Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0.2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 5,488 | |
Restricted cash | 1,296 | |
Accounts receivable, net | 30,965 | |
Inventories | 4,089 | |
Prepaid expenses and other receivables | 8,594 | |
Other current assets | 226 | |
Assets held for sale | 2,765 | |
Total current assets | 53,423 | |
Property, plant and equipment, net | 229,874 | |
Equity investments | 48 | |
Intangibles, net | 547 | |
Goodwill | 27,139 | |
Deferred income taxes | 84 | $ 0 |
Other assets | 207 | |
Total assets | 311,322 | |
Liabilities and Shareholders’ Equity (Deficit) | ||
Accounts payable | 7,946 | |
Accrued liabilities | 13,939 | |
Current contingent consideration | 500 | |
Current portion of long-term debt | 5,525 | |
Derivative warrant liability | 477 | 0 |
Total current liabilities | 28,387 | |
Deferred income taxes | 0 | |
Long-term debt | 33,524 | |
Long-term contingent consideration | 0 | |
Other long-term liabilities | 6,438 | |
Total liabilities | 68,349 | |
Commitments and contingencies | ||
Predecessor Preferred stock $0.001 par value (1,000 shares authorized, no shares issued and outstanding at December 31, 2016) | 0 | |
Predecessor Common stock, $0.001 par value (350,000 shares authorized, 152,433 shares issued and 150,919 outstanding at December 31, 2016) | 117 | |
Additional paid-in capital | 290,751 | |
Treasury stock, at cost (1,514 shares at December 31, 2016) | 0 | |
Accumulated deficit | (47,895) | |
Total shareholders’ equity (deficit) | 242,973 | |
Total liabilities and shareholders’ equity (deficit) | $ 311,322 | |
Predecessor | ||
Assets | ||
Cash and cash equivalents | 994 | |
Restricted cash | 1,420 | |
Accounts receivable, net | 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 | 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 | |
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 | ||
Predecessor Preferred stock $0.001 par value (1,000 shares authorized, no shares issued and outstanding at December 31, 2016) | 0 | |
Predecessor Common stock, $0.001 par value (350,000 shares authorized, 152,433 shares issued and 150,919 outstanding at December 31, 2016) | 152 | |
Additional paid-in capital | 1,407,867 | |
Treasury stock, at cost (1,514 shares at December 31, 2016) | (19,807) | |
Accumulated deficit | (1,557,278) | |
Total shareholders’ equity (deficit) | (169,066) | |
Total liabilities and shareholders’ equity (deficit) | $ 342,604 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (usd per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (usd per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 75,000,000 | |
Common stock, shares issued (in shares) | 11,696,000 | |
Common stock, shares outstanding (in shares) | 11,696,000 | |
Treasury stock, shares repurchased (in shares) | 0 | |
Predecessor | ||
Preferred stock, par value (usd per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (usd per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 350,000,000 | |
Common stock, shares issued (in shares) | 152,433,000 | |
Common stock, shares outstanding (in shares) | 150,919,000 | |
Treasury stock, shares repurchased (in shares) | 1,514,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||||
Service revenue | $ 72,395 | |||
Rental revenue | 7,793 | |||
Total revenue | 80,188 | |||
Costs and expenses: | ||||
Direct operating expenses | 67,077 | |||
General and administrative expenses | 10,615 | |||
Depreciation and amortization | 38,551 | |||
Impairment of long-lived assets | 4,904 | |||
Impairment of goodwill | 0 | |||
Other, net | 0 | |||
Total costs and expenses | 121,147 | |||
Loss from operations | (40,959) | |||
Interest expense, net | (2,187) | |||
Other income, net | 411 | |||
Loss on extinguishment of debt | 0 | |||
Reorganization items, net | (5,507) | |||
(Loss) income from continuing operations before income taxes | (48,242) | |||
Income tax benefit (expense) | 347 | |||
(Loss) income from continuing operations | (47,895) | |||
Loss from discontinued operations, net of income taxes | 0 | |||
Net (loss) income | $ (47,895) | |||
Earnings per common share: | ||||
Basic (loss) income from continuing operations (usd per share) | $ (4.09) | |||
Basic loss from discontinued operations (usd per share) | 0 | |||
Net (loss) income per basic common share (usd per share) | (4.09) | |||
