, excluding long-term debt 6,441 Reorganization value of Successor Assets $ 370,350 Warrants Pursuant to the Plan, on the Effective Date, we issued to the holders of the 2018 Notes and holders of certain claims relating to the rejection of executory contracts and unexpired leases 118,137 warrants with an exercise price of $39.82 and a term expiring seven years from the Effective Date. E ach warrant is exercisable for one share of our common stock, par value $0.01 . The warrants were recorded as derivative liabilities on the “Derivative warrant liability” line in the condensed consolidated balance sheet. At issuance, the warrants were recorded at fair value, which was computed using a Monte Carlo simulation model (Level 3). 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. See Note 8 and Note 11 for further discussion on the warrants and the assumptions used to calculate the fair value. Personal Property To estimate the fair value of personal property, such as machinery and equipment, we utilized a combination of the cost and market approaches. For assets valued via the cost approach, we applied trend indices from published sources to estimate reproduction cost if the asset was new. We then assigned valuation lives specific to each category of asset based on industry sources and our experience to assess physical and functional depreciation. For the assets valued via the market approach, such as trucks and tanks, we researched market values from published sources and reviewed comparable sales data and sales offers received to estimate fair value. Real Property The real property consists of land, buildings, and disposal wells . Real property was valued considering the three generally accepted approaches to value: cost, sales comparison and income capitalization. Due to the special-use nature of most of the real property, we relied on the cost and sales comparison approaches. To estimate the replacement cost if the real property was new and determine the economic life of the improvements, we utilized data provided by a valuation service. Depreciation estimates of the improvements were based on information obtained during physical inspections, discussions with building engineers, and general observations of the improvements’ condition. Land was valued as if it were vacant and available through application of the sales comparison approach. For commercial office properties that have leasing potential, we also utilized the income approach to estimate the values. Comparable rents and listing properties were researched an analyzed and adjusted to estimate market rents with the values derived from direct capitalization analysis. Intangible Assets The intangible assets were valued with a combination of the income and cost approach. In order to estimate the fair value of the customer relationships, we determined that the excess earnings method under the income approach was appropriate since the inherent value of this intangible asset lies in its ability to generate current and future income, as well as the fact that identifiable revenue streams could be estimated. We utilized the cost approach to value the other intangibles such the assembled workforce and disposal well permits. Consolidated Statement of Financial Position The following fresh start condensed consolidated balance sheet presents the implementation of the Plan and adoption of fresh start accounting as of July 31, 2017. The “Reorganization Adjustments” have been recorded within the condensed consolidated balance sheet to reflect the effects of the Plan, including discharge of liabilities subject to compromise. The “Fresh Start Adjustments” reflect the estimated fair value adjustments as a result of the adoption of fresh start accounting. Predecessor Reorganization Fresh Start Successor Company Adjustments Adjustments Company Assets Cash and cash equivalents $ 2,728 $ 4,465 A $ — $ 7,193 Restricted cash 8,011 (206 ) B — 7,805 Accounts receivable, net 27,535 — — 27,535 Inventories 3,935 — — 3,935 Prepaid expenses and other receivables 3,200 282 C — 3,482 Other current assets 924 (500 ) C — 424 Assets held for sale 631 3,913 D — 4,544 Total current assets 46,964 7,954 — 54,918 Property, plant and equipment, net 265,097 (8,678 ) D 30,869 P 287,288 Equity investments 59 — — 59 Intangibles, net 13,093 (763 ) D (11,723 ) Q 607 Goodwill — — 27,139 R 27,139 Other assets 339 — — 339 Total assets $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Liabilities and Shareholders’ Equity (Deficit) Accounts payable $ 6,331 $ 1,967 E $ — $ 8,298 Accrued liabilities 30,549 (12,168 ) F (298 ) S 18,083 Current contingent consideration — 1,000 G — 1,000 Current portion of long-term debt 41,007 (37,665 ) H — 3,342 Derivative warrant liability — 717 I — 717 Other current liabilities — 3,913 J — 3,913 Total current liabilities 77,887 (42,236 ) (298 ) 35,353 Deferred income taxes 472 — (314 ) T 158 Long-term debt 2,312 35,000 K 1,053 38,365 Long-term contingent consideration — — — — Other long-term liabilities 3,694 (461 ) L 3,050 U 6,283 Liabilities subject to compromise 480,595 (480,595 ) M — — Total liabilities 564,960 (488,292 ) 3,491 80,159 Commitments and contingencies Shareholders’ deficit: Common stock (Successor) — 117 N — 117 Additional paid-in-capital (Successor) — 290,074 N — 290,074 Common stock (Predecessor) 152 — (152 ) V — Additional paid-in capital (Predecessor) 1,408,324 — (1,408,324 ) V — Treasury stock (Predecessor) (19,810 ) — 19,810 V — (Accumulated deficit) retained earnings (1,628,074 ) 196,614 O 1,431,460 W — Total shareholders’ equity (deficit) (239,408 ) 486,805 42,794 290,191 Total liabilities and shareholders’ equity (deficit) $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Reorganization Adjustments A. Reflects the cash receipts (payments) from implementation of the Plan: Receipt of Successor First Lien Term Loan and Successor Second Lien Term Loan Proceeds $ 35,000 Payment of debtor in possession revolving facility, including accrued interest and fees (30,461 ) Payment of debtor in possession term loan interest (90 ) Cash payment in association with settlement of the 2018 Notes (350 ) Release of restricted cash to unrestricted cash 206 Refund of professional fees 160 Net Cash Receipts $ 4,465 B. Reflects the release of restricted cash to unrestricted cash. C. Reflects the reclassification of a rental security deposit to prepaid rent (or “Prepaid expenses and other receivables”) from “Other current assets” in connection with settlement of lease claims. Also included in “Other current assets” is the settlement for the lease rejection damages, see below: Reclassification of a rental security deposit to prepaid rent $ (282 ) Settlement for the lease rejection damages (218 ) Adjustment to Other current assets $ (500 ) D. As part of the Plan and settlement of claims, the $7.4 million note payable (or “the AWS Note”) that arose in connection with Appalachian Water Services, LLC (“AWS”), will be settled in exchange for the return of the water treatment facility in the Marcellus Shale area, including all assets related to the operations of the water treatment facility in “as-is, where-is” condition, together with $75,000 for reimbursement of certain costs and deferred maintenance. The adjustments reflect the reclassification of property, plant and equipment exchanged for the release of claims related to the AWS Note from “Property, plant and equipment, net” to “Assets held for sale,” as well as the write-off of intangibles associated with AWS. Elimination of property, plant and equipment related to AWS settlement $ (8,678 ) Elimination of intangible assets related to AWS settlement (763 ) Recognition of assets held for sale on the AWS settlement 3,913 Accrual of cash payment in connection with the AWS settlement (See F) (75 ) Loss on settlement of the AWS note payable $ (5,603 ) E. The reorganization adjustment to “Accounts payable” represents the reinstatement of the pre-petition accounts payable that was previously classified as “Liabilities subject to compromise.” F. The reorganization adjustment to “Accrued liabilities” are noted in the table below. Accrual of the $75,000 related to the AWS settlement $ 75 Write-off of short-term deferred rent related to the Scottsdale Headquarters lease (330 ) Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Decrease in accrued interest for DIP Facilities due to cash payment (263 ) Net decrease in Accrued liabilities $ (12,168 ) G. Reflects the contingent consideration due for the Ideal Oilfield Disposal LLC (“Ideal”) settlement. Of the remaining $1.0 million balance due, $0.5 million was paid in August 2017 subsequent to the Effective Date and the other $0.5 million is payable upon delivery of the required permits. H. Reflects the payment or conversion to equity of the Predecessor Company’s asset based lending facility and debtor in possession credit facilities in connection with emergence on the Effective Date. I. Reflects the recognition of the derivative warrant liability for the warrants issued in connection with the Plan. See Note 8 and Note 11 for further discussion on the warrants and the assumptions used to calculate the fair value. J. Reflects the reclassification of the AWS debt pending the surrender of the AWS assets classified as “Assets held for sale” pursuant to the Plan. K. Represents the new Successor First Lien Term Loan and Successor Second Lien Term Loan at fair value, net of debt issuance costs: Successor First Lien Term Loan at fair value $ 15,000 Successor Second Lien Term Loan at fair value 21,053 Debt issuance costs associated with the Successor Second Lien Term Loan (1,053 ) Fair Value of the Successor First Lien Term Loan and Successor Second Lien Term Loan, net of debt issuance costs $ 35,000 L. Reflects the write-off of long-term deferred rent associated with the Scottsdale headquarters lease which was rejected and settled as part of the chapter 11 filing. M. Liabilities subject to compromise were settled as follows in accordance with the Plan: Outstanding principal amount of 2018 Notes, net of discounts/premiums and debt issuance costs $ (40,020 ) Outstanding principal amount of 2021 Notes, net of discounts/premiums and debt issuance costs (347,658 ) Outstanding principal amount of Term Loan, net of discounts/premiums and debt issuance costs (78,264 ) Outstanding principal amount on the AWS note payable (3,913 ) Ideal original contingent consideration (8,500 ) Pre-petition accounts payable (1,967 ) Derivative warrant liability (273 ) Balance of Liabilities subject to compromise $ (480,595 ) Reinstatement of pre-petition accounts payable $ 1,967 Reinstatement of a portion of the Ideal contingent consideration pursuant to the settlement agreement 1,000 Reinstatement of the AWS note payable pursuant to the settlement agreement 3,913 Payment to the 2018 Noteholders pursuant to the Plan 350 Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Record the issuance of Successor common equity 290,191 Recoveries pursuant to the Plan $ 285,771 Net gain on debt discharge $ (194,824 ) N. Distribution of 11,695,580 Successor shares of common stock at a par value of $0.01 per share: Record issuance of shares of Successor common stock at par value of $0.01 per share $ 117 Record additional paid-in capital from the issuance of Successor common stock 290,074 Fair value of Successor common equity $ 290,191 O. Reflects the cumulative impact of the reorganization adjustments on “(Accumulated deficit) retained earnings” discussed above: Net gain on debt discharge $ 194,824 Loss on settlement of the AWS note payable (5,603 ) Write-off of a portion of the Ideal contingent consideration due to settlement 7,500 Settlement of the lease rejection claim associated with the Scottsdale Headquarters lease (218 ) Write-off of the deferred rent associated with the Scottsdale Headquarters lease 790 Issuance of warrants to the 2018 Noteholders and other parties pursuant to the Plan (717 ) Refund of professional fees 160 Professional fees related to the reorganization under the Plan (122 ) Net retained earnings impact resulting from implementation of the Plan $ 196,614 Fresh Start Adjustments P. Reflects the increase in net book value of property, plant and equipment to estimated fair value. The following table summarizes the components of property, plant and equipment, net as of July 31, 2017 of the Predecessor Company and the Successor Company: Successor Predecessor Land $ 10,779 $ 11,495 Buildings 29,349 27,145 Building, leasehold and land improvements 8,690 10,724 Pipelines 66,962 58,533 Disposal wells 41,195 20,872 Landfill 4,500 20,539 Machinery and equipment 16,724 20,169 Equipment under capital leases 10,045 6,499 Motor vehicles and trailers 55,333 34,069 Rental equipment 36,748 46,300 Office equipment 3,046 1,954 Construction in process 3,917 6,798 Property, plant and equipment, net $ 287,288 $ 265,097 Q. Reflects the reduction in net book value of intangible assets to estimated fair value. R. The adjustment represents the reorganization value of assets in excess of amounts allocated to identified tangible and intangible assets as follows: Reorganization value of Successor assets $ 370,350 Less: Fair value of Successor assets (excluding goodwill) 343,211 Reorganization value of Successor assets in excess of fair value - Successor Goodwill $ 27,139 The Successor goodwill by segment is $4.9 million for the Rocky Mountain division, $19.5 million for the Northeast division, and $2.7 million for the Southern division. Upon emergence, we have determined that our goodwill will be tested for impairment annually at October 1st and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. S. Reflects an adjustment to Accrued liabilities to adjust the environmental liabilities to estimated fair value. T. Reflects the impact of the reorganization and fresh start adjustments on deferred taxes. U. Reflects the adjustment to increase the net book value of asset retirement obligations to estimated fair value. V. Reflects the cancellation of Predecessor equity to (Accumulated deficit) retained earnings. W. Reflects the cumulative impact of the fresh start accounting adjustments discussed above on (Accumulated deficit) retained earnings as follows: Property, plant and equipment fair value adjustment $ 30,869 Intangible assets fair value adjustment (11,723 ) Reorganization value in excess of amounts allocable to identified assets - Successor goodwill 27,139 Asset retirement obligation fair value adjustment (3,050 ) Environmental liability fair value adjustment 298 Recording the fair value of debt issuance costs for the new Successor First Lien Term Loan and Successor Second Lien Term Loan (1,053 ) Adjustment to deferred income taxes 314 Change in assets and liabilities resulting from fresh start adjustments $ 42,794 Elimination of Predecessor common stock to (accumulated deficit) retained earnings $ 152 Elimination of Predecessor additional paid-in capital to (accumulated deficit) retained earnings 1,408,324 Elimination of Predecessor treasury stock to (accumulated deficit) retained earnings (19,810 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,460 Reorganization Items, net Reorganization items, net represents liabilities settled, net of amounts incurred subsequent to the chapter 11 filing as a direct result of the Plan and are classified as “Reorganization items, net” in our Condensed Consolidated Statement of Operations. The following table summarizes reorganization items, net for the two months ended September 30, 2017, and the one and seven months ended July 31, 2017: Successor Predecessor Two Months Ended One Month Ended Seven Months Ended September 30, July 31, July 31, 2017 2017 2017 Net gain on debt discharge $ — $ 194,824 $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 42,794 Settlement of the AWS note payable — (5,603 ) (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) (717 ) Professional and insurance fees (2,026 ) (4,979 ) (9,090 ) DIP credit agreement financing costs 3,962 (4,657 ) (5,702 ) Retention bonus payments (1,406 ) (258 ) (806 ) Other costs — 7,794 7,794 Reorganization items, net $ 530 $ 229,198 $ 223,494 |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 30, 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 two months ended September 30, 2017, and the three and nine months ended September 30, 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. Accordingly, for the two months ended September 30, 2017, and the three and nine month periods ended September 30, 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 tables present the calculation of basic and diluted net loss per common share, as well as the potentially dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Successor Predecessor Two Months Ended One Month Ended Three Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Numerator: Net (loss) income $ (16,993 ) $ 224,160 $ (38,396 ) Denominator: Weighted average shares—basic 11,696 150,951 129,669 Common stock equivalents — 6,443 — Weighted average shares—diluted 11,696 157,394 129,669 Earnings per common share: Net (loss) income per basic common share $ (1.45 ) $ 1.48 $ (0.30 ) Net (loss) income per diluted common share $ (1.45 ) $ 1.42 $ (0.30 ) Dilutive stock-based awards excluded: Stock options — — — Restricted stock awards and units — — — Warrants — — 21,304 Total — — 21,304 Anti-dilutive stock-based awards excluded: 828 576 880 Successor Predecessor Two Months Ended Seven Months Ended Nine Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Numerator: (Loss) income from continuing operations $ (16,993 ) $ 168,611 (106,305 ) Loss from discontinued operations — — (1,235 ) Net (loss) income $ (16,993 ) $ 168,611 $ (107,540 ) Denominator: Weighted average shares—basic 11,696 150,940 75,291 Common stock equivalents — 23,364 — Weighted average shares—diluted 11,696 174,304 75,291 Earnings per common share: Basic (loss) income from continuing operations $ (1.45 ) $ 1.12 $ (1.41 ) Basic loss from discontinued operations — — (0.02 ) Net (loss) income per basic common share $ (1.45 ) $ 1.12 $ (1.43 ) Diluted (loss) income from continuing operations $ (1.45 ) $ 0.97 $ (1.41 ) Diluted loss from discontinued operations — — (0.02 ) Net (loss) income per diluted common share $ (1.45 ) $ 0.97 $ (1.43 ) Dilutive stock-based awards excluded: Stock options — — — Restricted stock awards and units — — — Warrants — — 10,065 Total — — 10,065 Anti-dilutive stock-based awards excluded: 828 593 987 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: Successor Predecessor September 30, 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 $ — $ — $ — 0 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 608 (19 ) 589 6.4 1,269 (612 ) 657 4.1 Customer contracts — — — 0 17,352 (7,201 ) 10,151 9.8 $ 608 $ (19 ) $ 589 6.4 $ 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. |
Assets Held for Sale and Impair