Diluted (loss) income from continuing operations (usd per share) | (4.09) | |||
Diluted loss from discontinued operations (usd per share) | 0 | |||
Net (loss) income per diluted common share (usd per share) | $ (4.09) | |||
Weighted average shares outstanding: | ||||
Weighted average shares - basic (in shares) | 11,696 | |||
Weighted average shares - diluted (in shares) | 11,696 | |||
Predecessor | ||||
Revenue: | ||||
Service revenue | $ 86,564 | $ 139,886 | $ 327,655 | |
Rental revenue | 9,319 | 12,290 | 29,044 | |
Total revenue | 95,883 | 152,176 | 356,699 | |
Costs and expenses: | ||||
Direct operating expenses | 81,010 | 129,624 | 279,881 | |
General and administrative expenses | 22,552 | 37,013 | 39,327 | |
Depreciation and amortization | 28,981 | 60,763 | 70,511 | |
Impairment of long-lived assets | 0 | 42,164 | 0 | |
Impairment of goodwill | 0 | 0 | 104,721 | |
Other, net | 0 | 0 | 7,098 | |
Total costs and expenses | 132,543 | 269,564 | 501,538 | |
Loss from operations | (36,660) | (117,388) | (144,839) | |
Interest expense, net | (22,792) | (54,530) | (49,194) | |
Other income, net | 4,247 | 5,778 | 894 | |
Loss on extinguishment of debt | 0 | (674) | (2,145) | |
Reorganization items, net | 223,494 | 0 | 0 | |
(Loss) income from continuing operations before income taxes | 168,289 | (166,814) | (195,284) | |
Income tax benefit (expense) | 322 | (807) | 117 | |
(Loss) income from continuing operations | 168,611 | (167,621) | (195,167) | |
Loss from discontinued operations, net of income taxes | 0 | (1,235) | (287) | |
Net (loss) income | $ 168,611 | $ (168,856) | $ (195,454) | |
Earnings per common share: | ||||
Basic (loss) income from continuing operations (usd per share) | $ 1.12 | $ (1.84) | $ (7.05) | |
Basic loss from discontinued operations (usd per share) | 0 | (0.01) | (0.01) | |
Net (loss) income per basic common share (usd per share) | 1.12 | (1.85) | (7.06) | |
Diluted (loss) income from continuing operations (usd per share) | 0.97 | (1.84) | (7.05) | |
Diluted loss from discontinued operations (usd per share) | 0 | (0.01) | (0.01) | |
Net (loss) income per diluted common share (usd per share) | $ 0.97 | $ (1.85) | $ (7.06) | |
Weighted average shares outstanding: | ||||
Weighted average shares - basic (in shares) | 150,940 | 90,979 | 27,681 | |
Weighted average shares - diluted (in shares) | 174,304 | 90,979 | 27,681 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Reorganization, Cancellation And Issuance Of Stock | Common Stock | Common StockReorganization, Cancellation And Issuance Of Stock | Additional Paid-In Capital | Additional Paid-In CapitalReorganization, Cancellation And Issuance Of Stock | Treasury Stock | Treasury StockReorganization, Cancellation And Issuance Of Stock | Accumulated Deficit | Accumulated DeficitReorganization, Cancellation And Issuance Of Stock |
Beginning Balance (Predecessor) at Dec. 31, 2014 | $ 152,947 | $ 29 | $ 1,365,537 | $ (19,651) | $ (1,192,968) | |||||
Beginning Balance (in shares) (Predecessor) at Dec. 31, 2014 | 28,937 | 1,449 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | Predecessor | 2,321 | 2,321 | ||||||||
Issuance of common stock to employees | Predecessor | (13) | (13) | ||||||||
Issuance of common stock to employees (in shares) | Predecessor | 157 | |||||||||
Treasury stock acquired through surrender of shares for tax withholding | Predecessor | (149) | $ (149) | ||||||||
Treasury stock acquired through surrender of shares for tax withholding (in shares) | Predecessor | (40) | |||||||||
401(k) match issued | Predecessor | 2,002 | $ 1 | 2,001 | |||||||
401(k) match issued (in shares) | Predecessor | 508 | |||||||||
ESPP distribution | Predecessor | 75 | 75 | ||||||||
ESPP distribution (in shares) | Predecessor | 22 | |||||||||
Net loss | Predecessor | (195,454) | (195,454) | ||||||||
Ending Balance (Predecessor) at Dec. 31, 2015 | (38,271) | $ 30 | 1,369,921 | $ (19,800) | (1,388,422) | |||||
Ending Balance (in shares) (Predecessor) at Dec. 31, 2015 | 29,624 | 1,489 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | Predecessor | 1,125 | 1,125 | ||||||||
Issuance of common stock to employees | Predecessor | 0 | 0 | ||||||||
Issuance of common stock to employees (in shares) | Predecessor | 309 | |||||||||
Issuance of common stock for debt converted to equity | Predecessor | 31,697 | $ 101 | 31,596 | |||||||