Assets Held for Sale and Impairment | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Assets Held for Sale and Impairment | Assets Held for Sale and Impairment Assets Held for Sale During the two months ended September 30, 2017 , management approved plans to sell certain underutilized assets located in the Rocky Mountain and Southern divisions. We began to actively market these assets, which we expect to sell within one year. In accordance with applicable accounting guidance, the assets were recorded at the lower of net book value or fair value less costs to sell. Upon reclassification we ceased to recognize depreciation expense on the assets. As the fair value of the assets reclassified as held for sale during the quarter was lower than its net book value, an impairment charge of $2.4 million was recognized during the two months ended September 30, 2017, and is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. Of the $2.4 million recorded during the two months ended September 30, 2017, $2.2 million related to the Rocky Mountain division and $0.2 million related to the Southern division. As the AWS Note settlement, which was referenced in Note 4 and is discussed in more detail in Note 15 , was not consummated as of September 30, 2017, approximately $3.9 million of assets for AWS are included in the assets held for sale balance as of September 30, 2017. We expect to complete the settlement, including the transfer of assets, during the fourth quarter of 2017. During the nine months ended September 30, 2016, management approved plans to sell certain assets located in both the Northeast and Southern divisions, including trucks, tanks, and a parcel of land, which we expected to sell within one year. The assets were recorded at the lower of net book value or fair value less costs to sell which resulted in an impairment charge of $2.1 million during the three months ended September 30, 2016, and is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. The $2.1 million recorded during the three months ended September 30, 2016 related to the Southern division. As a result of classifying assets as held for sale in 2016, we recorded total impairment charges of $4.8 million during the nine months ended September 30, 2016, which included $2.7 million recorded during the three months ended June 30, 2016, with $2.4 million for the Northeast division and $0.3 million for the Southern division. The fair value of the assets was measured using third party quoted prices for similar assets (Level 3). Impairment of Long-Lived Assets Long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Due to sales of underutilized or non-core assets as a result of lower oil prices and decreased activities by our customers, in addition to lower capital spending over the last several years, there were indicators that the carrying value of our assets may not be recoverable during the three months ended September 30, 2016. There were no impairment indicators as of September 30, 2017. Our impairment review during the three months ended September 30, 2016 concluded that the carrying value of the Haynesville and Marcellus asset groups were not recoverable as the carrying value exceeded our estimate of future undiscounted cash flows for these two basins. As a result, we recorded an impairment charge for the Marcellus asset group (Northeast division) of $5.7 million during the three months ended September 30, 2016 as the carrying value exceeded fair value. No impairment charge was necessary for the Haynesville asset group as the fair value was greater than the carrying value. The fair value of our asset groups was determined primarily using the cost and market approaches (Level 3). If the decrease in demand for our services continues for a prolonged period of time, or if we make downward adjustments to our projections, our actual cash flows could be less than our estimated cash flows, which could result in future impairment charges for long-lived assets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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: Successor Predecessor September 30, 2017 December 31, 2016 Derivative warrant liability $ 857 $ 4,298 Contingent consideration 500 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 typically includes 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. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. Additionally, on the Effective Date, pursuant to the Plan we issued to the holders of the 2018 Notes and holders of certain claims relating to the rejection of executory contracts and unexpired leases 118,137 warrants with an exercise price of $39.82 and a term expiring seven years from the Effective Date. E ach warrant is exercisable for one share of our common stock, par value $0.01 . The warrants issued under the Successor Company were also determined to be derivative liabilities. 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 September 30, 2017 and December 31, 2016 . Successor Predecessor September 30, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 140 (3,311 ) Balance at end of period $ 857 $ 4,298 Contingent Consideration We are liable for contingent consideration payments in connection with an acquisition. The fair value of the contingent consideration obligation was determined using a probability-weighted income approach at the acquisition date and is 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 obligation is based. We had 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 would be issued within one year, and as such presented the $8.5 million contingent consideration liability related to the Ideal acquisition as “Long-term contingent consideration” in the condensed consolidated balance sheet as of December 31, 2016. On June 28, 2017, certain of the Nuverra Parties filed a motion with the Bankruptcy Court seeking authorization to resolve unsecured claims related to the $8.5 million contingent consideration from the Ideal acquisition (the “Ideal Settlement”). On July 11, 2017, the Bankruptcy Court entered an order authorizing the Ideal Settlement. Pursuant to the approved settlement terms, the $8.5 million contingent claim was replaced with an obligation on the part of the applicable Nuverra Party to transfer $0.5 million to the counterparties to the Ideal Settlement upon emergence from chapter 11, and $0.5 million when the Ideal Settlement counterparties deliver the required permits and certificates necessary for the issuance of the second special waste disposal permit. The $0.5 million due upon emergence from chapter 11 was paid during the two months ended September 30, 2017. The remaining $0.5 million due when the counterparties deliver the required permits and certificates necessary for the issuance of the second special waste disposal permit has been classified as current, as these permits and certificates are expected to be received within one year. Changes to the fair value of contingent consideration are recorded as “Other (expense) 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 two months ended September 30, 2017, seven months ended July 31, 2017, and the year ended December 31, 2016 were as follows: Successor Predecessor Two Months Ended Seven Months Ended Year Ended September 30, 2017 July 31, 2017 December 31, 2016 Balance at beginning of period $ 1,000 $ 8,500 $ 8,628 Cash payments (500 ) — — Changes in fair value of contingent consideration, net — — (128 ) Write-off contingent consideration due to settlement in chapter 11 — (7,500 ) — Balance at end of period 500 1,000 8,500 Less: current portion (500 ) (1,000 ) — Long-term contingent consideration $ — $ — $ 8,500 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at September 30, 2017 and December 31, 2016 : Successor Predecessor September 30, 2017 December 31, 2016 Accrued payroll and employee benefits $ 2,136 $ 2,432 Accrued insurance 2,746 3,887 Accrued legal and environmental costs 5,360 3,570 Accrued taxes 1,804 1,458 Accrued interest 232 4,699 Accrued operating costs 4,312 1,255 Accrued other 1,011 1,486 Total accrued liabilities $ 17,601 $ 18,787 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at September 30, 2017 and December 31, 2016 : Successor Predecessor September 30, 2017 December 31, 2016 Interest Rate Maturity Date Fair Value of Debt (h) Carrying Value of Debt Carrying Value of Debt Predecessor Revolving Facility (a) 6.15% Mar. 2017 $ — $ — $ 22,679 Successor Revolving Facility (b) 6.57% Aug. 2020 — — — 2018 Notes (c) 9.875% Apr. 2018 — — 40,436 2021 Notes (d) 10.00% Apr. 2021 — — 351,294 Predecessor Term Loan (e) 13.00% Apr. 2018 — — 60,711 Successor First Lien Term Loan (j) 8.57% Aug. 2020 14,821 14,821 — Successor Second Lien Term Loan (j) 11.00% Feb 2021 20,967 20,967 — Vehicle financings (f) 4.30% Various 4,381 4,381 7,699 Note payable (g) 4.25% Apr. 2019 — — 4,778 Total debt $ 40,169 40,169 487,597 Original issue discount and premium for 2018 Notes — (27 ) Original issue discount and premium for 2021 Notes — (282 ) Debt issuance costs presented with debt — (8,998 ) Debt discount for issuance of warrants (i) — (6,499 ) Total debt, net 40,169 471,791 Less: current portion of long-term debt (2,068 ) (465,835 ) Long-term debt $ 38,101 $ 5,956 _____________________ (a) The interest rate presented represents the interest rate on the $40.0 million Predecessor Revolving Facility at December 31, 2016. (b) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of September 30, 2017 . (c) The interest rate presented represents the coupon rate on the Predecessor Company's 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 were due semi-annually on April 15 and October 15 of each year. The 2018 Notes were canceled on the Effective Date. (d) The interest rate presented represents the current coupon rate on the Predecessor Company's 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 was previously 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. The 2021 Notes were canceled on the Effective Date. (e) The Predecessor Term Loan accrued interest at a rate of 13% compounded monthly and which was paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest was due April 15, 2018. The Predecessor Term Loan was canceled on the Effective Date. (f) Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 4.30% , which mature in varying installments between 2017 and 2020 . Capital lease obligations were $4.4 million and $7.7 million at September 30, 2017 and December 31, 2016 , respectively. (g) The note payable balance as of December 31, 2016 represented the remaining amount due from acquiring the remaining interest of our former partner in AWS in 2015. Principal and interest payments were due in equal quarterly installments through April 2019. In connection with our chapter 11 filing, the note payable to AWS was settled. See Note 4 and Note 15 for discussion on the AWS Note payable settlement. (h) Our Successor Revolving Facility, Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (i) The debt discount for issuance of warrants represented the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which was amortized through interest expense over the term of the 2021 Notes and the Predecessor Term Loan. As described further in Note 11 , these warrants are accounted for as derivative liabilities. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. (j) Interest on the Successor First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus 7.25% . Interest on the Successor Second Lien Term Loan accrues at both an annual rate equal to 11.0% , with 5.5% payable in cash and 5.5% payable in kind prior to February 7, 2018 (or such later date as the Company may select in accordance with terms of the Second Lien Term Loan Agreement) and on or after February 7, 2018 (or such later date), at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. For a discussion of material changes and developments in our debt and its principal terms, see our discussion below. Indebtedness Prior to our Restructuring, we were highly leveraged and a substantial portion of our liquidity needs resulted from debt service requirements and from funding our costs of operations and capital expenditures. As of September 30, 2017 , we had $40.2 million of indebtedness outstanding, consisting of $14.8 million under the Successor First Lien Term Loan, $21.0 million under the Successor Second Lien Term Loan, and $4.4 million of capital leases for vehicle financings. In connection with the our emergence from the chapter 11 cases, all of the following agreements, and all outstanding interests and obligations thereunder, were terminated on the Effective Date: • Predecessor Revolving Facility; • Predecessor Term Loan; • Indenture governing the Company’s 2018 Notes, dated April 10, 2012, among the Company, its subsidiaries, and The Bank of New York Mellon, N.A.; • Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto; • Debtor-in-Possession Credit Agreement, dated as of April 30, 2017 and effective as of May 3, 2017, by and among the Company, the lenders party thereto, Wells Fargo, and other agents party thereto; and • Debtor-in-Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, the lenders party thereto, and Wilmington. The termination of the 2018 Notes and the 2021 Notes, and the indentures under which they were issued, resulted in the Company becoming exempt from the reporting requirements under Rule 3-10 of Regulation S-X of the SEC with respect to the 2018 Notes and 2021 Notes. See Note 19 for further details. First Lien Credit Agreements On the Effective Date, pursuant to the Plan, the Company entered into a $45.0 million First Lien Credit Agreement (the “Credit Agreement”) by and among the Credit Agreement Lenders, the Credit Agreement Agent, and the Company. Pursuant to the Credit Agreement, the Credit Agreement Lenders agreed to extend to the Company the Successor Revolving Facility and the Successor First Lien Term Loan (i) to repay obligations outstanding under the Predecessor Revolving Facility and debtor in possession asset based lending facility, (ii) to make certain payments as provided in the Plan, (iii) to pay costs and expenses incurred in connection with the Plan, and (iv) for working capital, transaction expenses, and other general corporate purposes. The Credit Agreement also contains an accordion feature that provides for an increase in availability of up to an additional $20.0 million , subject to the satisfaction of certain terms and conditions contained in the Credit Agreement. The Successor Revolving Facility and the Successor First Lien Term Loan mature on August 7, 2020, at which time the Company must repay the outstanding principal amount of the Successor Revolving Facility and the Successor First Lien Term Loan, together with interest accrued and unpaid thereon. The Successor Revolving Facility may be repaid and, subject to the terms and conditions of the Credit Agreement, reborrowed at any time during the term of the Credit Agreement. The principal amount of the Successor First Lien Term Loan shall be repaid in installments beginning on September 1, 2017 and the first day of each calendar month thereafter prior to maturity. Interest on the Successor Revolving Facility accrues at an annual rate equal to the LIBOR Rate (as defined in the Credit Agreement) plus 5.25% , and interest on the Successor First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus 7.25% ; however, if there is an Event of Default (as defined in the Credit Agreement), the Credit Agreement Agent, in its sole discretion, may increase the applicable interest rate at a per annum rate equal to three percentage points above the annual rate otherwise applicable thereunder. The Credit Agreement also contains certain affirmative and negative covenants, including a fixed charge coverage ratio covenant, as well as other terms and conditions that are customary for revolving credit facilities and term loans of this type. Second Lien Term Loan Credit Agreement On the Effective Date, pursuant to the Plan, the Company also entered into a Second Lien Term Loan Credit Agreement (the “Second Lien Term Loan Agreement”) by and among the Second Lien Term Loan Lenders, the Second Lien Term Loan Agent, and the Company. Pursuant to the Second Lien Term Loan Agreement, the Second Lien Term Loan Lenders agreed to extend to the Company the Successor Second Lien Term Loan, of which $21.1 million was advanced on the Effective Date and up to an additional $5.7 million (“Delayed Draw Term Loan”) is available at the request of the Company after the closing date subject to the satisfaction of certain terms and conditions specified in the Second Lien Term Loan Agreement. The Second Lien Term Loan Lenders extended the Successor Second Lien Term Loan, among other things, (i) to repay obligations outstanding under the Predecessor Revolving Facility and debtor in possession asset based revolving facility, (ii) to make certain payments as provided in the Plan, (iii) to pay costs and expenses incurred in connection with the Plan, and (iv) for working capital, transaction expenses and other general corporate purposes. The Successor Second Lien Term Loan matures on February 7, 2021, at which time the Company must repay all outstanding obligations under the Successor Second Lien Term Loan. The principal amount of the Successor Second Lien Term Loan shall be repaid in installments beginning on October 1, 2017, and the first day of each fiscal quarter thereafter prior to maturity, with such amount to be proportionally increased as the result of the incurrence of a Delayed Draw Term Loan. Interest on the Successor Second Lien Term Loan accrues at an annual rate equal to 11.0% , with 5.5% payable in cash and 5.5% payable in kind prior to February 7, 2018 (or such later date as the Company may select in accordance with the terms of the Second Lien Term Loan Agreement) and, on or after February 7, 2018 (or such later date), at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. However, upon the occurrence and during the continuation of an Event of Default (as defined in the Credit Agreement) due to a voluntary or involuntary bankruptcy filing, automatically, or any other Event of Default, at the election of the Second Lien Term Loan Agent, the Successor Second Lien Term Loan and all obligations thereunder shall bear interest at an annual rate equal to three percentage points above the annual rate otherwise applicable thereunder. The Credit Agreement also contains certain affirmative and negative covenants, including a fixed charge coverage ratio covenant, as well as other terms and conditions that are customary for term loans of this type. Security Agreements On August 7, 2017, in connection with the Credit Agreement, the Company entered into (i) a First Lien Guaranty and Security Agreement by and among the Company, the other grantors party thereto, and the Credit Agreement Agent to grant a first lien security interest in all of such grantor’s as collateral provided therein to secure the obligations under the Credit Agreement and (ii) a First Lien Trademark Security Agreement, by and among the Company, the other grantors party thereto, and the Credit Agreement Agent to grant a first lien security interest in certain trademark collateral as provided therein to secure obligations under the Credit Agreement. On August 7, 2017, in connection with the Second Lien Term Loan Agreement, the Company entered into (i) a Second Lien Guaranty and Security Agreement by and among the Company, the other grantors party thereto, and the Second Lien Term Loan Agent to grant a second lien security interest in all of such grantor’s collateral as provided therein to secure the obligations under the Second Lien Term Loan Agreement and (ii) a Second Lien Trademark Security Agreement, by and among the Company, the other grantors party thereto, and the Second Lien Term Loan Agent to grant a second lien security interest in certain trademark collateral as provided therein to secure obligations under the Second Lien Term Loan Agreement. Intercreditor Agreement and Intercompany Subordination Agreement On August 7, 2017, in connection with the Credit Agreement and the Second Lien Term Loan Agreement, the Company acknowledged the terms and conditions under a Subordination and Intercreditor Agreement (the “Intercreditor Agreement”), dated as of August 7, 2017, by and among the Credit Agreement Agent and the Second Lien Term Loan Agent to set forth the terms and conditions of the relationship between the lenders and the secured parties under the Credit Agreement and Second Lien Term Loan Agreement. On August 7, 2017, the Company entered into an Intercompany Subordination Agreement (the “Intercompany Agreement”), dated as of August 7, 2017, by and among the Company and the other obligors named therein to agree to subordinate its indebtedness to the Credit Agreement Lenders and the Second Lien Term Loan Lenders. |
Derivative Warrants