Issuance of common stock for debt converted to equity (in shares) | Predecessor | 101,072 | |||||||||
Issuance of common stock for warrants exercised | Predecessor | 229 | $ 1 | 228 | |||||||
Issuance of common stock for warrants exercised (in shares) | Predecessor | 1,070 | |||||||||
Issuance of common stock for rights offering | Predecessor | 5,000 | $ 20 | 4,980 | |||||||
Issuance of common stock for rights offering (in shares) | Predecessor | 20,312 | |||||||||
Treasury stock acquired through surrender of shares for tax withholding | Predecessor | (7) | $ (7) | ||||||||
Treasury stock acquired through surrender of shares for tax withholding (in shares) | Predecessor | (25) | |||||||||
ESPP distribution | Predecessor | 17 | 17 | ||||||||
ESPP distribution (in shares) | Predecessor | 46 | |||||||||
Net loss | Predecessor | (168,856) | (168,856) | ||||||||
Ending Balance (Predecessor) at Dec. 31, 2016 | (169,066) | $ 152 | 1,407,867 | $ (19,807) | (1,557,278) | |||||
Ending Balance (in shares) (Predecessor) at Dec. 31, 2016 | 152,433 | 1,514 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | Predecessor | (169,066) | |||||||||
Stock-based compensation | Predecessor | 457 | 457 | ||||||||
Issuance of common stock to employees | Predecessor | 0 | 0 | ||||||||
Issuance of common stock to employees (in shares) | Predecessor | 32 | |||||||||
Issuance of common stock for warrants exercised | Predecessor | 0 | $ 0 | 0 | |||||||
Issuance of common stock for warrants exercised (in shares) | Predecessor | 15 | |||||||||
Treasury stock acquired through surrender of shares for tax withholding | Predecessor | (2) | $ (2) | ||||||||
Treasury stock acquired through surrender of shares for tax withholding (in shares) | Predecessor | (12) | |||||||||
Net loss | Predecessor | 168,611 | 168,611 | ||||||||
Ending Balance (Predecessor) at Jul. 31, 2017 | 0 | $ 152 | 1,408,324 | $ (19,809) | (1,388,667) | |||||
Ending Balance at Jul. 31, 2017 | 290,191 | $ 117 | 290,074 | $ 0 | 0 | |||||
Ending Balance (in shares) (Predecessor) at Jul. 31, 2017 | 152,480 | (152,480) | 1,526 | 1,526 | ||||||
Ending Balance (in shares) (Successor) at Jul. 31, 2017 | 11,696 | |||||||||
Ending Balance (in shares) at Jul. 31, 2017 | 11,696 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | Predecessor | $ (152) | $ (1,408,324) | $ 19,809 | $ 1,388,667 | ||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | Successor | $ 290,191 | $ 117 | $ 290,074 | |||||||
Stock-based compensation | 677 | 677 | ||||||||
Net loss | (47,895) | (47,895) | ||||||||
Ending Balance at Dec. 31, 2017 | 242,973 | $ 117 | $ 290,751 | $ 0 | $ (47,895) | |||||
Ending Balance (in shares) at Dec. 31, 2017 | 11,696 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | $ 242,973 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||||||||||||||
Net (loss) income | $ (16,993) | $ (30,902) | $ (47,895) | |||||||||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||||||||
Income from discontinued operations, net of income taxes | 0 | |||||||||||||
Loss on the sale of TFI | 0 | |||||||||||||
Depreciation and amortization of intangible assets | 38,551 | |||||||||||||
Amortization of debt issuance costs, net | 0 | |||||||||||||
Accrued interest added to debt principal | 473 | |||||||||||||
Stock-based compensation | 677 | |||||||||||||
Impairment of long-lived assets | 4,904 | |||||||||||||
Impairment of goodwill | 0 | |||||||||||||
Gain on sale of UGSI | (76) | |||||||||||||
Loss (gain) on disposal of property, plant and equipment | 5,695 | |||||||||||||
Bad debt expense (recoveries) | 91 | |||||||||||||
Adjustments to estimated fair value | (239) | $ (240) | ||||||||||||
Loss on extinguishment of debt | 0 | |||||||||||||
Deferred income taxes | (242) | |||||||||||||
Other, net | 4,503 | |||||||||||||
Reorganization items, non-cash | 0 | |||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Accounts receivable | (3,521) | |||||||||||||
Prepaid expenses and other receivables | (312) | |||||||||||||
Accounts payable and accrued liabilities | (5,034) | |||||||||||||
Other assets and liabilities, net | (4,036) | |||||||||||||
Net cash (used in) provided by operating activities from continuing operations | (6,461) | |||||||||||||
Net cash used in operating activities from discontinued operations | 0 | |||||||||||||
Net cash (used in) provided by operating activities | (6,461) | |||||||||||||
Cash flows from investing activities: | ||||||||||||||
Proceeds from the sale of TFI | 0 | |||||||||||||
Proceeds from the sale of property, plant and equipment | 4,034 | |||||||||||||
Purchases of property, plant and equipment | (2,231) | |||||||||||||
Proceeds from the sale of UGSI | 76 | |||||||||||||
Change in restricted cash | 6,509 | |||||||||||||
Net cash provided by (used in) investing activities from continuing operations | 8,388 | |||||||||||||
Net cash used in investing activities from discontinued operations | 0 | |||||||||||||
Net cash provided by (used in) investing activities | 8,388 | |||||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from 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 | (2,391) | |||||||||||||
Net cash (used in) provided by financing activities from continuing operations | (3,632) | |||||||||||||
Net cash used in financing activities from discontinued operations | 0 | |||||||||||||
Net cash (used in) provided by financing activities | (3,632) | |||||||||||||
Net (decrease) increase in cash and cash equivalents | (1,705) | |||||||||||||
Cash and cash equivalents - beginning of period | 7,193 | 7,193 | ||||||||||||
Cash and cash equivalents - end of period | $ 7,193 | 5,488 | 5,488 | $ 7,193 | 5,488 | |||||||||
Less: cash and cash equivalents of discontinued operations - end of year | 0 | 0 | 0 | |||||||||||
Cash and cash equivalents of continuing operations - end of year | $ 5,488 | 5,488 | 5,488 | |||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Cash paid for interest | 1,003 | |||||||||||||
Cash (refunded) paid for taxes, net | (324) | |||||||||||||
Purchases of property, plant and equipment under capital leases | 0 | |||||||||||||
Property, plant and equipment purchases in accounts payable | 754 | |||||||||||||
Deferred financing costs financed through principal debt balance | 0 | |||||||||||||
Deferred financing costs in accounts payable and accrued liabilities | 0 | |||||||||||||
Conversion of debt to equity | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Conversion of debt | 0 | |||||||||||||
Conversion of accrued interest on principal debt balance | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Conversion of debt | 474 | |||||||||||||
401(k) match | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Common stock issued for 401(k) match | 0 | |||||||||||||
First and Second Lien Term Loans | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from credit facility | 0 | |||||||||||||
Payments on lines of credit | (1,241) | |||||||||||||
Successor Asset Based Revolving Credit Facility | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||
Payments on lines of credit | (79,464) | |||||||||||||
Proceeds from Successor revolving facility | 79,464 | |||||||||||||
Predecessor | ||||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net (loss) income | 224,160 | $ (19,587) | $ (35,962) | $ (61,316) | $ (38,396) | $ (41,928) | $ (27,216) | 168,611 | $ (168,856) | $ (195,454) | ||||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||||||||
Income from discontinued operations, net of income taxes | 0 | 0 | (906) | |||||||||||
Loss on the sale of TFI | 0 | 1,235 | 1,534 | |||||||||||
Depreciation and amortization of intangible assets | 28,981 | 60,763 | 70,511 | |||||||||||
Amortization of debt issuance costs, net | 2,135 | 6,165 | 4,800 | |||||||||||
Accrued interest added to debt principal | 11,474 | 26,684 | 0 | |||||||||||
Stock-based compensation | 457 | 1,125 | 2,321 | |||||||||||
Impairment of long-lived assets | 0 | 42,164 | 5,921 | |||||||||||
Impairment of goodwill | 0 | 0 | 104,721 | |||||||||||
Gain on sale of UGSI | 0 | (1,747) | 0 | |||||||||||
Loss (gain) on disposal of property, plant and equipment | (258) | 3,512 | (321) | |||||||||||
Bad debt expense (recoveries) | 788 | (283) | (1,110) | |||||||||||
Adjustments to estimated fair value | (4,025) | (3,311) | 0 | |||||||||||
Loss on extinguishment of debt | 0 | 674 | 2,145 | |||||||||||
Deferred income taxes | (337) | 225 | (1) | |||||||||||
Other, net | (11,295) | 560 | (456) | |||||||||||
Reorganization items, non-cash | (218,600) | 0 | 0 | |||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
Accounts receivable | (4,528) | 18,676 | 67,735 | |||||||||||
Prepaid expenses and other receivables | 472 | (285) | 543 | |||||||||||