Derivative Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Derivative Warrants | Derivative Warrants Predecessor 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 lenders under the Predecessor Term Loan. All warrants were issued with an exercise price of $0.01 and have a term of ten years. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017 and the year ended December 31, 2016 : Predecessor Seven Months Ended Year Ended July 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (16 ) (1,117 ) Canceled due to emergence from chapter 11 (25,267 ) — Outstanding at the end of the period — 25,283 Successor Warrants Pursuant to the Plan, on the Effective Date, we issued to the holders of the 2018 Notes and holders of certain claims relating to the rejection of executory contracts and unexpired leases 118,137 warrants with an exercise price of $39.82 and a term expiring seven years from the Effective Date. E ach warrant is exercisable for one share of our common stock, par value $0.01 . The following table shows the Successor warrant activity for the two months ended September 30, 2017 : Successor Two Months Ended September 30, 2017 Outstanding at the beginning of the period — Issued 118 Exercised — Outstanding at the end of the period 118 Fair Value of Warrants 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 Predecessor warrants were ineligible for equity classification due to the anti-dilution provisions in the contract, and the Successor warrants were ineligible for equity classification as the warrants are not indexed to our common stock. As such, the warrants were recorded as derivative liabilities at fair value on the “Derivative warrant liability” line in the condensed consolidated balance sheet. The warrants are classified as a current liability in the condensed consolidated balance sheet as they could be exercised by the holders at any time. As discussed previously in Note 8 , 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: Successor Predecessor Period Ended At Issuance Period Ended September 30, 2017 August 7, 2017 December 31, 2016 Exercise price $ 39.82 $ 39.82 $ 0.01 Closing stock price (a) $ 24.81 $ 22.28 $ 0.18 Risk free rate 2.14 % 2.07 % 2.40 % Expected volatility 38.85 % 39.39 % 79.50 % _____________________ (a) As the Company’s post-Effective Date common stock did not begin trading on the NYSE American Stock Exchange until October 12, 2017, the closing stock price used to estimate the fair value of the derivative warrant liability on August 7, 2017 was the implied price per share assuming an enterprise value of $302.5 million before fresh start accounting adjustments. The closing stock price used to estimate the fair value of the derivative warrant liability on September 30, 2017 was the implied price per share derived by fresh start accounting as discussed in Note 4 . See “Risks Related to our Common Stock” on page 58 of this Quarterly Report. |
Restructuring and Exit Costs
Restructuring and Exit Costs | 9 Months Ended |
Sep. 30, 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 similar restructuring or exit costs incurred during the nine months ended September 30, 2017 or September 30, 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 September 30, 2017 , which is included in “Accrued liabilities” in the condensed consolidated balance sheets. A rollforward of the liability from December 31, 2016 through September 30, 2017 is as follows: Lease Exit Costs Balance accrued at beginning of period - Predecessor $ 130 Cash payments (36 ) Balance accrued at end of period - Successor $ 94 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table shows the components of the income tax expense for the periods indicated: Successor Predecessor Two Months Ended One Month Ended Three Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Current income tax expense $ — $ (33 ) $ (2 ) Deferred income tax (expense) benefit (34 ) 337 (22 ) Total income tax (expense) benefit $ (34 ) $ 304 $ (24 ) Successor Predecessor Two Months Ended Seven Months Ended Nine Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Current income tax expense $ — $ (15 ) $ (782 ) Deferred income tax (expense) benefit (34 ) 337 (70 ) Total income tax (expense) benefit $ (34 ) $ 322 $ (852 ) The effective income tax rate for the Successor period, or the two months ended September 30, 2017 , was (0.2)% , 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 Predecessor periods, or the one month and seven months ended July 31, 2017, was (0.1)% and (0.2)% , respectively, which differs from the federal statutory benefit rate of 35.0% . The difference is primarily due to the change in the deferred tax liability related to certain long-lived assets resulting from the application of fresh start accounting. The effective income tax rate for the three and nine months ended September 30, 2016 was 0.1% and 0.8% , which differs from the federal statutory rate of 35.0% primarily due to income from the cancellation of debt which generated a cash tax liability under the alternative minimum tax (“AMT”) provisions. Under the AMT provisions, the use of net operating losses (“NOLs”) is limited to 90% of a taxpayer’s AMT income, thus generating tax on the remaining income. Upon utilization of our NOLs, we will receive a credit for the AMT tax paid to be used against any current income tax obligations subsequently incurred. 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 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 September 30, 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 the remainder of 2017 in the Successor Company. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation Successor Share-Based Compensation Upon emergence from chapter 11 and on the Effective Date, Mr. Mark D. Johnsrud, our Chairman and Chief Executive Officer, received an award of stock options in two tranches pursuant to his Second Amended and Restated Employment Agreement 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 Effective Date. Pursuant to the Plan, our Board of Directors is in the process of establishing a management incentive plan whereby shares of common stock of the Company equal to 12.5% of the outstanding equity securities of the Company, on a fully diluted basis, would be available for issuance, of which restricted stock units representing 7.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis, would be issued to Mr. Johnsrud pursuant to his Second Amended and Restated Employment Agreement. The finalization of the management incentive plan and subsequent grant of restricted stock units to Mr. Johnsrud is expected to occur during the fourth quarter of 2017. The total grants awarded during the two months ended September 30, 2017 are presented in the table below: Successor Two Months Ended September 30, 2017 Stock option grants 709 Restricted stock grants — Restricted stock unit grants — Total grants in the Successor period 709 The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the two months ended September 30, 2017 was as follows: Successor Two Months Ended September 30, 2017 Stock options $ 181 Restricted stock — Restricted stock units — Total expense $ 181 Predecessor Share-Based Compensation Prior to the Effective Date, we granted stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other share-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”). As previously noted in Note 3 , on the Effective Date pursuant to the Plan, all of the pre-Effective Date share-based compensation awards issued and outstanding under the 2009 Plan were canceled. The total grants awarded during the one and seven months ended July 31, 2017, and the three and nine months ended September 30, 2016 are presented in the table below: Predecessor One Month Ended Three Months Ended Seven Months Ended Nine Months Ended July 31, 2017 September 30, 2016 July 31, 2017 September 30, 2016 Stock option grants — — — — Restricted stock grants — — — — Restricted stock unit grants — — — 1 Total grants under the 2009 Plan — — — 1 The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the one and seven months ended July 31, 2017, and the three and nine months ended September 30, 2016 was as follows: Predecessor One Month Ended Three Months Ended Seven Months Ended Nine Months Ended July 31, 2017 September 30, 2016 July 31, 2017 September 30, 2016 Stock options $ 12 $ 27 $ 109 $ 176 Restricted stock 22 118 153 321 Restricted stock units 2 107 195 411 Total expense $ 36 $ 252 $ 457 $ 908 |
Legal Matters
Legal Matters | 9 Months Ended |
Sep. 30, 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 sheet at September 30, 2017 did not include any accruals for environmental matters. The condensed consolidated balance sheet at December 31, 2016 included accruals totaling $2.8 million 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. Chapter 11 Proceedings As previously discussed herein, 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. On July 25, 2017, the Bankruptcy Court entered the Confirmation Order confirming the Plan. The Plan became effective on the Effective Date, when all remaining conditions to the effectiveness of the Plan were satisfied or waived. Although the Nuverra Parties emerged from bankruptcy on the Effective Date, the bankruptcy cases will remain pending until closed by the Bankruptcy Court. AWS Arbitration Demand and Note Payable Settlement 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 (or “the AWS Note”) 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 chapter 11 cases 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 cases or to exercise control over property of the Nuverra Parties’ bankruptcy estates. As a result, the filing of the chapter 11 cases with the Bankruptcy Court automatically stayed any potential action to collect the outstanding balance on the note payable. On July 17, 2017, the Nuverra Parties filed a motion with the Bankruptcy Court seeking authorization to resolve unsecured claims related to the AWS note payable. Pursuant to the proposed settlement terms, the Nuverra Parties will transfer to the holders of the AWS note payable, their water treatment facility in the Marcellus Shale area, including all assets related to the operations of the water treatment facility in “as-is, where-is” condition, together with $75,000 for reimbursement of certain costs and deferred maintenance. In exchange for the water treatment facility and the $75,000 , the holders of the AWS note payable will release their claims related to the AWS note payable and enter into with certain of the Nuverra Parties a lease of five acres of land that can be used by the Nuverra Parties to operate a truck depot. On July 21, 2017 , the Bankruptcy Court entered an order authorizing the AWS note payable settlement. We expect to complete the settlement, including the transfer of the water treatment facility, during the fourth quarter of 2017. Confirmation Order Appeal On July 26, 2017, David Hargreaves, an individual holder of 2018 Notes, appealed the Confirmation Order to the District Court and filed a motion for a stay pending appeal from the District Court. The Company and the unsecured creditors’ committee opposed the stay in the District Court. On August 3, 2017, the District Court entered an order denying the motion for a stay pending appeal. Notwithstanding the denial of the motion for stay pending appeal, Hargreaves’ appeal remains pending in the District Court. The ultimate outcome of this appeal and its effects on the Confirmation Order are impossible to predict with certainty. No assurance can be given that the appeal will not affect the finality, validity and enforceability of the Confirmation Order. |
Related Party and Affiliated Co
Related Party and Affiliated Company Transactions | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 Two months ended September 30, 2017 - Successor Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Direct operating expenses 15,779 5,962 4,369 — 26,110 General and administrative expenses 1,278 460 829 2,361 4,928 Depreciation and amortization 8,020 4,834 4,421 46 17,321 Operating loss (6,676 ) (4,097 ) (3,825 ) (2,407 ) (17,005 ) Reorganization items, net (475 ) (56 ) (25 ) 1,086 530 Loss before income taxes (7,190 ) (4,027 ) (3,744 ) (1,998 ) (16,959 ) One month ended July 31, 2017 - Predecessor Revenue 8,502 3,424 3,196 — 15,122 Direct operating expenses 6,434 3,329 2,133 — 11,896 General and administrative expenses 425 331 3 567 1,326 Depreciation and amortization 2,376 657 955 15 4,003 Operating loss (733 ) (893 ) 105 (582 ) (2,103 ) Reorganization items, net (4,195 ) 28,022 22,486 182,885 229,198 (Loss) income before income taxes (4,944 ) 27,121 22,583 179,096 223,856 Seven months ended July 31, 2017 - Predecessor Revenue 56,546 20,751 18,586 — 95,883 Direct operating expenses 46,837 21,117 13,056 — 81,010 General and administrative expenses 3,877 1,917 1,684 15,074 22,552 Depreciation and amortization 15,964 5,352 7,542 123 28,981 Operating loss (10,132 ) (7,635 ) (3,696 ) (15,197 ) (36,660 ) Reorganization items, net (4,658 ) 28,000 22,448 177,704 223,494 (Loss) income before income taxes (14,854 ) 20,194 18,650 144,299 168,289 As of September 30, 2017 - Successor Total assets (a) 155,938 64,949 115,800 13,768 350,455 Total assets held for sale 1,020 4,079 631 — 5,730 Three months ended September 30, 2016 - Predecessor Revenue 19,166 7,877 8,398 — 35,441 Direct operating expenses 13,890 9,311 8,921 — 32,122 General and administrative expenses 1,211 346 455 4,311 6,323 Depreciation and amortization 7,554 3,281 4,121 63 15,019 Operating loss (3,489 ) (10,733 ) (7,215 ) (4,374 ) (25,811 ) Loss before income taxes (3,618 ) (10,384 ) (7,265 ) (17,105 ) (38,372 ) Rocky Mountain Northeast Southern Corporate/ Other Total Nine months ended September 30, 2016 - Predecessor Revenue 63,023 28,342 25,029 — 116,394 Direct operating expenses 49,680 29,005 22,337 — 101,022 General and administrative expenses 4,758 1,875 2,348 18,998 27,979 Depreciation and amortization 23,425 10,590 11,854 201 46,070 Operating loss (14,840 ) (21,153 ) (13,937 ) (19,199 ) (69,129 ) Loss from continuing operations before income taxes (15,088 ) (20,984 ) (14,016 ) (55,365 ) (105,453 ) As of December 31, 2016 - Predecessor 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 | 9 Months Ended |
Sep. 30, 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: Predecessor Three Months Ended Nine Months Ended September 30, September 30, 2016 2016 Loss from discontinued operations before income taxes $ — $ — Income tax expense — — Loss from discontinued operations - before sale $ — $ — Loss on sale of TFI — (1,235 ) Loss from discontinued operations $ — $ (1,235 ) |
Subsidiary Guarantors
Subsidiary Guarantors | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Subsidiary Guarantors | Subsidiary Guarantors The 2018 Notes and the 2021 Notes of the Predecessor Company were registered securities. As a result of these registered securities, we are required to present the following condensed consolidating financial information for the Predecessor periods pursuant to Rule 3-10 of SEC Regulation S-X, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered . Our Successor Revolving Facility, Successor First Lien Term Loan, and Successor Second Lien Term Loan are not registered securities. Therefore, the presentation of condensed consolidating financial information is not required for the Successor period. The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly owned subsidiaries (the “Guarantor Subsidiaries”) as of December 31, 2016 , for the one and seven months ended July 31, 2017, and for the three and nine months ended September 30, 2016 . CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 Predecessor 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 ONE MONTH ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 15,122 $ — $ 15,122 Costs and expenses: Direct operating expenses — 11,896 — 11,896 General and administrative expenses 567 759 — 1,326 Depreciation and amortization 15 3,988 — 4,003 Total costs and expenses 582 16,643 — 17,225 Operating loss (582 ) (1,521 ) — (2,103 ) Interest expense, net (3,207 ) (39 ) — (3,246 ) Other income, net — 7 — 7 Income (loss) from equity investments 122,214 — (122,214 ) — Reorganization items, net 182,885 46,313 — 229,198 Income before income taxes 301,310 44,760 (122,214 ) 223,856 Income tax benefit (expense) (77,150 ) 77,454 — 304 Net income $ 224,160 $ 122,214 $ (122,214 ) $ 224,160 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 35,441 $ — $ 35,441 Costs and expenses: Direct operating expenses — 32,122 — 32,122 General and administrative expenses 4,311 2,012 — 6,323 Depreciation and amortization 63 14,956 — 15,019 Impairment of long-lived assets — 7,788 — 7,788 Total costs and expenses 4,374 56,878 — 61,252 Operating loss (4,374 ) (21,437 ) — (25,811 ) Interest expense, net (14,335 ) (321 ) — (14,656 ) Other income, net 1,551 493 — 2,044 (Loss) income from equity investments (21,213 ) (2 ) 21,266 51 Loss from continuing operations before income taxes (38,371 ) (21,267 ) 21,266 (38,372 ) Income tax (expense) benefit (25 ) 1 — (24 ) Loss from continuing operations (38,396 ) (21,266 ) 21,266 (38,396 ) Loss from discontinued operations, net of income taxes — — — — Net loss $ (38,396 ) $ (21,266 ) $ 21,266 $ (38,396 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 95,883 $ — $ 95,883 Costs and expenses: Direct operating expenses — 81,010 — 81,010 General and administrative expenses 15,074 7,478 — 22,552 Depreciation and amortization 123 28,858 — 28,981 Total costs and expenses 15,197 117,346 — 132,543 Operating loss (15,197 ) (21,463 ) — (36,660 ) Interest expense, net (22,333 ) (459 ) — (22,792 ) Other income, net 4,125 136 — 4,261 Income (loss) from equity investments 101,462 (14 ) (101,462 ) (14 ) Reorganization items, net 177,704 45,790 — 223,494 Income before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax benefit (expense) (77,150 ) 77,472 — 322 Net income $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 116,394 $ — $ 116,394 Costs and expenses: Direct operating expenses — 101,022 — 101,022 General and administrative expenses 18,998 8,981 — 27,979 Depreciation and amortization 201 45,869 — 46,070 Impairment of long-lived assets — 10,452 — 10,452 Total costs and expenses 19,199 166,324 — 185,523 Operating loss (19,199 ) (49,930 ) — (69,129 ) Interest expense, net (39,813 ) (861 ) — (40,674 ) Other income, net 2,574 711 — 3,285 (Loss) income from equity investments (48,374 ) (8 ) 50,121 1,739 Loss on extinguishment of debt (674 ) — — (674 ) Loss from continuing operations before income taxes (105,486 ) (50,088 ) 50,121 (105,453 ) Income tax expense (819 ) (33 ) — (852 ) Loss from continuing operations (106,305 ) (50,121 ) 50,121 (106,305 ) Loss from discontinued operations, net of income taxes (1,235 ) — — (1,235 ) Net loss $ (107,540 ) $ (50,121 ) $ 50,121 $ (107,540 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,672 ) $ (277 ) $ (18,949 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 3,083 3,083 Purchase of property, plant and equipment — (3,149 ) (3,149 ) Change in restricted cash (5,666 ) (719 ) (6,385 ) Net cash used in investing activities (5,666 ) (785 ) (6,451 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 106,785 — 106,785 Payments on Predecessor revolving credit facility (129,964 ) — (129,964 ) Proceeds from Predecessor term loan 15,700 — 15,700 Proceeds from debtor in possession term loan 6,875 — 6,875 Proceeds from Successor First and Second Lien Term Loans 36,053 — 36,053 Payments for debt issuance costs (1,053 ) — (1,053 ) Payments on vehicle financing and other financing activities — (2,797 ) (2,797 ) Net cash provided by (used in) financing activities 34,396 (2,797 ) 31,599 Net increase (decrease) in cash 10,058 (3,859 ) 6,199 Cash and cash equivalents - beginning of period 913 81 994 Cash and cash equivalents - end of period $ 10,971 $ (3,778 ) $ 7,193 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,988 ) $ (334 ) $ (19,322 ) Cash flows from investing activities: Proceeds from the sale of property and equipment 25 9,929 9,954 Purchase of property, plant and equipment — (2,613 ) (2,613 ) Proceeds from the sale of UGSI 5,032 — 5,032 Change in restricted cash 3,850 (687 ) 3,163 Net cash provided by investing activities 8,907 6,629 15,536 Cash flows from financing activities: Proceeds from revolving credit facility 118,533 — 118,533 Payments on revolving credit facility (176,428 ) — (176,428 ) Proceeds from term loan 24,000 — 24,000 Payments for debt issuance costs (1,084 ) — (1,084 ) Issuance of stock 5,000 — 5,000 Payments on vehicle financing and other financing activities (9 ) (4,948 ) (4,957 ) Net cash used in financing activities (29,988 ) (4,948 ) (34,936 ) Net (decrease) increase in cash (40,069 ) 1,347 (38,722 ) Cash and cash equivalents - beginning of period 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of period $ 591 $ (4 ) $ 587 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 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 non-cancelable 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 don’t believe that this new guidance will have a significant impact on the consolidated statement of cash flows. 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 statement of cash flows, 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. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. We plan to early adopt this ASU in the fourth quarter of 2017 in conjunction with our annual impairment test as of October 1st. Previously our goodwill was tested for impairment annually at September 30th. However, upon emergence we have determined that our goodwill will be tested for impairment annually at October 1st and more frequently if events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this ASU will be applied on a prospective basis and the adoption is not expected to have a significant impact on the consolidated financial statements. |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Reorganizations [Abstract] | |
Reconciliation of Enterprise Value | The following table reconciles the enterprise value to the estimated fair value of the Successor common stock, par value of $0.01 per share, as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Non-operating assets 14,400 Fair value of invested capital 331,898 Less: Fair value of First and Second Lien Term Loans (36,053 ) Less: Fair value of capital leases (5,654 ) Shareholders’ equity of Successor Company $ 290,191 Shares outstanding of Successor Company 11,696 Implied per share value $ 24.81 The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date: Enterprise value $ 302,500 Plus: Cash and cash equivalents and restricted cash 14,998 Plus: Other non-operating assets 14,400 Fair value of invested capital 331,898 Plus: Current liabilities, excluding current portion of long-term debt 32,011 Plus: Non-current liabilities, excluding long-term debt 6,441 Reorganization value of Successor Assets $ 370,350 |
Fresh-Start Adjustments | The reorganization adjustment to “Accrued liabilities” are noted in the table below. Accrual of the $75,000 related to the AWS settlement $ 75 Write-off of short-term deferred rent related to the Scottsdale Headquarters lease (330 ) Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Decrease in accrued interest for DIP Facilities due to cash payment (263 ) Net decrease in Accrued liabilities $ (12,168 ) The adjustment represents the reorganization value of assets in excess of amounts allocated to identified tangible and intangible assets as follows: Reorganization value of Successor assets $ 370,350 Less: Fair value of Successor assets (excluding goodwill) 343,211 Reorganization value of Successor assets in excess of fair value - Successor Goodwill $ 27,139 Also included in “Other current assets” is the settlement for the lease rejection damages, see below: Reclassification of a rental security deposit to prepaid rent $ (282 ) Settlement for the lease rejection damages (218 ) Adjustment to Other current assets $ (500 ) Distribution of 11,695,580 Successor shares of common stock at a par value of $0.01 per share: Record issuance of shares of Successor common stock at par value of $0.01 per share $ 117 Record additional paid-in capital from the issuance of Successor common stock 290,074 Fair value of Successor common equity $ 290,191 The following table summarizes the components of property, plant and equipment, net as of July 31, 2017 of the Predecessor Company and the Successor Company: Successor Predecessor Land $ 10,779 $ 11,495 Buildings 29,349 27,145 Building, leasehold and land improvements 8,690 10,724 Pipelines 66,962 58,533 Disposal wells 41,195 20,872 Landfill 4,500 20,539 Machinery and equipment 16,724 20,169 Equipment under capital leases 10,045 6,499 Motor vehicles and trailers 55,333 34,069 Rental equipment 36,748 46,300 Office equipment 3,046 1,954 Construction in process 3,917 6,798 Property, plant and equipment, net $ 287,288 $ 265,097 Reflects the cumulative impact of the fresh start accounting adjustments discussed above on (Accumulated deficit) retained earnings as follows: Property, plant and equipment fair value adjustment $ 30,869 Intangible assets fair value adjustment (11,723 ) Reorganization value in excess of amounts allocable to identified assets - Successor goodwill 27,139 Asset retirement obligation fair value adjustment (3,050 ) Environmental liability fair value adjustment 298 Recording the fair value of debt issuance costs for the new Successor First Lien Term Loan and Successor Second Lien Term Loan (1,053 ) Adjustment to deferred income taxes 314 Change in assets and liabilities resulting from fresh start adjustments $ 42,794 Elimination of Predecessor common stock to (accumulated deficit) retained earnings $ 152 Elimination of Predecessor additional paid-in capital to (accumulated deficit) retained earnings 1,408,324 Elimination of Predecessor treasury stock to (accumulated deficit) retained earnings (19,810 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,460 Represents the new Successor First Lien Term Loan and Successor Second Lien Term Loan at fair value, net of debt issuance costs: Successor First Lien Term Loan at fair value $ 15,000 Successor Second Lien Term Loan at fair value 21,053 Debt issuance costs associated with the Successor Second Lien Term Loan (1,053 ) Fair Value of the Successor First Lien Term Loan and Successor Second Lien Term Loan, net of debt issuance costs $ 35,000 Reflects the cumulative impact of the reorganization adjustments on “(Accumulated deficit) retained earnings” discussed above: Net gain on debt discharge $ 194,824 Loss on settlement of the AWS note payable (5,603 ) Write-off of a portion of the Ideal contingent consideration due to settlement 7,500 Settlement of the lease rejection claim associated with the Scottsdale Headquarters lease (218 ) Write-off of the deferred rent associated with the Scottsdale Headquarters lease 790 Issuance of warrants to the 2018 Noteholders and other parties pursuant to the Plan (717 ) Refund of professional fees 160 Professional fees related to the reorganization under the Plan (122 ) Net retained earnings impact resulting from implementation of the Plan $ 196,614 The following fresh start condensed consolidated balance sheet presents the implementation of the Plan and adoption of fresh start accounting as of July 31, 2017. The “Reorganization Adjustments” have been recorded within the condensed consolidated balance sheet to reflect the effects of the Plan, including discharge of liabilities subject to compromise. The “Fresh Start Adjustments” reflect the estimated fair value adjustments as a result of the adoption of fresh start accounting. Predecessor Reorganization Fresh Start Successor Company Adjustments Adjustments Company Assets Cash and cash equivalents $ 2,728 $ 4,465 A $ — $ 7,193 Restricted cash 8,011 (206 ) B — 7,805 Accounts receivable, net 27,535 — — 27,535 Inventories 3,935 — — 3,935 Prepaid expenses and other receivables 3,200 282 C — 3,482 Other current assets 924 (500 ) C — 424 Assets held for sale 631 3,913 D — 4,544 Total current assets 46,964 7,954 — 54,918 Property, plant and equipment, net 265,097 (8,678 ) D 30,869 P 287,288 Equity investments 59 — — 59 Intangibles, net 13,093 (763 ) D (11,723 ) Q 607 Goodwill — — 27,139 R 27,139 Other assets 339 — — 339 Total assets $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Liabilities and Shareholders’ Equity (Deficit) Accounts payable $ 6,331 $ 1,967 E $ — $ 8,298 Accrued liabilities 30,549 (12,168 ) F (298 ) S 18,083 Current contingent consideration — 1,000 G — 1,000 Current portion of long-term debt 41,007 (37,665 ) H — 3,342 Derivative warrant liability — 717 I — 717 Other current liabilities — 3,913 J — 3,913 Total current liabilities 77,887 (42,236 ) (298 ) 35,353 Deferred income taxes 472 — (314 ) T 158 Long-term debt 2,312 35,000 K 1,053 38,365 Long-term contingent consideration — — — — Other long-term liabilities 3,694 (461 ) L 3,050 U 6,283 Liabilities subject to compromise 480,595 (480,595 ) M — — Total liabilities 564,960 (488,292 ) 3,491 80,159 Commitments and contingencies Shareholders’ deficit: Common stock (Successor) — 117 N — 117 Additional paid-in-capital (Successor) — 290,074 N — 290,074 Common stock (Predecessor) 152 — (152 ) V — Additional paid-in capital (Predecessor) 1,408,324 — (1,408,324 ) V — Treasury stock (Predecessor) (19,810 ) — 19,810 V — (Accumulated deficit) retained earnings (1,628,074 ) 196,614 O 1,431,460 W — Total shareholders’ equity (deficit) (239,408 ) 486,805 42,794 290,191 Total liabilities and shareholders’ equity (deficit) $ 325,552 $ (1,487 ) $ 46,285 $ 370,350 Liabilities subject to compromise were settled as follows in accordance with the Plan: Outstanding principal amount of 2018 Notes, net of discounts/premiums and debt issuance costs $ (40,020 ) Outstanding principal amount of 2021 Notes, net of discounts/premiums and debt issuance costs (347,658 ) Outstanding principal amount of Term Loan, net of discounts/premiums and debt issuance costs (78,264 ) Outstanding principal amount on the AWS note payable (3,913 ) Ideal original contingent consideration (8,500 ) Pre-petition accounts payable (1,967 ) Derivative warrant liability (273 ) Balance of Liabilities subject to compromise $ (480,595 ) Reinstatement of pre-petition accounts payable $ 1,967 Reinstatement of a portion of the Ideal contingent consideration pursuant to the settlement agreement 1,000 Reinstatement of the AWS note payable pursuant to the settlement agreement 3,913 Payment to the 2018 Noteholders pursuant to the Plan 350 Write-off of accrued interest related to the 2018 and 2021 Notes (11,650 ) Record the issuance of Successor common equity 290,191 Recoveries pursuant to the Plan $ 285,771 Net gain on debt discharge $ (194,824 ) Reflects the cash receipts (payments) from implementation of the Plan: Receipt of Successor First Lien Term Loan and Successor Second Lien Term Loan Proceeds $ 35,000 Payment of debtor in possession revolving facility, including accrued interest and fees (30,461 ) Payment of debtor in possession term loan interest (90 ) Cash payment in association with settlement of the 2018 Notes (350 ) Release of restricted cash to unrestricted cash 206 Refund of professional fees 160 Net Cash Receipts $ 4,465 Elimination of property, plant and equipment related to AWS settlement $ (8,678 ) Elimination of intangible assets related to AWS settlement (763 ) Recognition of assets held for sale on the AWS settlement 3,913 Accrual of cash payment in connection with the AWS settlement (See F) (75 ) Loss on settlement of the AWS note payable $ (5,603 ) |
Schedule of Reorganization Items | The following table summarizes reorganization items, net for the two months ended September 30, 2017, and the one and seven months ended July 31, 2017: Successor Predecessor Two Months Ended One Month Ended Seven Months Ended September 30, July 31, July 31, 2017 2017 2017 Net gain on debt discharge $ — $ 194,824 $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 42,794 Settlement of the AWS note payable — (5,603 ) (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) (717 ) Professional and insurance fees (2,026 ) (4,979 ) (9,090 ) DIP credit agreement financing costs 3,962 (4,657 ) (5,702 ) Retention bonus payments (1,406 ) (258 ) (806 ) Other costs — 7,794 7,794 Reorganization items, net $ 530 $ 229,198 $ 223,494 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables present the calculation of basic and diluted net loss per common share, as well as the potentially dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Successor Predecessor Two Months Ended One Month Ended Three Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Numerator: Net (loss) income $ (16,993 ) $ 224,160 $ (38,396 ) Denominator: Weighted average shares—basic 11,696 150,951 129,669 Common stock equivalents — 6,443 — Weighted average shares—diluted 11,696 157,394 129,669 Earnings per common share: Net (loss) income per basic common share $ (1.45 ) $ 1.48 $ (0.30 ) Net (loss) income per diluted common share $ (1.45 ) $ 1.42 $ (0.30 ) Dilutive stock-based awards excluded: Stock options — — — Restricted stock awards and units — — — Warrants — — 21,304 Total — — 21,304 Anti-dilutive stock-based awards excluded: 828 576 880 Successor Predecessor Two Months Ended Seven Months Ended Nine Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Numerator: (Loss) income from continuing operations $ (16,993 ) $ 168,611 (106,305 ) Loss from discontinued operations — — (1,235 ) Net (loss) income $ (16,993 ) $ 168,611 $ (107,540 ) Denominator: Weighted average shares—basic 11,696 150,940 75,291 Common stock equivalents — 23,364 — Weighted average shares—diluted 11,696 174,304 75,291 Earnings per common share: Basic (loss) income from continuing operations $ (1.45 ) $ 1.12 $ (1.41 ) Basic loss from discontinued operations — — (0.02 ) Net (loss) income per basic common share $ (1.45 ) $ 1.12 $ (1.43 ) Diluted (loss) income from continuing operations $ (1.45 ) $ 0.97 $ (1.41 ) Diluted loss from discontinued operations — — (0.02 ) Net (loss) income per diluted common share $ (1.45 ) $ 0.97 $ (1.43 ) Dilutive stock-based awards excluded: Stock options — — — Restricted stock awards and units — — — Warrants — — 10,065 Total — — 10,065 Anti-dilutive stock-based awards excluded: 828 593 987 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: Successor Predecessor September 30, 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 $ — $ — $ — 0 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 608 (19 ) 589 6.4 1,269 (612 ) 657 4.1 Customer contracts — — — 0 17,352 (7,201 ) 10,151 9.8 $ 608 $ (19 ) $ 589 6.4 $ 30,352 $ (16,042 ) $ 14,310 8.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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: Successor Predecessor September 30, 2017 December 31, 2016 Derivative warrant liability $ 857 $ 4,298 Contingent consideration 500 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 September 30, 2017 and December 31, 2016 . Successor Predecessor September 30, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 140 (3,311 ) Balance at end of period $ 857 $ 4,298 The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017 and the year ended December 31, 2016 : Predecessor Seven Months Ended Year Ended July 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (16 ) (1,117 ) Canceled due to emergence from chapter 11 (25,267 ) — Outstanding at the end of the period — 25,283 The following table shows the Successor warrant activity for the two months ended September 30, 2017 : Successor Two Months Ended September 30, 2017 Outstanding at the beginning of the period — Issued 118 Exercised — Outstanding at the end of the period 118 |
Changes to Contingent Consideration | Changes to contingent consideration obligations during the two months ended September 30, 2017, seven months ended July 31, 2017, and the year ended December 31, 2016 were as follows: Successor Predecessor Two Months Ended Seven Months Ended Year Ended September 30, 2017 July 31, 2017 December 31, 2016 Balance at beginning of period $ 1,000 $ 8,500 $ 8,628 Cash payments (500 ) — — Changes in fair value of contingent consideration, net — — (128 ) Write-off contingent consideration due to settlement in chapter 11 — (7,500 ) — Balance at end of period 500 1,000 8,500 Less: current portion (500 ) (1,000 ) — Long-term contingent consideration $ — $ — $ 8,500 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2017 and December 31, 2016 : Successor Predecessor September 30, 2017 December 31, 2016 Accrued payroll and employee benefits $ 2,136 $ 2,432 Accrued insurance 2,746 3,887 Accrued legal and environmental costs 5,360 3,570 Accrued taxes 1,804 1,458 Accrued interest 232 4,699 Accrued operating costs 4,312 1,255 Accrued other 1,011 1,486 Total accrued liabilities $ 17,601 $ 18,787 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at September 30, 2017 and December 31, 2016 : Successor Predecessor September 30, 2017 December 31, 2016 Interest Rate Maturity Date Fair Value of Debt (h) Carrying Value of Debt Carrying Value of Debt Predecessor Revolving Facility (a) 6.15% Mar. 2017 $ — $ — $ 22,679 Successor Revolving Facility (b) 6.57% Aug. 2020 — — — 2018 Notes (c) 9.875% Apr. 2018 — — 40,436 2021 Notes (d) 10.00% Apr. 2021 — — 351,294 Predecessor Term Loan (e) 13.00% Apr. 2018 — — 60,711 Successor First Lien Term Loan (j) 8.57% Aug. 2020 14,821 14,821 — Successor Second Lien Term Loan (j) 11.00% Feb 2021 20,967 20,967 — Vehicle financings (f) 4.30% Various 4,381 4,381 7,699 Note payable (g) 4.25% Apr. 2019 — — 4,778 Total debt $ 40,169 40,169 487,597 Original issue discount and premium for 2018 Notes — (27 ) Original issue discount and premium for 2021 Notes — (282 ) Debt issuance costs presented with debt — (8,998 ) Debt discount for issuance of warrants (i) — (6,499 ) Total debt, net 40,169 471,791 Less: current portion of long-term debt (2,068 ) (465,835 ) Long-term debt $ 38,101 $ 5,956 _____________________ (a) The interest rate presented represents the interest rate on the $40.0 million Predecessor Revolving Facility at December 31, 2016. (b) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of September 30, 2017 . (c) The interest rate presented represents the coupon rate on the Predecessor Company's 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 were due semi-annually on April 15 and October 15 of each year. The 2018 Notes were canceled on the Effective Date. (d) The interest rate presented represents the current coupon rate on the Predecessor Company's 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 was previously 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. The 2021 Notes were canceled on the Effective Date. (e) The Predecessor Term Loan accrued interest at a rate of 13% compounded monthly and which was paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest was due April 15, 2018. The Predecessor Term Loan was canceled on the Effective Date. (f) Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 4.30% , which mature in varying installments between 2017 and 2020 . Capital lease obligations were $4.4 million and $7.7 million at September 30, 2017 and December 31, 2016 , respectively. (g) The note payable balance as of December 31, 2016 represented the remaining amount due from acquiring the remaining interest of our former partner in AWS in 2015. Principal and interest payments were due in equal quarterly installments through April 2019. In connection with our chapter 11 filing, the note payable to AWS was settled. See Note 4 and Note 15 for discussion on the AWS Note payable settlement. (h) Our Successor Revolving Facility, Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (i) The debt discount for issuance of warrants represented the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which was amortized through interest expense over the term of the 2021 Notes and the Predecessor Term Loan. As described further in Note 11 , these warrants are accounted for as derivative liabilities. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. (j) Interest on the Successor First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus 7.25% . Interest on the Successor Second Lien Term Loan accrues at both an annual rate equal to 11.0% , with 5.5% payable in cash and 5.5% payable in kind prior to February 7, 2018 (or such later date as the Company may select in accordance with terms of the Second Lien Term Loan Agreement) and on or after February 7, 2018 (or such later date), at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 . Successor Predecessor September 30, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value 140 (3,311 ) Balance at end of period $ 857 $ 4,298 The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017 and the year ended December 31, 2016 : Predecessor Seven Months Ended Year Ended July 31, 2017 December 31, 2016 Outstanding at the beginning of the period 25,283 — Issued — 26,400 Exercised (16 ) (1,117 ) Canceled due to emergence from chapter 11 (25,267 ) — Outstanding at the end of the period — 25,283 The following table shows the Successor warrant activity for the two months ended September 30, 2017 : Successor Two Months Ended September 30, 2017 Outstanding at the beginning of the period — Issued 118 Exercised — Outstanding at the end of the period 118 |