Accounts payable and accrued liabilities | 3,682 | (13,507) | (17,059) | |||||||||||
Other assets and liabilities, net | 3,494 | (45) | 4,903 | |||||||||||
Net cash (used in) provided by operating activities from continuing operations | (18,949) | (26,251) | 49,827 | |||||||||||
Net cash used in operating activities from discontinued operations | 0 | 0 | (708) | |||||||||||
Net cash (used in) provided by operating activities | (18,949) | (26,251) | 49,119 | |||||||||||
Cash flows from investing activities: | ||||||||||||||
Proceeds from the sale of TFI | 0 | 0 | 78,897 | |||||||||||
Proceeds from the sale of property, plant and equipment | 3,083 | 10,696 | 12,732 | |||||||||||
Purchases of property, plant and equipment | (3,149) | (3,826) | (19,201) | |||||||||||
Proceeds from the sale of UGSI | 0 | 5,032 | 0 | |||||||||||
Change in restricted cash | (6,385) | 2,830 | (4,250) | |||||||||||
Net cash provided by (used in) investing activities from continuing operations | (6,451) | 14,732 | 68,178 | |||||||||||
Net cash used in investing activities from discontinued operations | 0 | 0 | (181) | |||||||||||
Net cash provided by (used in) investing activities | (6,451) | 14,732 | 67,997 | |||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from credit facility | 106,785 | 154,514 | 0 | |||||||||||
Payments on Predecessor revolving credit facility | (129,964) | (233,667) | (81,647) | |||||||||||
Proceeds from Predecessor term loan | 15,700 | 55,000 | 0 | |||||||||||
Proceeds from debtor in possession term loan | 6,875 | 0 | 0 | |||||||||||
Payments on lines of credit | (129,964) | (233,667) | (81,647) | |||||||||||
Proceeds from Successor revolving facility | 154,514 | |||||||||||||
Payments for debt issuance costs | (1,053) | (1,029) | (225) | |||||||||||
Issuance of stock | 0 | 5,000 | 0 | |||||||||||
Payments on vehicle financing and other financing activities | (2,797) | (6,614) | (11,246) | |||||||||||
Net cash (used in) provided by financing activities from continuing operations | 31,599 | (26,796) | (93,118) | |||||||||||
Net cash used in financing activities from discontinued operations | 0 | 0 | (105) | |||||||||||
Net cash (used in) provided by financing activities | 31,599 | (26,796) | (93,223) | |||||||||||
Net (decrease) increase in cash and cash equivalents | 6,199 | (38,315) | 23,893 | |||||||||||
Cash and cash equivalents - beginning of period | $ 7,193 | $ 994 | $ 39,309 | $ 7,193 | 994 | $ 994 | 39,309 | 15,416 | ||||||
Cash and cash equivalents - end of period | 7,193 | 994 | 7,193 | 994 | 39,309 | |||||||||
Less: cash and cash equivalents of discontinued operations - end of year | 0 | 0 | 0 | |||||||||||
Cash and cash equivalents of continuing operations - end of year | $ 7,193 | $ 994 | 7,193 | 994 | 39,309 | |||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Cash paid for interest | 1,912 | 25,154 | 43,382 | |||||||||||
Cash (refunded) paid for taxes, net | 193 | 610 | 323 | |||||||||||
Purchases of property, plant and equipment under capital leases | 0 | 0 | 2,890 | |||||||||||
Property, plant and equipment purchases in accounts payable | 218 | 252 | 1,203 | |||||||||||
Deferred financing costs financed through principal debt balance | 1,570 | 3,220 | 0 | |||||||||||
Deferred financing costs in accounts payable and accrued liabilities | 0 | 0 | 86 | |||||||||||
Predecessor | Conversion of debt to equity | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Conversion of debt | 0 | 31,697 | 0 | |||||||||||
Predecessor | Conversion of accrued interest on principal debt balance | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Conversion of debt | 11,474 | 26,684 | 416 | |||||||||||
Predecessor | 401(k) match | ||||||||||||||
Supplemental disclosure of cash flow information: | ||||||||||||||
Common stock issued for 401(k) match | 0 | 0 | 2,001 | |||||||||||
Predecessor | First and Second Lien Term Loans | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from credit facility | 36,053 | 0 | 0 | |||||||||||
Payments on lines of credit | 0 | 0 | 0 | |||||||||||
Predecessor | Successor Asset Based Revolving Credit Facility | ||||||||||||||
Cash flows from financing activities: | ||||||||||||||
Payments on lines of credit | 0 | 0 | $ 0 | |||||||||||