Schedule of Assumptions Used | The fair value of the derivative warrant liability was estimated using the following model inputs: Successor Predecessor Period Ended At Issuance Period Ended September 30, 2017 August 7, 2017 December 31, 2016 Exercise price $ 39.82 $ 39.82 $ 0.01 Closing stock price (a) $ 24.81 $ 22.28 $ 0.18 Risk free rate 2.14 % 2.07 % 2.40 % Expected volatility 38.85 % 39.39 % 79.50 % _____________________ (a) As the Company’s post-Effective Date common stock did not begin trading on the NYSE American Stock Exchange until October 12, 2017, the closing stock price used to estimate the fair value of the derivative warrant liability on August 7, 2017 was the implied price per share assuming an enterprise value of $302.5 million before fresh start accounting adjustments. The closing stock price used to estimate the fair value of the derivative warrant liability on September 30, 2017 was the implied price per share derived by fresh start accounting as discussed in Note 4 . See “Risks Related to our Common Stock” on page 58 of this Quarterly Report. |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | A rollforward of the liability from December 31, 2016 through September 30, 2017 is as follows: Lease Exit Costs Balance accrued at beginning of period - Predecessor $ 130 Cash payments (36 ) Balance accrued at end of period - Successor $ 94 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 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: Successor Predecessor Two Months Ended One Month Ended Three Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Current income tax expense $ — $ (33 ) $ (2 ) Deferred income tax (expense) benefit (34 ) 337 (22 ) Total income tax (expense) benefit $ (34 ) $ 304 $ (24 ) Successor Predecessor Two Months Ended Seven Months Ended Nine Months Ended September 30, 2017 July 31, 2017 September 30, 2016 Current income tax expense $ — $ (15 ) $ (782 ) Deferred income tax (expense) benefit (34 ) 337 (70 ) Total income tax (expense) benefit $ (34 ) $ 322 $ (852 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 one and seven months ended July 31, 2017, and the three and nine months ended September 30, 2016 are presented in the table below: Predecessor One Month Ended Three Months Ended Seven Months Ended Nine Months Ended July 31, 2017 September 30, 2016 July 31, 2017 September 30, 2016 Stock option grants — — — — Restricted stock grants — — — — Restricted stock unit grants — — — 1 Total grants under the 2009 Plan — — — 1 The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the one and seven months ended July 31, 2017, and the three and nine months ended September 30, 2016 was as follows: Predecessor One Month Ended Three Months Ended Seven Months Ended Nine Months Ended July 31, 2017 September 30, 2016 July 31, 2017 September 30, 2016 Stock options $ 12 $ 27 $ 109 $ 176 Restricted stock 22 118 153 321 Restricted stock units 2 107 195 411 Total expense $ 36 $ 252 $ 457 $ 908 The total grants awarded during the two months ended September 30, 2017 are presented in the table below: Successor Two Months Ended September 30, 2017 Stock option grants 709 Restricted stock grants — Restricted stock unit grants — Total grants in the Successor period 709 The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the two months ended September 30, 2017 was as follows: Successor Two Months Ended September 30, 2017 Stock options $ 181 Restricted stock — Restricted stock units — Total expense $ 181 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 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 Two months ended September 30, 2017 - Successor Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Direct operating expenses 15,779 5,962 4,369 — 26,110 General and administrative expenses 1,278 460 829 2,361 4,928 Depreciation and amortization 8,020 4,834 4,421 46 17,321 Operating loss (6,676 ) (4,097 ) (3,825 ) (2,407 ) (17,005 ) Reorganization items, net (475 ) (56 ) (25 ) 1,086 530 Loss before income taxes (7,190 ) (4,027 ) (3,744 ) (1,998 ) (16,959 ) One month ended July 31, 2017 - Predecessor Revenue 8,502 3,424 3,196 — 15,122 Direct operating expenses 6,434 3,329 2,133 — 11,896 General and administrative expenses 425 331 3 567 1,326 Depreciation and amortization 2,376 657 955 15 4,003 Operating loss (733 ) (893 ) 105 (582 ) (2,103 ) Reorganization items, net (4,195 ) 28,022 22,486 182,885 229,198 (Loss) income before income taxes (4,944 ) 27,121 22,583 179,096 223,856 Seven months ended July 31, 2017 - Predecessor Revenue 56,546 20,751 18,586 — 95,883 Direct operating expenses 46,837 21,117 13,056 — 81,010 General and administrative expenses 3,877 1,917 1,684 15,074 22,552 Depreciation and amortization 15,964 5,352 7,542 123 28,981 Operating loss (10,132 ) (7,635 ) (3,696 ) (15,197 ) (36,660 ) Reorganization items, net (4,658 ) 28,000 22,448 177,704 223,494 (Loss) income before income taxes (14,854 ) 20,194 18,650 144,299 168,289 As of September 30, 2017 - Successor Total assets (a) 155,938 64,949 115,800 13,768 350,455 Total assets held for sale 1,020 4,079 631 — 5,730 Three months ended September 30, 2016 - Predecessor Revenue 19,166 7,877 8,398 — 35,441 Direct operating expenses 13,890 9,311 8,921 — 32,122 General and administrative expenses 1,211 346 455 4,311 6,323 Depreciation and amortization 7,554 3,281 4,121 63 15,019 Operating loss (3,489 ) (10,733 ) (7,215 ) (4,374 ) (25,811 ) Loss before income taxes (3,618 ) (10,384 ) (7,265 ) (17,105 ) (38,372 ) Rocky Mountain Northeast Southern Corporate/ Other Total Nine months ended September 30, 2016 - Predecessor Revenue 63,023 28,342 25,029 — 116,394 Direct operating expenses 49,680 29,005 22,337 — 101,022 General and administrative expenses 4,758 1,875 2,348 18,998 27,979 Depreciation and amortization 23,425 10,590 11,854 201 46,070 Operating loss (14,840 ) (21,153 ) (13,937 ) (19,199 ) (69,129 ) Loss from continuing operations before income taxes (15,088 ) (20,984 ) (14,016 ) (55,365 ) (105,453 ) As of December 31, 2016 - Predecessor 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) | 9 Months Ended |
Sep. 30, 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: Predecessor Three Months Ended Nine Months Ended September 30, September 30, 2016 2016 Loss from discontinued operations before income taxes $ — $ — Income tax expense — — Loss from discontinued operations - before sale $ — $ — Loss on sale of TFI — (1,235 ) Loss from discontinued operations $ — $ (1,235 ) |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 Predecessor 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 ONE MONTH ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 15,122 $ — $ 15,122 Costs and expenses: Direct operating expenses — 11,896 — 11,896 General and administrative expenses 567 759 — 1,326 Depreciation and amortization 15 3,988 — 4,003 Total costs and expenses 582 16,643 — 17,225 Operating loss (582 ) (1,521 ) — (2,103 ) Interest expense, net (3,207 ) (39 ) — (3,246 ) Other income, net — 7 — 7 Income (loss) from equity investments 122,214 — (122,214 ) — Reorganization items, net 182,885 46,313 — 229,198 Income before income taxes 301,310 44,760 (122,214 ) 223,856 Income tax benefit (expense) (77,150 ) 77,454 — 304 Net income $ 224,160 $ 122,214 $ (122,214 ) $ 224,160 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 35,441 $ — $ 35,441 Costs and expenses: Direct operating expenses — 32,122 — 32,122 General and administrative expenses 4,311 2,012 — 6,323 Depreciation and amortization 63 14,956 — 15,019 Impairment of long-lived assets — 7,788 — 7,788 Total costs and expenses 4,374 56,878 — 61,252 Operating loss (4,374 ) (21,437 ) — (25,811 ) Interest expense, net (14,335 ) (321 ) — (14,656 ) Other income, net 1,551 493 — 2,044 (Loss) income from equity investments (21,213 ) (2 ) 21,266 51 Loss from continuing operations before income taxes (38,371 ) (21,267 ) 21,266 (38,372 ) Income tax (expense) benefit (25 ) 1 — (24 ) Loss from continuing operations (38,396 ) (21,266 ) 21,266 (38,396 ) Loss from discontinued operations, net of income taxes — — — — Net loss $ (38,396 ) $ (21,266 ) $ 21,266 $ (38,396 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 95,883 $ — $ 95,883 Costs and expenses: Direct operating expenses — 81,010 — 81,010 General and administrative expenses 15,074 7,478 — 22,552 Depreciation and amortization 123 28,858 — 28,981 Total costs and expenses 15,197 117,346 — 132,543 Operating loss (15,197 ) (21,463 ) — (36,660 ) Interest expense, net (22,333 ) (459 ) — (22,792 ) Other income, net 4,125 136 — 4,261 Income (loss) from equity investments 101,462 (14 ) (101,462 ) (14 ) Reorganization items, net 177,704 45,790 — 223,494 Income before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax benefit (expense) (77,150 ) 77,472 — 322 Net income $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 116,394 $ — $ 116,394 Costs and expenses: Direct operating expenses — 101,022 — 101,022 General and administrative expenses 18,998 8,981 — 27,979 Depreciation and amortization 201 45,869 — 46,070 Impairment of long-lived assets — 10,452 — 10,452 Total costs and expenses 19,199 166,324 — 185,523 Operating loss (19,199 ) (49,930 ) — (69,129 ) Interest expense, net (39,813 ) (861 ) — (40,674 ) Other income, net 2,574 711 — 3,285 (Loss) income from equity investments (48,374 ) (8 ) 50,121 1,739 Loss on extinguishment of debt (674 ) — — (674 ) Loss from continuing operations before income taxes (105,486 ) (50,088 ) 50,121 (105,453 ) Income tax expense (819 ) (33 ) — (852 ) Loss from continuing operations (106,305 ) (50,121 ) 50,121 (106,305 ) Loss from discontinued operations, net of income taxes (1,235 ) — — (1,235 ) Net loss $ (107,540 ) $ (50,121 ) $ 50,121 $ (107,540 ) |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,672 ) $ (277 ) $ (18,949 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 3,083 3,083 Purchase of property, plant and equipment — (3,149 ) (3,149 ) Change in restricted cash (5,666 ) (719 ) (6,385 ) Net cash used in investing activities (5,666 ) (785 ) (6,451 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 106,785 — 106,785 Payments on Predecessor revolving credit facility (129,964 ) — (129,964 ) Proceeds from Predecessor term loan 15,700 — 15,700 Proceeds from debtor in possession term loan 6,875 — 6,875 Proceeds from Successor First and Second Lien Term Loans 36,053 — 36,053 Payments for debt issuance costs (1,053 ) — (1,053 ) Payments on vehicle financing and other financing activities — (2,797 ) (2,797 ) Net cash provided by (used in) financing activities 34,396 (2,797 ) 31,599 Net increase (decrease) in cash 10,058 (3,859 ) 6,199 Cash and cash equivalents - beginning of period 913 81 994 Cash and cash equivalents - end of period $ 10,971 $ (3,778 ) $ 7,193 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,988 ) $ (334 ) $ (19,322 ) Cash flows from investing activities: Proceeds from the sale of property and equipment 25 9,929 9,954 Purchase of property, plant and equipment — (2,613 ) (2,613 ) Proceeds from the sale of UGSI 5,032 — 5,032 Change in restricted cash 3,850 (687 ) 3,163 Net cash provided by investing activities 8,907 6,629 15,536 Cash flows from financing activities: Proceeds from revolving credit facility 118,533 — 118,533 Payments on revolving credit facility (176,428 ) — (176,428 ) Proceeds from term loan 24,000 — 24,000 Payments for debt issuance costs (1,084 ) — (1,084 ) Issuance of stock 5,000 — 5,000 Payments on vehicle financing and other financing activities (9 ) (4,948 ) (4,957 ) Net cash used in financing activities (29,988 ) (4,948 ) (34,936 ) Net (decrease) increase in cash (40,069 ) 1,347 (38,722 ) Cash and cash equivalents - beginning of period 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of period $ 591 $ (4 ) $ 587 |
Emergence from Chapter 11 Reo39
Emergence from Chapter 11 Reorganization - Narrative (Details) | Jul. 31, 2017USD ($)warrantsboard_of_directors_members$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | Aug. 07, 2017$ / shares | Oct. 15, 2016 |
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 4.30% | |||
New members appointed to board of directors | board_of_directors_members | 3 | |||
Successor shares distributed (in shares) | shares | 11,695,580 | |||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | |||
2018 Notes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 9.875% | 9.875% | ||
2021 Notes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 10.00% | 12.50% | ||
2021 Notes | Maximum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 12.50% | |||
2021 Notes | Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 10.00% | |||
2021 Noteholders | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | shares | 7,900,000 | |||
Affected Classes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | shares | 100,000 | |||
Supporting Noteholder Term Loan Claims | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | shares | 3,695,580 | |||
Line of Credit | First Lien Credit Agreement | ACF FinCo I, LP | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Maximum amount from credit agreement | $ | $ 45,000,000 | |||
Line of Credit | Revolving Credit Facility | ACF FinCo I, LP | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Maximum amount from credit agreement | $ | 30,000,000 | $ 30,000,000 | ||
Line of Credit | Secured Debt | ACF FinCo I, LP | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Maximum amount from credit agreement | $ | $ 15,000,000 | |||
Line of Credit | DIP Second Term Loan | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest rate | 11.00% | |||
Line of Credit | DIP Second Term Loan | Wilmington Savings Fund Society, FSB | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Maximum amount from credit agreement | $ | $ 26,800,000 |
Fresh Start Accounting - Narrat
Fresh Start Accounting - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($)warrants$ / shares | Sep. 30, 2017$ / shares | Aug. 07, 2017$ / shares |
Fresh-Start Adjustment [Line Items] | |||
Percentage of voting shares upon emergence (less than) | 50.00% | ||
Weighted average cost of capital | 11.30% | ||
Enterprise value | $ 302,500 | ||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | ||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 |
Common stock, par value (USD per share) | $ / shares | $ 0.01 | ||
Minimum | |||
Fresh-Start Adjustment [Line Items] | |||
Enterprise value | $ 270,000 | ||
Maximum | |||
Fresh-Start Adjustment [Line Items] | |||
Enterprise value | $ 335,000 |
Fresh Start Accounting - Reconc
Fresh Start Accounting - Reconciliation of Enterprise Value to Estimated Fair Value (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2017 | Aug. 07, 2017 | Jul. 31, 2017 |
Reorganizations [Abstract] | |||
Common stock, par value (USD per share) | $ 0.01 | ||
Enterprise value | $ 302,500 | ||
Plus: Cash and cash equivalents and restricted cash | 14,998 | ||
Plus: Non-operating assets | 14,400 | ||
Fair value of invested capital | 331,898 | ||
Less: Fair value of First and Second Lien Term Loans | (36,053) | ||
Less: Fair value of capital leases | (5,654) | ||
Fair value of Successor common equity | $ 290,191 | ||
Shares outstanding of Successor Company (in shares) | 11,696 | ||
Implied per share value (in USD per share) | $ 24.81 | $ 22.28 | $ 24.81 |
Fresh Start Accounting - Reco42
Fresh Start Accounting - Reconciliation of Enterprise Value to Estimated Reorganization Value (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Reorganizations [Abstract] | |
Enterprise value | $ 302,500 |
Plus: Cash and cash equivalents and restricted cash | 14,998 |
Plus: Non-operating assets | 14,400 |
Fair value of invested capital | 331,898 |
Plus: Current liabilities, excluding current portion of long-term debt | 32,011 |
Plus: Non-current liabilities, excluding long-term debt | 6,441 |
Reorganization value of Successor Assets | $ 370,350 |
Fresh Start Accounting - Consol
Fresh Start Accounting - Consolidated Statement of Financial Position (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Assets | |
Postconfirmation, Cash and cash equivalents | $ 7,193 |
Postconfirmation, Restricted cash | 7,805 |
Postconfirmation, Accounts receivables, net | 27,535 |
Postconfirmation, Inventories | 3,935 |
Postconfirmation, Prepaid expenses and other receivables | 3,482 |
Postconfirmation, Other current assets | 424 |
Postconfirmation, Assets held for sale | 4,544 |
Postconfirmation, Total current assets | 54,918 |
Postconfirmation, Property, plant and equipment, net | 287,288 |
Postconfirmation, Equity investments | 59 |
Postconfirmation, Intangibles, net | 607 |
Postconfirmation, Goodwill | 27,139 |
Postconfirmation, Other assets | 339 |
Postconfirmation, Total assets | 370,350 |
Liabilities | |
Postconfirmation, Accounts payable | 8,298 |
Postconfirmation, Accrued liabilities | 18,083 |
Postconfirmation, Current contingent consideration | 1,000 |
Postconfirmation, Current portion of long-term debt | 3,342 |
Postconfirmation, Derivative warranty liability | 717 |
Postconfirmation, Other current liabilities | 3,913 |
Postconfirmation, Total current liabilities | 35,353 |
Postconfirmation, Deferred income taxes | 158 |
Postconfirmation, Long-term debt | 38,365 |
Postconfirmation, Long-term contingent consideration | 0 |
Postconfirmation, Other long-term liabilities | 6,283 |
Postconfirmation, Liabilities subject to compromise | 0 |
Postconfirmation, Total liabilities | 80,159 |
Shareholders’ deficit: | |
Postconfirmation, Common stock | 117 |
Postconfirmation, Additional paid-in-capital | 290,074 |
Postconfirmation, (Accumulated deficit) retained earnings | 0 |
Fair value of Successor common equity | 290,191 |
Postconfirmation, Total liabilities and shareholders' equity | 370,350 |
Reorganization Adjustments | |
Assets | |
Fresh-Start Adjustment, Increase (Decrease), Cash and cash equivalents | 4,465 |
Fresh-Start Adjustment, Increase (Decrease), Restricted cash | (206) |
Fresh-Start Adjustment, Increase (Decrease), Accounts receivables, net | 0 |
Fresh-Start Adjustment, Increase (Decrease), Inventories | 0 |
Fresh-Start Adjustment, Increase (Decrease), Prepaid Expenses and Other Receivables | 282 |
Fresh-Start Adjustment, Increase (Decrease), Other current assets | (500) |
Fresh-Start Adjustment, Increase (Decrease), Assets held for sale | 3,913 |
Fresh-Start Adjustment, Increase (Decrease), Total current assets | 7,954 |
Fresh-Start Adjustment, Increase (Decrease), Property, plant and equipment, net | (8,678) |
Fresh-Start Adjustment, Increase (Decrease), Equity investments | 0 |
Fresh-Start Adjustment, Increase (Decrease), Intangibles, net | (763) |
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 0 |
Fresh-Start Adjustment, Increase (Decrease), Other assets | 0 |
Fresh-Start Adjustment, Increase (Decrease), Total assets | (1,487) |
Liabilities | |
Fresh-Start Adjustment, Increase (Decrease), Accounts payable | 1,967 |
Fresh-Start Adjustment, Increase (Decrease), Accrued liabilities | (12,168) |
Fresh-Start Adjustment, Increase (Decrease), Current contingent consideration | 1,000 |
Fresh-Start Adjustment, Increase (Decrease), Current portion of long-term debt | (37,665) |
Fresh-Start Adjustment, Increase (Decrease), Derivative warrant liability | 717 |
Fresh-Start Adjustment, Increase (Decrease), Other current liabilities | 3,913 |
Fresh-Start Adjustment, Increase (Decrease), Total current liabilities | (42,236) |
Fresh-Start Adjustment, Increase (Decrease), Deferred income taxes | 0 |
Fresh-Start Adjustment, Increase (Decrease), Long-term debt | 35,000 |
Fresh-Start Adjustment, Increase (Decrease), Long-term contingent consideration | 0 |
Fresh-Start Adjustment, Increase (Decrease), Other long-term liabilities | (461) |
Fresh-Start Adjustment, Increase (Decrease), Liabilities subject to compromise | (480,595) |
Fresh-Start Adjustment, Increase (Decrease), Total liabilities | (488,292) |
Shareholders’ deficit: | |
Fresh-Start Adjustment, Increase (Decrease), Common stock | 117 |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in-capital | 290,074 |
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit) | 196,614 |
Fresh-Start Adjustment, Increase (Decrease), Total shareholders' equity (deficit) | 486,805 |
Fresh-Start Adjustment, Increase (Decrease), Total liabilities and shareholders' equity | (1,487) |
Fresh Start Adjustments | |
Assets | |
Fresh-Start Adjustment, Increase (Decrease), Cash and cash equivalents | 0 |
Fresh-Start Adjustment, Increase (Decrease), Restricted cash | 0 |
Fresh-Start Adjustment, Increase (Decrease), Accounts receivables, net | 0 |
Fresh-Start Adjustment, Increase (Decrease), Inventories | 0 |
Fresh-Start Adjustment, Increase (Decrease), Prepaid Expenses and Other Receivables | 0 |
Fresh-Start Adjustment, Increase (Decrease), Other current assets | 0 |
Fresh-Start Adjustment, Increase (Decrease), Assets held for sale | 0 |
Fresh-Start Adjustment, Increase (Decrease), Total current assets | 0 |
Fresh-Start Adjustment, Increase (Decrease), Property, plant and equipment, net | 30,869 |
Fresh-Start Adjustment, Increase (Decrease), Equity investments | 0 |
Fresh-Start Adjustment, Increase (Decrease), Intangibles, net | (11,723) |
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 27,139 |
Fresh-Start Adjustment, Increase (Decrease), Other assets | 0 |
Fresh-Start Adjustment, Increase (Decrease), Total assets | 46,285 |
Liabilities | |
Fresh-Start Adjustment, Increase (Decrease), Accounts payable | 0 |
Fresh-Start Adjustment, Increase (Decrease), Accrued liabilities | (298) |
Fresh-Start Adjustment, Increase (Decrease), Current contingent consideration | 0 |
Fresh-Start Adjustment, Increase (Decrease), Current portion of long-term debt | 0 |
Fresh-Start Adjustment, Increase (Decrease), Derivative warrant liability | 0 |
Fresh-Start Adjustment, Increase (Decrease), Other current liabilities | 0 |
Fresh-Start Adjustment, Increase (Decrease), Total current liabilities | (298) |
Fresh-Start Adjustment, Increase (Decrease), Deferred income taxes | (314) |
Fresh-Start Adjustment, Increase (Decrease), Long-term debt | 1,053 |
Fresh-Start Adjustment, Increase (Decrease), Long-term contingent consideration | 0 |
Fresh-Start Adjustment, Increase (Decrease), Other long-term liabilities | 3,050 |
Fresh-Start Adjustment, Increase (Decrease), Liabilities subject to compromise | 0 |
Fresh-Start Adjustment, Increase (Decrease), Total liabilities | 3,491 |
Shareholders’ deficit: | |
Fresh-Start Adjustment, Increase (Decrease), Common stock | (152) |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in-capital | (1,408,324) |
Fresh-Start Adjustment, Increase (Decrease), Treasury stock (Predecessor) | 19,810 |
Fresh-Start Adjustment, Increase (Decrease), Retained Earnings (Deficit) | 1,431,460 |
Fresh-Start Adjustment, Increase (Decrease), Total shareholders' equity (deficit) | 42,794 |
Fresh-Start Adjustment, Increase (Decrease), Total liabilities and shareholders' equity | 46,285 |
Predecessor | |
Assets | |
Preconfirmation, Cash and cash equivalents | 2,728 |
Preconfirmation, Restricted cash | 8,011 |
Preconfirmation, Accounts receivables, net | 27,535 |
Preconfirmation, Inventories | 3,935 |
Preconfirmation, Prepaid expenses and other receivables | 3,200 |
Preconfirmation, Other current assets | 924 |
Preconfirmation, Assets held for sale | 631 |
Preconfirmation, Total current assets | 46,964 |
Preconfirmation, Property, plant and equipment, net | 265,097 |
Preconfirmation, Equity investments | 59 |
Preconfirmation, Intangibles, net | 13,093 |
Preconfirmation, Goodwill | 0 |
Preconfirmation, Other assets | 339 |
Preconfirmation, Total assets | 325,552 |
Liabilities | |
Preconfirmation, Accounts payable | 6,331 |
Preconfirmation, Accrued liabilities | 30,549 |
Preconfirmation, Current contingent consideration | 0 |
Preconfirmation, Current portion of long-term debt | 41,007 |
Preconfirmation, Derivative warrant liability | 0 |
Preconfirmation, Other current liabilities | 0 |
Preconfirmation, Total current liabilities | 77,887 |
Preconfirmation, Deferred income taxes | 472 |
Preconfirmation, Long-term debt | 2,312 |
Preconfirmation, Long-term contingent consideration | 0 |
Preconfirmation, Other long-term liabilities | 3,694 |
Preconfirmation, Liabilities subject to compromise | 480,595 |
Preconfirmation, Total liabilities | 564,960 |
Shareholders’ deficit: | |
Preconfirmation, Common stock (Successor) | 152 |
Preconfirmation, additional paid-in-capital (Successor) | 1,408,324 |
Preconfirmation, Common stock (Predecessor)) | 152 |
Preconfirmation, additional paid-in-capital (Predecessor) | 1,408,324 |
Preconfirmation, Treasury stock (Predecessor) | (19,810) |
Preconfirmation, (Accumulated deficit) retained earnings | (1,628,074) |
Preconfirmation, Total shareholders' equity (deficit) | (239,408) |
Preconfirmation, Total liabilities and shareholders' equity | $ 325,552 |
Fresh Start Accounting - Schedu
Fresh Start Accounting - Schedule of Net Cash Receipts (Payments) Recorded from Implementation of the Plan (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Receipt of Successor First Lien Term Loan and Successor Second Lien Term Loan Proceeds | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | $ 35,000 |
Payment of debtor in possession revolving facility, including accrued interest and fees | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | (30,461) |
Payment of debtor in possession term loan interest | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | (90) |
Cash payment in association with settlement of the 2018 Notes | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | (350) |
Release of restricted cash to unrestricted cash | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | 206 |
Refund of professional fees | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | 160 |
Reorganization Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Cash receipts (payments) | $ 4,465 |
Fresh Start Accounting - Sche45
Fresh Start Accounting - Schedule of Settlement for Lease Rejection Damages (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Reclassification of a rental security deposit to prepaid rent | |
Fresh-Start Adjustment [Line Items] | |
Settlement for lease rejection damages | $ (282) |
Settlement for the lease rejection damages | |
Fresh-Start Adjustment [Line Items] | |
Settlement for lease rejection damages | (218) |
Reorganization Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Settlement for lease rejection damages | $ (500) |
Fresh Start Accounting - Sche46
Fresh Start Accounting - Schedule of Adjustments to Note Payable (Details) - USD ($) | Jul. 31, 2017 | Jul. 17, 2017 | Sep. 30, 2017 | Jun. 30, 2015 |
Fresh-Start Adjustment [Line Items] | ||||
Loss on settlement of the AWS note payable | $ (5,603,000) | $ 0 | ||
Reorganization Adjustments | ||||
Fresh-Start Adjustment [Line Items] | ||||
Elimination of property, plant and equipment related to AWS settlement | (8,678,000) | |||
Elimination of intangible assets related to AWS settlement | (763,000) | |||
Recognition of assets held for sale on the AWS settlement | 3,913,000 | |||
Accrual of cash payment in connection with the AWS settlement (See F) | $ (75,000) | |||
Notes Payable, Other Payables | ||||
Fresh-Start Adjustment [Line Items] | ||||
Reimbursement of certain costs and deferred maintenance | $ 75,000 | |||
Appalachian Water Services | ||||
Fresh-Start Adjustment [Line Items] | ||||
Notes payable, fair value disclosure | $ 7,400,000 |
Fresh Start Accounting - Sche47
Fresh Start Accounting - Schedule of Reorganization Adjustment to Accrued Liabilities (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Accrual of the $75,000 related to the AWS settlement | |
Fresh-Start Adjustment [Line Items] | |
Reorganization adjustment to accrued liabilities | $ 75 |
Write-off of short-term deferred rent related to the Scottsdale Headquarters lease | |
Fresh-Start Adjustment [Line Items] | |
Reorganization adjustment to accrued liabilities | (330) |
Write-off of accrued interest related to the 2018 and 2021 Notes | |
Fresh-Start Adjustment [Line Items] | |
Reorganization adjustment to accrued liabilities | (11,650) |
Decrease in accrued interest for DIP Facilities due to cash payment | |
Fresh-Start Adjustment [Line Items] | |
Reorganization adjustment to accrued liabilities | (263) |
Reorganization Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Reorganization adjustment to accrued liabilities | $ (12,168) |
Fresh Start Accounting - Additi
Fresh Start Accounting - Additional Information - Contingent Consideration (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Aug. 31, 2017 | Sep. 30, 2017 |
Reorganizations [Abstract] | |||
Long-term portion of contingent consideration | $ 1,000 | $ 0 | |
Payment for contingent consideration | $ 500 | ||
Amount to be transferred when required permits are delivered | $ 500 |
Fresh Start Accounting - Summar
Fresh Start Accounting - Summary of the First and Second Lien Term Loans at Fair Value (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Successor First Lien Term Loan at fair value | |
Fresh-Start Adjustment [Line Items] | |
Term loans at fair value | $ 15,000 |
Successor Second Lien Term Loan at fair value | |
Fresh-Start Adjustment [Line Items] | |
Term loans at fair value | 21,053 |
Debt issuance costs associated with the Successor Second Lien Term Loan | |
Fresh-Start Adjustment [Line Items] | |
Term loans at fair value | (1,053) |
Reorganization Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Term loans at fair value | $ 35,000 |
Fresh Start Accounting - Summ50
Fresh Start Accounting - Summary of Liabilities Subject to Compromise (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
Pre-petition accounts payable | $ (1,967) |
Derivative warrant liability | (273) |
Balance of Liabilities subject to compromise | (480,595) |
Recoveries pursuant to the plan | 285,771 |
Net gain on debt discharge | (194,824) |
Contingent consideration | |
Fresh-Start Adjustment [Line Items] | |
Ideal original contingent consideration | (8,500) |
Reinstatement of pre-petition accounts payable | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | 1,967 |
Reinstatement of a portion of the Ideal contingent consideration pursuant to the settlement agreement | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | 1,000 |
Reinstatement of the AWS note payable pursuant to the settlement agreement | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | 3,913 |
Payment to the 2018 Noteholders pursuant to the Plan | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | 350 |
Write-off of accrued interest related to the 2018 and 2021 Notes | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | (11,650) |
Record the issuance of Successor common equity | |
Fresh-Start Adjustment [Line Items] | |
Recoveries pursuant to the plan | 290,191 |
2018 Notes | |
Fresh-Start Adjustment [Line Items] | |
Liabilities subject to compromise, debt | (40,020) |
2021 Notes | |
Fresh-Start Adjustment [Line Items] | |
Liabilities subject to compromise, debt | (347,658) |
Term Loan | |
Fresh-Start Adjustment [Line Items] | |
Liabilities subject to compromise, debt | (78,264) |
Notes Payable, Other Payables | |
Fresh-Start Adjustment [Line Items] | |
Liabilities subject to compromise, debt | $ (3,913) |
Fresh Start Accounting - Adjust
Fresh Start Accounting - Adjustments to Common Stock (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($)$ / sharesshares |
Fresh-Start Adjustment [Line Items] | |
Successor shares distributed (in shares) | shares | 11,695,580 |
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 |
Fair value of Successor common equity | $ 290,191 |
Common Stock | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), Common stock | 117 |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in-capital | 290,074 |
Fair value of Successor common equity | $ 290,191 |
Fresh Start Accounting - Cumula
Fresh Start Accounting - Cumulative Impact of Reorganization Adjustments (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Net gain on debt discharge | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | $ 194,824 |
Loss on settlement of the AWS note payable | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | (5,603) |
Write-off of a portion of the Ideal contingent consideration due to settlement | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | 7,500 |
Settlement of the lease rejection claim associated with the Scottsdale Headquarters lease | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | (218) |
Write-off of the deferred rent associated with the Scottsdale Headquarters lease | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | 790 |
Issuance of warrants to the 2018 Noteholders and other parties pursuant to the Plan | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | (717) |
Refund of professional fees | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | 160 |
Professional fees related to the reorganization under the Plan | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | (122) |
Reorganization Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | $ 196,614 |
Fresh Start Accounting - Summ53
Fresh Start Accounting - Summary of Property, Plant and Equipment (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
Land | $ 10,779 |
Buildings | 29,349 |
Building, leasehold and land improvements | 8,690 |
Pipelines | 66,962 |
Disposal wells | 41,195 |
Landfill | 4,500 |
Machinery and equipment | 16,724 |
Equipment under capital leases | 10,045 |
Motor vehicles and trailers | 55,333 |
Rental equipment | 36,748 |
Office equipment | 3,046 |
Construction in process | 3,917 |
Property, plant and equipment, net | 287,288 |
Predecessor | |
Fresh-Start Adjustment [Line Items] | |
Land | 11,495 |
Buildings | 27,145 |
Building, leasehold and land improvements | 10,724 |
Pipelines | 58,533 |
Disposal wells | 20,872 |
Landfill | 20,539 |
Machinery and equipment | 20,169 |
Equipment under capital leases | 6,499 |
Motor vehicles and trailers | 34,069 |
Rental equipment | 46,300 |
Office equipment | 1,954 |
Construction in process | 6,798 |
Property, plant and equipment, net | $ 265,097 |
Fresh Start Accounting - Sche54
Fresh Start Accounting - Schedule of Reorganization Value of Successor Assets (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill by segment | $ 27,139 |
Reorganization value of Successor assets | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill | 370,350 |
Less: Fair value of Successor assets (excluding goodwill) | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill | 343,211 |
Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill | 27,139 |
Rocky Mountain | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill by segment | 4,900 |
Northeast | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill by segment | 19,500 |
Southern | |
Fresh-Start Adjustment [Line Items] | |
Successor goodwill by segment | $ 2,700 |
Fresh Start Accounting - Cumu55
Fresh Start Accounting - Cumulative Impact of Fresh Start Accounting Adjustments (Details) $ in Thousands | Jul. 31, 2017USD ($) |
Revaluation of Assets | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), Property, plant and equipment, net | $ 30,869 |
Fresh-Start Adjustment, Increase (Decrease), Intangibles, net | (11,723) |
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 27,139 |
Fresh-Start Adjustment, Increase (Decrease), Deferred Income Tax Assets, Noncurrent | 314 |
Fresh-Start Adjustment, Increase (Decrease), Total assets | 42,794 |
Revaluation of Liabilities | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), Asset Retirement Obligation | (3,050) |
Fresh-Start Adjustment, Increase (Decrease), Environmental Liability | 298 |
Fresh-Start Adjustment, Increase (Decrease), Debt Issuance Costs | (1,053) |
Exchange of Stock for Stock | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), Common stock (Predecessor) | 152 |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in-capital (Predecessor) | 1,408,324 |
Fresh-Start Adjustment, Increase (Decrease), Treasury stock (Predecessor) | (19,810) |
Fresh Start Adjustments | |
Fresh-Start Adjustment [Line Items] | |
Fresh-Start Adjustment, Increase (Decrease), Property, plant and equipment, net | 30,869 |
Fresh-Start Adjustment, Increase (Decrease), Goodwill | 27,139 |
Fresh-Start Adjustment, Increase (Decrease), Total assets | 46,285 |
Fresh-Start Adjustment, Increase (Decrease), Common stock (Predecessor) | (152) |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in-capital (Predecessor) | (1,408,324) |
Fresh-Start Adjustment, Increase (Decrease), Treasury stock (Predecessor) | 19,810 |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | $ 1,431,460 |
Fresh Start Accounting - Sche56
Fresh Start Accounting - Schedule of Reorganization Items (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 |
Fresh-Start Adjustment [Line Items] | ||||||
Net gain on debt discharge | $ 0 | |||||
Change in assets and liabilities resulting from fresh start adjustments | 0 | |||||
Settlement of the AWS note payable | $ (5,603) | 0 | ||||
Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan | 0 | |||||
Professional and insurance fees | (2,026) | |||||
DIP credit agreement financing costs | 3,962 | |||||
Retention bonus payments | (1,406) | |||||
Other costs | 0 | |||||
Reorganization items, net | $ 530 | |||||
Predecessor | ||||||
Fresh-Start Adjustment [Line Items] | ||||||
Net gain on debt discharge | $ 194,824 | $ 194,824 | ||||
Change in assets and liabilities resulting from fresh start adjustments | 42,794 | 42,794 | ||||
Settlement of the AWS note payable | (5,603) | (5,603) | ||||
Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan | (717) | (717) | ||||
Professional and insurance fees | (4,979) | (9,090) | ||||
DIP credit agreement financing costs | (4,657) | (5,702) | ||||
Retention bonus payments | (258) | (806) | ||||
Other costs | 7,794 | 7,794 | ||||
Reorganization items, net | $ 229,198 | $ 0 | $ 223,494 | $ 0 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares—diluted (in shares) | 11,696,000 | ||
Continuing Operations | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares—diluted (in shares) | 0 | 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 | 0 |
Earnings Per Common Share (Deta
Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | |
Numerator: | |||||
(Loss) income from continuing operations | $ (16,993) | ||||
Loss from discontinued operations | 0 | ||||
Net (loss) income | $ (16,993) | ||||
Denominator: | |||||
Weighted average shares—basic (in shares) | 11,696,000 | ||||
Common stock equivalents (in shares) | 0 | ||||
Weighted average shares—diluted (in shares) | 11,696,000 | ||||
Earnings per common share: | |||||
Basic (loss) income from continuing operations (usd per share) | $ (1.45) | ||||
Basic loss from discontinued operations (usd per share) | 0 | ||||
Net (loss) income per basic common share (usd per share) | (1.45) | ||||
Diluted (loss) income from continuing operations (usd per share) | (1.45) | ||||
Diluted loss from discontinued operations (usd per share) | 0 | ||||
Net (loss) income per diluted common share (usd per share) | $ (1.45) | ||||
Dilutive stock-based awards excluded: | |||||
Stock options (in shares) | 0 | ||||
Restricted stock awards and units (in shares) | 0 | ||||
Warrants (in shares) | 0 | ||||
Total (in shares) | 0 | ||||
Antidilutive stock-based awards excluded (in shares) | 828,000 | ||||
Predecessor | |||||
Numerator: | |||||
(Loss) income from continuing operations | $ (38,396) | $ 168,611 | $ (106,305) | ||
Loss from discontinued operations | 0 | 0 | (1,235) | ||
Net (loss) income | $ 224,160 | $ (38,396) | $ 168,611 | $ (107,540) | |
Denominator: | |||||
Weighted average shares—basic (in shares) | 150,951,000 | 129,669,000 | 150,940,000 | 75,291,000 | |
Common stock equivalents (in shares) | 6,443,000 | 0 | 23,364,000 | 0 | |
Weighted average shares—diluted (in shares) | 157,394,000 | 129,669,000 | 174,304,000 | 75,291,000 | |
Earnings per common share: | |||||
Basic (loss) income from continuing operations (usd per share) | $ 1.12 | $ (1.41) | |||
Basic loss from discontinued operations (usd per share) | 0 | (0.02) | |||