Proceeds from Successor revolving facility | $ 0 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business Operations | Organization and Nature of Business Operations Description of Business Nuverra Environmental Solutions, Inc., a Delaware Corporation, together with its subsidiaries (collectively, “Nuverra”, the “Company”, “we”, “us” or “our”) provides comprehensive, full-cycle environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. We provide one-stop, total environmental solutions and wellsite logistics management, including delivery, collection, treatment and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. We operate in shale basins where customer exploration and production (“E&P”) activities are predominantly focused on shale oil and natural gas as follows: • Oil shale areas : includes our operations in the Bakken and Eagle Ford Shale areas. • Natural gas shale areas : includes our operations in the Marcellus, Utica, and Haynesville Shale areas. We support our customers’ demand for diverse, comprehensive and regulatory compliant environmental solutions required for the safe and efficient drilling, completion and production of oil and natural gas from shale formations. Our service offering focuses on providing comprehensive environmental and logistics management solutions within three primary groups: • Logistics and Wellsite Services: Delivery of freshwater to wellsites, freshwater procurement and transfer services, staging and storage of equipment and materials, rental of wellsite equipment, and construction services including wellpads. • Water Midstream: Collection and transportation of produced water from wellsites to disposal network via trucking or a fixed pipeline system, supplying freshwater for drilling and completion via pipeline system, gathering systems for collection and transportation of flowback and produced water to disposal wells. • Disposal Wells and Landfill: Liquid waste water from hydraulic fracturing operations, liquid waste water from well production, and solid drilling waste. We utilize a broad array of assets to meet our customers’ logistics and environmental management needs. Our logistics assets include trucks and trailers, temporary and permanent pipelines, temporary and permanent storage facilities, ancillary rental equipment, treatment facilities, and liquid and solid waste disposal sites. We continue to expand our suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Our business is divided into 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 and Eagle Ford Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and losses from discontinued operations, as well as certain other corporate assets. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC. In our opinion, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth herein. 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 balance sheet, income statement, statement of operations and cash flow items in these accompanying audited consolidated financial statements refers to results from continuing operations. We have not included a statement of comprehensive income as there were no transactions to report in the 2017 , 2016 , or 2015 periods presented. The business comprising what was previously called the industrial solutions division is presented as discontinued operations in our consolidated financial statements for the years ended December 31, 2017 , 2016 , and 2015 . See Note 23 for additional information. Principles of Consolidation Our consolidated financial statements include the accounts of Nuverra and our subsidiaries. All intercompany accounts, transactions and profits are eliminated in consolidation. 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 4 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 5 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” refer 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. Previously, our accumulated deficit, net losses, large outstanding debt balance, and limited liquidity raised substantial doubt about our ability to continue as a going concern within one year from the date the December 31, 2016 and December 31, 2015 financial statements were issued. As a result, the Reports of the Independent Registered Public Accounting Firm dated April 14, 2017 and March 11, 2016 included an explanatory paragraph regarding our ability to continue as a going concern. Although we had a net loss for the five months ended December 31, 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. Recently Adopted Accounting Pronouncements We adopted the guidance in Accounting Standard Update (or “ASU”) No. 