Net (loss) income per basic common share (usd per share) | $ 1.48 | $ (0.30) | 1.12 | (1.43) | |
Diluted (loss) income from continuing operations (usd per share) | 0.97 | (1.41) | |||
Diluted loss from discontinued operations (usd per share) | 0 | (0.02) | |||
Net (loss) income per diluted common share (usd per share) | $ 1.42 | $ (0.30) | $ 0.97 | $ (1.43) | |
Dilutive stock-based awards excluded: | |||||
Stock options (in shares) | 0 | 0 | 0 | 0 | |
Restricted stock awards and units (in shares) | 0 | 0 | 0 | 0 | |
Warrants (in shares) | 0 | 21,304,000 | 0 | 10,065,000 | |
Total (in shares) | 0 | 21,304,000 | 0 | 10,065,000 | |
Antidilutive stock-based awards excluded (in shares) | 576,000 | 880,000 | 593,000 | 987,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 608 | |
Accumulated Amortization | (19) | |
Net | $ 589 | |
Remaining Useful Life (Years) | 6 years 5 months | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 0 | |
Accumulated Amortization | 0 | |
Net | 0 | |
Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 608 | |
Accumulated Amortization | (19) | |
Net | $ 589 | |
Remaining Useful Life (Years) | 6 years 5 months | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 0 | |
Accumulated Amortization | 0 | |
Net | $ 0 | |
Predecessor | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 30,352 | |
Accumulated Amortization | (16,042) | |
Net | $ 14,310 | |
Remaining Useful Life (Years) | 8 years 6 months | |
Predecessor | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,731 | |
Accumulated Amortization | (8,229) | |
Net | $ 3,502 | |
Remaining Useful Life (Years) | 5 years 8 months | |
Predecessor | Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,269 | |
Accumulated Amortization | (612) | |
Net | $ 657 | |
Remaining Useful Life (Years) | 4 years 1 month | |
Predecessor | Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 17,352 | |
Accumulated Amortization | (7,201) | |
Net | $ 10,151 | |
Remaining Useful Life (Years) | 9 years 9 months |
Assets Held for Sale and Impa60
Assets Held for Sale and Impairment (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | |
Goodwill [Line Items] | ||||
Impairment of assets to be disposed of | $ 2,400 | $ 2,100 | ||
Assets held for sale | 5,730 | |||
Impairment of long-lived assets | 2,404 | $ 2,700 | $ 4,800 | |
Appalachian Water Services | ||||
Goodwill [Line Items] | ||||
Assets held for sale | 3,900 | |||
Rocky Mountain | ||||
Goodwill [Line Items] | ||||
Impairment of assets to be disposed of | 2,200 | |||
Southern | ||||
Goodwill [Line Items] | ||||
Impairment of assets to be disposed of | $ 200 | 2,100 | ||
Impairment of long-lived assets | 300 | |||
Northeast | ||||
Goodwill [Line Items] | ||||
Impairment of long-lived assets | $ 2,400 | |||
Northeast | Marcellus Asset Group | ||||
Goodwill [Line Items] | ||||
Impairment of long-lived assets | 5,700 | |||
Northeast | Haynesville Asset Group | ||||
Goodwill [Line Items] | ||||
Impairment of long-lived assets | $ 0 |
Fair Value Measurements - Measu
Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Liabilities: | |||
Derivative warrant liability | $ 857 | $ 0 | |
Contingent consideration | $ 500 | ||
Predecessor | |||
Liabilities: | |||
Derivative warrant liability | 4,298 | $ 0 | |
Contingent consideration | $ 8,500 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Warrant Liability (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)$ / shares | Jul. 31, 2017USD ($)warrants$ / shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | Aug. 07, 2017$ / shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | |||||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | $ 39.82 | ||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Balance at beginning of period | $ 0 | $ 0 | ||||
Issuance of warrants | 717 | |||||
Exercise of warrants | 0 | |||||
Adjustments to estimated fair value | $ 140 | 140 | ||||
Balance at end of period | $ 857 | 857 | $ 0 | |||
Predecessor | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 0.01 | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||||
Balance at beginning of period | 4,298 | $ 4,298 | $ 0 | $ 0 | ||
Issuance of warrants | 7,838 | |||||
Exercise of warrants | (229) | |||||
Adjustments to estimated fair value | $ (4,025) | $ (2,574) | (3,311) | |||
Balance at end of period | $ 4,298 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands | Jul. 31, 2017 | Jul. 11, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Jun. 28, 2017 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Amount to be transferred when required permits are delivered | $ 500 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Less: current portion | $ (500) | |||||
Long-term contingent consideration | 1,000 | 0 | $ 1,000 | |||
Contingent consideration | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Balance at beginning of period | 1,000 | |||||
Liability settlements | (500) | |||||
Changes in fair value of contingent consideration, net | 0 | |||||
Balance at end of period | 1,000 | 500 | 1,000 | |||
Less: current portion | (500) | |||||
Long-term contingent consideration | 0 | |||||
Contingent consideration | Write-off of a portion of the Ideal contingent consideration due to settlement | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Liability settlements | 0 | |||||
Predecessor | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Less: current portion | $ 0 | |||||
Long-term contingent consideration | 8,500 | |||||
Predecessor | Contingent consideration | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Balance at beginning of period | $ 1,000 | 8,500 | 8,628 | |||
Liability settlements | 0 | 0 | ||||
Changes in fair value of contingent consideration, net | 0 | (128) | ||||
Balance at end of period | 1,000 | 1,000 | 8,500 | |||
Less: current portion | (1,000) | (1,000) | 0 | |||
Long-term contingent consideration | $ 0 | 0 | 8,500 | |||
Predecessor | Contingent consideration | Write-off of a portion of the Ideal contingent consideration due to settlement | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Liability settlements | $ 7,500 | $ 0 | ||||
Chapter 11 Bankruptcy | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Amount to be transferred upon emergence from Chapter 11 | $ 500 | |||||
Amount to be transferred when required permits are delivered | $ 500 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Long-term contingent consideration | $ 8,500 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Line Items] | ||
Accrued payroll and employee benefits | $ 2,136 | |
Accrued insurance | 2,746 | |
Accrued legal and environmental costs | 5,360 | |
Accrued taxes | 1,804 | |
Accrued interest | 232 | |
Accrued operating costs | 4,312 | |
Accrued other | 1,011 | |
Total accrued liabilities | $ 17,601 | |
Predecessor | ||
Accrued Liabilities [Line Items] | ||
Accrued payroll and employee benefits | $ 2,432 | |
Accrued insurance | 3,887 | |
Accrued legal and environmental costs | 3,570 | |
Accrued taxes | 1,458 | |
Accrued interest | 4,699 | |
Accrued operating costs | 1,255 | |
Accrued other | 1,486 | |
Total accrued liabilities | $ 18,787 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Oct. 15, 2016 | |
Debt Instrument [Line Items] | ||||
Interest Rate | 4.30% | |||
Fair Value of Debt | $ 40,169,000 | |||
Carrying Value of Debt | 40,200,000 | |||
Debt discount for issuance of warrants | 0 | |||
Total debt, net | 40,169,000 | |||
Less: current portion of long-term debt | (2,068,000) | |||
Long-term debt | 38,101,000 | |||
Capital lease obligations, noncurrent | 4,400,000 | $ 7,700,000 | ||
DIP Second Term Loan | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 11.00% | |||
Carrying Value of Debt | 20,967,000 | |||
Interest rate payable in cash | 5.50% | |||
Interest rate payable in kind | 5.50% | |||
ACF FinCo I, LP | Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | $ 30,000,000 | ||
Predecessor Asset Based Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 6.15% | |||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | $ 0 | |||
Successor Asset Based Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 6.57% | |||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | $ 0 | |||
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 9.875% | 9.875% | ||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | 0 | |||
Original issue discount and premium | $ 0 | |||
Interest rate, effective percentage | 11.00% | |||
2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 10.00% | 12.50% | ||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | 0 | |||
Original issue discount and premium | $ 0 | |||
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% | |||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | $ 0 | |||
DIP Term Loan | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 8.57% | |||
Fair Value of Debt | $ 14,821,000 | |||
Carrying Value of Debt | $ 14,800,000 | |||
DIP Second Term Loan | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 11.00% | |||
Fair Value of Debt | $ 20,967,000 | |||
Vehicle Financings | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.30% | |||
Fair Value of Debt | $ 4,381,000 | |||
Carrying Value of Debt | $ 4,381,000 | |||
Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.25% | |||
Fair Value of Debt | $ 0 | |||
Carrying Value of Debt | 0 | |||
Notes and Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs presented with debt | $ 0 | |||
Predecessor | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 487,597,000 | |||
Debt discount for issuance of warrants | (6,499,000) | |||
Total debt, net | 471,791,000 | |||
Less: current portion of long-term debt | (465,835,000) | |||
Long-term debt | 5,956,000 | |||
Predecessor | Predecessor Asset Based Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 22,679,000 | |||
Principal amount borrowed | 40,000,000 | |||
Predecessor | Successor Asset Based Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 0 | |||
Predecessor | 2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 40,436,000 | |||
Original issue discount and premium | (27,000) | |||
Predecessor | 2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 351,294,000 | |||
Original issue discount and premium | (282,000) | |||
Predecessor | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 60,711,000 | |||
Predecessor | DIP Term Loan | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 0 | |||
Predecessor | DIP Second Term Loan | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 0 | |||
Predecessor | Vehicle Financings | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 7,699,000 | |||
Predecessor | Notes Payable, Other Payables | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | 4,778,000 | |||
Predecessor | Notes and Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs presented with debt | $ (8,998,000) |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 40,200,000 | $ 40,200,000 | |
Proceeds from revolving credit facility | $ 0 | ||
Interest rate | 4.30% | 4.30% | |
DIP Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 14,800,000 | $ 14,800,000 | |
Variable interest rate | 8.57% | ||
DIP Second Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 11.00% | ||
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 4,381,000 | $ 4,381,000 | |
Interest rate | 4.30% | 4.30% | |
2018 Notes | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 0 | $ 0 | |
Interest rate | 9.875% | 9.875% | 9.875% |
Successor Asset Based Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 0 | $ 0 | |
Variable interest rate | 6.57% | ||
Appalachian Water Services | Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | 4,400,000 | $ 4,400,000 | |
First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit agreement, accordian feature | $ 20,000,000 | ||
LIBOR | First Lien Credit Agreement | DIP Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 7.25% | ||
LIBOR | Maximum | First Lien Credit Agreement | DIP Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 3.00% | ||
Line of Credit | DIP Second Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 20,967,000 | $ 20,967,000 | |
Proceeds from revolving credit facility | $ 21,100,000 | ||
Additional borrowings available at request | $ 5,700,000 | ||
Interest rate | 11.00% | ||
Interest rate payable in cash | 5.50% | ||
Interest rate payable in kind | 5.50% | ||
Line of Credit | ACF FinCo I, LP | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 45,000,000 | ||
Line of Credit | ACF FinCo I, LP | LIBOR | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 5.25% |
Derivative Warrants (Details)
Derivative Warrants (Details) shares in Millions | Jul. 31, 2017warrants$ / shares | Dec. 31, 2016$ / sharesshares | Sep. 30, 2017$ / shares | Aug. 07, 2017$ / shares |
Derivative [Line Items] | ||||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | |||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | |||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | |||
Warrant | ||||
Derivative [Line Items] | ||||
Warrants issued during period (shares) | 26.4 | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 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 | 2021 Notes | ||||
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 | 2 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issued | $ 717 | |||
Exercised | $ 0 | |||
Warrant | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Outstanding at the beginning of the period | 0 | |||
Issued | $ 118 | |||
Exercised | $ 0 | |||
Outstanding at the end of the period | 118 | 0 | 118 | |
Predecessor | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issued | $ 7,838 | |||
Exercised | $ (229) | |||
Predecessor | Warrant | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Outstanding at the beginning of the period | 0 | 25,283 | 25,283 | 0 |
Issued | $ 0 | $ 26,400 | ||
Exercised | (16) | (1,117) | ||
Canceled due to emergence from chapter 11 | $ (25,267) | $ 0 | ||
Outstanding at the end of the period | 0 | 25,283 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 07, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Jul. 31, 2017 |
Class of Warrant or Right [Line Items] | ||||
Exercise price (in USD per warrant) | $ 39.82 | $ 39.82 | $ 39.82 | |
Closing stock price (in USD per share) | $ 22.28 | $ 24.81 | $ 24.81 | |
Risk free rate | 2.07% | 2.14% | ||
Expected volatility | 39.39% | 38.85% | ||
Enterprise value | $ 302,500 | |||
Predecessor | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in USD per warrant) | $ 0.01 | |||
Closing stock price (in USD per share) | $ 0.18 | |||
Risk free rate | 2.40% | |||
Expected volatility | 79.50% |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Other, net | $ 0 | $ 0 | $ 7,100,000 |
Accrued Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 100,000 |
Restructuring and Exit Costs 71
Restructuring and Exit Costs - Restructuring Reserve (Details) - Facility Closing $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Cash payments | $ (36) |
Balance accrued at end of period - Successor | 94 |
Predecessor | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at beginning of period - Predecessor | $ 130 |
Income Taxes - Components of (
Income Taxes - Components of (Expense) Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Current income tax expense | $ 0 | ||||
Deferred income tax (expense) benefit | (34) | ||||
Total income tax (expense) benefit | $ (34) | ||||
Predecessor | |||||
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Current income tax expense | $ (33) | $ (2) | $ (15) | $ (782) | |
Deferred income tax (expense) benefit | 337 | (22) | 337 | (70) | |
Total income tax (expense) benefit | $ 304 | $ (24) | $ 322 | $ (852) |
Income Taxes - Additional Info
Income Taxes - Additional Information (Detail) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | ||||||
Effective income tax benefit rate | (0.10%) | (0.20%) | 0.10% | (0.20%) | 0.80% | |
Federal statutory rate | 35.00% | 35.00% | 35.00% | 35.00% | 35.00% | |
Scenario, Forecast | ||||||
Income Tax Contingency [Line Items] | ||||||
Effective income tax benefit rate | 0.00% |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - Chief Executive Officer $ in Millions | Jul. 31, 2017USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option award (percent) | 12.50% |
Share-based Compensation Award, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option award (percent) | 2.50% |
Enterprise valuation of company's common stock | $ 475 |
Share-based Compensation Award, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option award (percent) | 2.50% |
Enterprise valuation of company's common stock | $ 525 |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option award (percent) | 7.50% |
- Share-based Compensation (Det
- Share-based Compensation (Detail) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grants (in shares) | 709 | ||||
Stock-based compensation (in shares) | $ 181 | ||||
Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grants (in shares) | 0 | 0 | 0 | 1 | |
Stock-based compensation (in shares) | $ 36 | $ 252 | $ 457 | $ 908 | |
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants (in shares) | 709 | ||||
Stock-based compensation (in shares) | $ 181 | ||||
Stock options | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants (in shares) | 0 | 0 | 0 | 0 | |
Stock-based compensation (in shares) | $ 12 | $ 27 | $ 109 | $ 176 | |
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (in shares) | 0 | ||||
Stock-based compensation (in shares) | $ 0 | ||||
Restricted stock | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (in shares) | 0 | 0 | 0 | 0 | |
Stock-based compensation (in shares) | $ 22 | $ 118 | $ 153 | $ 321 | |
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (in shares) | 0 | ||||
Restricted stock units (in shares) | $ 0 | ||||
Restricted stock units | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (in shares) | 0 | 0 | 0 | 1 | |
Restricted stock units (in shares) | $ 2 | $ 107 | $ 195 | $ 411 |
Legal Matters (Detail)
Legal Matters (Detail) - USD ($) | Jul. 17, 2017 | Jun. 30, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||||
Environmental accrual | $ 0 | $ 2,800,000 | ||
Notes Payable, Other Payables | ||||
Loss Contingencies [Line Items] | ||||
Reimbursement of certain costs and deferred maintenance | $ 75,000 | |||
Appalachian Water Services | ||||
Loss Contingencies [Line Items] | ||||
Payments to acquire businesses, gross | $ 4,000,000 | |||
Notes payable, fair value disclosure | $ 7,400,000 |
Segments - Additional Informat
Segments - Additional Information (Detail) | Sep. 30, 2017operating_division |
Segment Reporting [Abstract] | |
Number of operating divisions | 3 |
Segments - Financial Informati
Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 33,758 | |||||
Direct operating expenses | 26,110 | |||||
General and administrative expenses | 4,928 | |||||
Depreciation and amortization | 17,321 | |||||
Operating loss | (17,005) | |||||
Reorganization items, net | 530 | |||||
Loss before income taxes | (16,959) | |||||
Total assets | 350,455 | |||||
Total assets held for sale | 5,730 | |||||
Operating Segments | Rocky Mountain | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 20,567 | |||||
Direct operating expenses | 15,779 | |||||
General and administrative expenses | 1,278 | |||||
Depreciation and amortization | 8,020 | |||||
Operating loss | (6,676) | |||||
Reorganization items, net | (56) | |||||
Loss before income taxes | (7,190) | |||||
Total assets | 155,938 | |||||
Total assets held for sale | 1,020 | |||||
Operating Segments | Northeast | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 7,159 | |||||
Direct operating expenses | 5,962 | |||||
General and administrative expenses | 460 | |||||
Depreciation and amortization | 4,834 | |||||
Operating loss | (4,097) | |||||
Reorganization items, net | (25) | |||||
Loss before income taxes | (4,027) | |||||
Total assets | 64,949 | |||||
Total assets held for sale | 4,079 | |||||
Operating Segments | Southern | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 6,032 | |||||
Direct operating expenses | 4,369 | |||||
General and administrative expenses | 829 | |||||
Depreciation and amortization | 4,421 | |||||
Operating loss | (3,825) | |||||
Reorganization items, net | (475) | |||||
Loss before income taxes | (3,744) | |||||
Total assets | 115,800 | |||||
Total assets held for sale | 631 | |||||
Corporate/ Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | |||||
Direct operating expenses | 0 | |||||
General and administrative expenses | 2,361 | |||||
Depreciation and amortization | 46 | |||||
Operating loss | (2,407) | |||||
Reorganization items, net | 1,086 | |||||
Loss before income taxes | (1,998) | |||||
Total assets | 13,768 | |||||
Total assets held for sale | $ 0 | |||||
Predecessor | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 15,122 | $ 35,441 | $ 95,883 | $ 116,394 | ||
Direct operating expenses | 11,896 | 32,122 | 81,010 | 101,022 | ||
General and administrative expenses | 1,326 | 6,323 | 22,552 | 27,979 | ||
Depreciation and amortization | 4,003 | 15,019 | 28,981 | 46,070 | ||
Operating loss | (2,103) | (25,811) | (36,660) | (69,129) | ||
Reorganization items, net | 229,198 | 0 | 223,494 | 0 | ||
Loss before income taxes | 223,856 | (38,372) | 168,289 | (105,453) | ||
Total assets | $ 342,604 | |||||
Predecessor | Operating Segments | Rocky Mountain | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 8,502 | 19,166 | 56,546 | 63,023 | ||
Direct operating expenses | 6,434 | 13,890 | 46,837 | 49,680 | ||
General and administrative expenses | 425 | 1,211 | 3,877 | 4,758 | ||
Depreciation and amortization | 2,376 | 7,554 | 15,964 | 23,425 | ||
Operating loss | (733) | (3,489) | (10,132) | (14,840) | ||
Reorganization items, net | (4,195) | (4,658) | ||||
Loss before income taxes | (4,944) | (3,618) | (14,854) | (15,088) | ||
Total assets | 184,116 | |||||
Predecessor | Operating Segments | Northeast | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 3,424 | 7,877 | 20,751 | 28,342 | ||
Direct operating expenses | 3,329 | 9,311 | 21,117 | 29,005 | ||
General and administrative expenses | 331 | 346 | 1,917 | 1,875 | ||
Depreciation and amortization | 657 | 3,281 | 5,352 | 10,590 | ||
Operating loss | (893) | (10,733) | (7,635) | (21,153) | ||
Reorganization items, net | 28,022 | 28,000 | ||||
Loss before income taxes | 27,121 | (10,384) | 20,194 | (20,984) | ||
Total assets | 46,094 | |||||
Predecessor | Operating Segments | Southern | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 3,196 | 8,398 | 18,586 | 25,029 | ||
Direct operating expenses | 2,133 | 8,921 | 13,056 | 22,337 | ||
General and administrative expenses | 3 | 455 | 1,684 | 2,348 | ||
Depreciation and amortization | 955 | 4,121 | 7,542 | 11,854 | ||
Operating loss | 105 | (7,215) | (3,696) | (13,937) | ||
Reorganization items, net | 22,486 | 22,448 | ||||
Loss before income taxes | 22,583 | (7,265) | 18,650 | (14,016) | ||
Total assets | 107,350 | |||||
Predecessor | Corporate/ Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | 0 | ||
Direct operating expenses | 0 | 0 | 0 | 0 | ||
General and administrative expenses | 567 | 4,311 | 15,074 | 18,998 | ||
Depreciation and amortization | 15 | 63 | 123 | 201 | ||
Operating loss | (582) | (4,374) | (15,197) | (19,199) | ||
Reorganization items, net | 182,885 | 177,704 | ||||
Loss before income taxes | $ 179,096 | $ (17,105) | $ 144,299 | $ (55,365) | ||
Total assets | $ 5,044 |
Discontinued Operations - Addi
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Apr. 11, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) on sale of TFI | $ 0 | ||
TFI | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration | $ 85,000 | ||
Escrow deposit | $ 4,300 | ||
Gain (loss) on sale of TFI | $ (1,500) | ||
Escrow deposit disbursements | 4,300 | ||
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 | ||
TFI | Safety-Kleen | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain (loss) on sale of TFI | (1,300) | ||
Escrow deposit disbursements | $ 1,300 |
Discontinued Operations - Fina
Discontinued Operations - Financial Information of Discontinued Operations (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of TFI | $ 0 | ||||
Loss from discontinued operations | $ 0 | ||||
Predecessor | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of TFI | $ 0 | $ (1,235) | |||
Loss from discontinued operations | $ 0 | $ 0 | (1,235) | ||
TFI | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of TFI | $ (1,500) | ||||
TFI | Predecessor | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss from discontinued operations before income taxes | 0 | 0 | |||
Income tax expense | 0 | 0 | |||
Loss from discontinued operations - before sale | 0 | 0 | |||
Loss on sale of TFI | 0 | (1,235) | |||
Loss from discontinued operations | $ 0 | $ (1,235) |
Subsidiary Guarantors - Additi
Subsidiary Guarantors - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Subsidiary ownership percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
Subsidiary Guarantors - Conden
Subsidiary Guarantors - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Assets | |||||
Cash and cash equivalents | $ 3,248 | $ 7,193 | |||
Restricted cash | 7,758 | ||||
Accounts receivable, net | 32,843 | ||||
Assets held for sale | 5,730 | ||||
Total current assets | 58,169 | ||||
Property, plant and equipment, net | 264,314 | ||||
Equity investments | 57 | ||||
Intangibles, net | 589 | ||||
Other assets | 187 | ||||
Total assets | 350,455 | ||||
Liabilities and Shareholders’ Equity (Deficit) | |||||
Accounts payable | 7,534 | ||||
Accrued liabilities | 17,601 | ||||
Current portion of long-term debt | 2,068 | ||||
Derivative warrant liability | 857 | $ 0 | |||
Total current liabilities | 32,473 | ||||
Deferred income taxes | 192 | ||||
Long-term debt | 38,101 | ||||
Long-term portion of contingent consideration | 0 | 1,000 | |||
Other long-term liabilities | 6,310 | ||||
Total shareholders’ deficit | 273,379 | ||||
Total liabilities and shareholders’ equity (deficit) | $ 350,455 | ||||
Predecessor | |||||
Assets | |||||
Cash and cash equivalents | $ 7,193 | 994 | $ 587 | $ 39,309 | |
Restricted cash | 1,420 | ||||
Accounts receivable, net | 23,795 | ||||
Other current assets | 6,087 | ||||
Assets held for sale | 1,182 | ||||
Total current assets | 33,478 | ||||
Property, plant and equipment, net | 294,179 | ||||
Equity investments | 73 | ||||
Intangibles, net | 14,310 | ||||
Other assets | 564 | ||||
Total assets | 342,604 | ||||
Liabilities and Shareholders’ Equity (Deficit) | |||||
Accounts payable | 4,047 | ||||
Accrued liabilities | 18,787 | ||||
Current portion of long-term debt | 465,835 | ||||
Derivative warrant liability | 4,298 | $ 0 | |||
Total current liabilities | 492,967 | ||||
Deferred income taxes | 495 | ||||
Long-term debt | 5,956 | ||||
Long-term portion of contingent consideration | 8,500 | ||||
Other long-term liabilities | 3,752 | ||||
Total shareholders’ deficit | (169,066) | ||||
Total liabilities and shareholders’ equity (deficit) | 342,604 | ||||
Predecessor | Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | |||||
Assets | |||||
Cash and cash equivalents | 913 | ||||
Restricted cash | 475 | ||||
Accounts receivable, net | 0 | ||||
Other current assets | 1,022 | ||||
Assets held for sale | 0 | ||||
Total current assets | 2,410 | ||||
Property, plant and equipment, net | 2,363 | ||||
Equity investments | (51,590) | ||||
Intangibles, net | 0 | ||||
Other assets | 363,291 | ||||
Total assets | 316,474 | ||||
Liabilities and Shareholders’ Equity (Deficit) | |||||
Accounts payable | 412 | ||||
Accrued liabilities | 6,961 | ||||
Current portion of long-term debt | 459,313 | ||||
Derivative warrant liability | 4,298 | ||||
Total current liabilities | 470,984 | ||||
Deferred income taxes | (71,645) | ||||
Long-term debt | 0 | ||||
Long-term portion of contingent consideration | 0 | ||||
Other long-term liabilities | 86,201 | ||||
Total shareholders’ deficit | (169,066) | ||||
Total liabilities and shareholders’ equity (deficit) | 316,474 | ||||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | |||||
Assets | |||||
Cash and cash equivalents | 81 | ||||
Restricted cash | 945 | ||||
Accounts receivable, net | 23,795 | ||||
Other current assets | 5,065 | ||||
Assets held for sale | 1,182 | ||||
Total current assets | 31,068 | ||||
Property, plant and equipment, net | 291,816 | ||||
Equity investments | 73 | ||||
Intangibles, net | 14,310 | ||||
Other assets | 94,388 | ||||
Total assets | 431,655 | ||||
Liabilities and Shareholders’ Equity (Deficit) | |||||
Accounts payable | 3,635 | ||||
Accrued liabilities | 11,826 | ||||
Current portion of long-term debt | 6,522 | ||||
Derivative warrant liability | 0 | ||||
Total current liabilities | 21,983 | ||||
Deferred income taxes | 72,140 | ||||
Long-term debt | 5,956 | ||||
Long-term portion of contingent consideration | 8,500 | ||||
Other long-term liabilities | 374,666 | ||||
Total shareholders’ deficit | (51,590) | ||||
Total liabilities and shareholders’ equity (deficit) | 431,655 | ||||
Predecessor | Consolidation, Eliminations | |||||
Assets | |||||
Cash and cash equivalents | 0 | ||||
Restricted cash | 0 | ||||
Accounts receivable, net | 0 | ||||
Other current assets | 0 | ||||
Assets held for sale | 0 | ||||
Total current assets | 0 | ||||
Property, plant and equipment, net | 0 | ||||
Equity investments | 51,590 | ||||
Intangibles, net | 0 | ||||
Other assets | (457,115) | ||||
Total assets | (405,525) | ||||
Liabilities and Shareholders’ Equity (Deficit) | |||||
Accounts payable | 0 | ||||
Accrued liabilities | 0 | ||||
Current portion of long-term debt | 0 | ||||
Derivative warrant liability | 0 | ||||
Total current liabilities | 0 | ||||
Deferred income taxes | 0 | ||||
Long-term debt | 0 | ||||
Long-term portion of contingent consideration | 0 | ||||
Other long-term liabilities | (457,115) | ||||
Total shareholders’ deficit | 51,590 | ||||
Total liabilities and shareholders’ equity (deficit) | $ (405,525) |
Subsidiary Guarantors - Cond83
Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 31, 2017 | Sep. 30, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||
Revenue | $ 33,758 | ||||
Costs and expenses: | |||||
Direct operating expenses | 26,110 | ||||
General and administrative expenses | 4,928 | ||||
Depreciation and amortization | 17,321 | ||||
Impairment of long-lived assets | 2,404 | ||||
Total costs and expenses | 50,763 | ||||
Operating loss | (17,005) | ||||
Interest expense, net | (778) | ||||
Reorganization items, net | 530 | ||||
Loss on extinguishment of debt | 0 | ||||
(Loss) income before income taxes | (16,959) | ||||
Income tax (expense) benefit | (34) | ||||
(Loss) income from continuing operations | (16,993) | ||||
Loss from discontinued operations, net of income taxes | 0 | ||||
Net (loss) income | $ (16,993) | ||||
Predecessor | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenue | $ 15,122 | $ 35,441 | $ 95,883 | $ 116,394 | |
Costs and expenses: | |||||
Direct operating expenses | 11,896 | 32,122 | 81,010 | 101,022 | |
General and administrative expenses | 1,326 | 6,323 | 22,552 | 27,979 | |
Depreciation and amortization | 4,003 | 15,019 | 28,981 | 46,070 | |
Impairment of long-lived assets | 0 | 7,788 | 0 | 10,452 | |
Total costs and expenses | 17,225 | 61,252 | 132,543 | 185,523 | |
Operating loss | (2,103) | (25,811) | (36,660) | (69,129) | |
Interest expense, net | (3,246) | (14,656) | (22,792) | (40,674) | |
Other income, net | 7 | 2,044 | 4,261 | 3,285 | |
Income (loss) from equity investments | 0 | 51 | (14) | 1,739 | |
Reorganization items, net | 229,198 | 0 | 223,494 | 0 | |
Loss on extinguishment of debt | 0 | (674) | |||
(Loss) income before income taxes | 223,856 | (38,372) | 168,289 | (105,453) | |
Income tax (expense) benefit | 304 | (24) | 322 | (852) | |
(Loss) income from continuing operations | (38,396) | 168,611 | (106,305) | ||
Loss from discontinued operations, net of income taxes | 0 | 0 | (1,235) | ||
Net (loss) income | 224,160 | (38,396) | 168,611 | (107,540) | |
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | Predecessor | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Costs and expenses: | |||||
Direct operating expenses | 0 | 0 | 0 | 0 | |
General and administrative expenses | 567 | 4,311 | 15,074 | 18,998 | |
Depreciation and amortization | 15 | 63 | 123 | 201 | |
Impairment of long-lived assets | 0 | 0 | |||
Total costs and expenses | 582 | 4,374 | 15,197 | 19,199 | |
Operating loss | (582) | (4,374) | (15,197) | (19,199) | |
Interest expense, net | (3,207) | (14,335) | (22,333) | (39,813) | |
Other income, net | 0 | 1,551 | 4,125 | 2,574 | |
Income (loss) from equity investments | 122,214 | (21,213) | 101,462 | (48,374) | |
Reorganization items, net | 182,885 | 177,704 | |||
Loss on extinguishment of debt | (674) | ||||
(Loss) income before income taxes | 301,310 | (38,371) | 245,761 | (105,486) | |
Income tax (expense) benefit | (77,150) | (25) | (77,150) | (819) | |
(Loss) income from continuing operations | (38,396) | (106,305) | |||
Loss from discontinued operations, net of income taxes | 0 | (1,235) | |||
Net (loss) income | 224,160 | (38,396) | 168,611 | (107,540) | |
Reportable Legal Entities | Guarantor Subsidiaries | Predecessor | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenue | 15,122 | 35,441 | 95,883 | 116,394 | |
Costs and expenses: | |||||
Direct operating expenses | 11,896 | 32,122 | 81,010 | 101,022 | |
General and administrative expenses | 759 | 2,012 | 7,478 | 8,981 | |
Depreciation and amortization | 3,988 | 14,956 | 28,858 | 45,869 | |
Impairment of long-lived assets | 7,788 | 10,452 | |||
Total costs and expenses | 16,643 | 56,878 | 117,346 | 166,324 | |
Operating loss | (1,521) | (21,437) | (21,463) | (49,930) | |
Interest expense, net | (39) | (321) | (459) | (861) | |
Other income, net | 7 | 493 | 136 | 711 | |
Income (loss) from equity investments | 0 | (2) | (14) | (8) | |
Reorganization items, net | 46,313 | 45,790 | |||
Loss on extinguishment of debt | 0 | ||||
(Loss) income before income taxes | 44,760 | (21,267) | 23,990 | (50,088) | |
Income tax (expense) benefit | 77,454 | 1 | 77,472 | (33) | |
(Loss) income from continuing operations | (21,266) | (50,121) | |||
Loss from discontinued operations, net of income taxes | 0 | 0 | |||
Net (loss) income | 122,214 | (21,266) | 101,462 | (50,121) | |
Consolidation, Eliminations | Predecessor | |||||
Condensed Income Statements, Captions [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Costs and expenses: | |||||
Direct operating expenses | 0 | 0 | 0 | 0 | |
General and administrative expenses | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Impairment of long-lived assets | 0 | 0 | |||
Total costs and expenses | 0 | 0 | 0 | 0 | |
Operating loss | 0 | 0 | 0 | 0 | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Other income, net | 0 | 0 | 0 | 0 | |
Income (loss) from equity investments | (122,214) | 21,266 | (101,462) | 50,121 | |
Reorganization items, net | 0 | 0 | |||
Loss on extinguishment of debt | 0 | ||||
(Loss) income before income taxes | (122,214) | 21,266 | (101,462) | 50,121 | |
Income tax (expense) benefit | 0 | 0 | 0 | 0 | |
(Loss) income from continuing operations | 21,266 | 50,121 | |||
Loss from discontinued operations, net of income taxes | 0 | 0 | |||
Net (loss) income | $ (122,214) | $ 21,266 | $ (101,462) | $ 50,121 |
Subsidiary Guarantors - Cond84
Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||||
Net cash used in operating activities | $ (3,072) | |||
Cash flows from investing activities: | ||||
Proceeds from the sale of property and equipment | 1,623 | |||
Purchase of property, plant and equipment | (404) | |||
Proceeds from the sale of UGSI | 76 | |||
Change in restricted cash | 47 | |||
Net cash provided by (used in) investing activities | 1,342 | |||
Cash flows from financing activities: | ||||
Proceeds from Predecessor revolving credit facility | 0 | |||
Payments on Predecessor revolving credit facility | 0 | |||
Proceeds from Predecessor term loan | 0 | |||
Proceeds from debtor in possession term loan | 0 | |||
Payments for debt issuance costs | 0 | |||
Issuance of stock | 0 | |||
Payments on vehicle financing and other financing activities | (1,773) | |||
Net cash (used in) provided by financing activities | (2,215) | |||
Net (decrease) increase in cash and cash equivalents | (3,945) | |||
First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Payments on Predecessor revolving credit facility | (442) | |||
Proceeds from Predecessor term loan | 0 | |||
Predecessor | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities | $ (18,949) | $ (19,322) | ||
Cash flows from investing activities: | ||||
Proceeds from the sale of property and equipment | 3,083 | 9,954 | ||
Purchase of property, plant and equipment | (3,149) | (2,613) | ||
Proceeds from the sale of UGSI | 0 | 5,032 | ||
Change in restricted cash | (6,385) | 3,163 | ||
Net cash provided by (used in) investing activities | (6,451) | 15,536 | ||
Cash flows from financing activities: | ||||
Proceeds from Predecessor revolving credit facility | 106,785 | 118,533 | ||
Payments on Predecessor revolving credit facility | (129,964) | (176,428) | ||
Proceeds from Predecessor term loan | 15,700 | 24,000 | ||
Proceeds from debtor in possession term loan | 6,875 | 0 | ||
Payments for debt issuance costs | $ (1,053) | (1,053) | (1,084) | |
Issuance of stock | 0 | 5,000 | ||
Payments on vehicle financing and other financing activities | (2,797) | (4,957) | ||
Net cash (used in) provided by financing activities | 31,599 | (34,936) | ||
Net (decrease) increase in cash and cash equivalents | 6,199 | (38,722) | ||
Cash and cash equivalents - beginning of period | 7,193 | 994 | 39,309 | |
Cash and cash equivalents - end of period | 7,193 | 587 | ||
Predecessor | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Payments on Predecessor revolving credit facility | 0 | 0 | ||
Proceeds from Predecessor term loan | 36,053 | 0 | ||
Predecessor | Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities | (18,672) | (18,988) | ||
Cash flows from investing activities: | ||||
Proceeds from the sale of property and equipment | 0 | 25 | ||
Purchase of property, plant and equipment | 0 | 0 | ||
Proceeds from the sale of UGSI | 5,032 | |||
Change in restricted cash | (5,666) | 3,850 | ||
Net cash provided by (used in) investing activities | (5,666) | 8,907 | ||
Cash flows from financing activities: | ||||
Proceeds from Predecessor revolving credit facility | 106,785 | 118,533 | ||
Payments on Predecessor revolving credit facility | (129,964) | (176,428) | ||
Proceeds from Predecessor term loan | 15,700 | 24,000 | ||
Proceeds from debtor in possession term loan | 6,875 | |||
Payments for debt issuance costs | (1,053) | (1,084) | ||
Issuance of stock | 5,000 | |||
Payments on vehicle financing and other financing activities | 0 | (9) | ||
Net cash (used in) provided by financing activities | 34,396 | (29,988) | ||
Net (decrease) increase in cash and cash equivalents | 10,058 | (40,069) | ||
Cash and cash equivalents - beginning of period | 10,971 | 913 | 40,660 | |
Cash and cash equivalents - end of period | 10,971 | 591 | ||
Predecessor | Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from Predecessor term loan | 36,053 | |||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities | (277) | (334) | ||
Cash flows from investing activities: | ||||
Proceeds from the sale of property and equipment | 3,083 | 9,929 | ||
Purchase of property, plant and equipment | (3,149) | (2,613) | ||
Proceeds from the sale of UGSI | 0 | |||
Change in restricted cash | (719) | (687) | ||
Net cash provided by (used in) investing activities | (785) | 6,629 | ||
Cash flows from financing activities: | ||||
Proceeds from Predecessor revolving credit facility | 0 | 0 | ||
Payments on Predecessor revolving credit facility | 0 | 0 | ||
Proceeds from Predecessor term loan | 0 | 0 | ||
Proceeds from debtor in possession term loan | 0 | |||
Payments for debt issuance costs | $ 0 | 0 | ||
Issuance of stock | 0 | |||
Payments on vehicle financing and other financing activities | (2,797) | (4,948) | ||
Net cash (used in) provided by financing activities | (2,797) | (4,948) | ||
Net (decrease) increase in cash and cash equivalents | (3,859) | 1,347 | ||
Cash and cash equivalents - beginning of period | $ (3,778) | 81 | (1,351) | |
Cash and cash equivalents - end of period | (3,778) | $ (4) | ||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from Predecessor term loan | $ 0 |