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. In January 2017, the Financial Accounting Standards Board (or “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 early adopted 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 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 were applied on a prospective basis and the adoption did not have a significant impact on the consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best available information, however actual results could differ from those estimates. Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. We maintain bank accounts in the United States, with a majority of funds considered cash equivalents invested in institutional money market funds. We have not experienced any historical losses in such accounts and believe that the risk of any loss is minimal. Restricted Cash On the Effective Date, we entered into a new $45.0 million First Lien Credit Agreement (the “Credit Agreement”) by and among the lenders party thereto (the “Credit Agreement Lenders”), ACF FinCo I, LP, as administrative agent (the “Credit Agreement Agent”), and the Company. Pursuant to the Credit Agreement, the Credit Agreement Lenders agreed to extend to 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”). As our collections on our accounts receivable serve as collateral on the Successor Revolving Facility, all amounts collected are initially recorded to “Restricted cash” on the consolidated balance sheet as these funds are not available for operations until our Credit Agreement Lenders release the funds to us approximately one day later. As such, we expect our restricted cash balance to be anywhere between $0.2 million and $2.0 million at any given time depending upon recent collections. We had a restricted cash balance of $1.3 million as of December 31, 2017 . On March 10, 2016, we entered into an amendment to our guaranty and security agreement related to our Predecessor asset-based lending facility. This amendment implemented a daily cash sweep of our collection lockbox and certain depository accounts, the proceeds of which were required to be applied against the outstanding balance of the Predecessor asset-based lending facility. As a result of the sweep occurring one day in arrears, we had an ending balance of $1.4 million in our collection lockbox and certain depository accounts on December 31, 2016, which was classified as “Restricted cash” on the consolidated balance sheet as this cash was not available for operations and was subsequently swept by the lender on January 1, 2017, and applied against the outstanding balance under the Predecessor asset-based lending facility. Accounts Receivable Accounts receivable are recognized and carried at original billed and unbilled amounts less allowances for estimated uncollectible amounts and estimates for potential credits. Inherent in the assessment of these allowances are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, our compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We write off trade receivables when we determine that they have become uncollectible. Bad debt expense is reflected as a component of “General and administrative expenses” in the consolidated statements of operations. Unbilled accounts receivable result from revenue earned for services rendered where customer billing is still in progress at the balance sheet date. Such amounts totaled approximately $11.4 million at December 31, 2017 . The following table summarizes activity in the allowance for doubtful accounts: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Years Ended December 31, 2017 2017 2016 2015 Balance at beginning of period $ 1,970 $ 1,664 $ 3,524 $ 7,557 Bad debt expense (recoveries) 91 788 (283 ) (1,110 ) Write-offs, net (140 ) (482 ) (1,577 ) (2,923 ) Balance at end of period $ 1,921 $ 1,970 $ 1,664 $ 3,524 Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of our cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. The carrying value of our contingent consideration is adjusted to fair value at the end of each reporting period using a probability-weighted discounted cash flow model. See Note 12 for disclosures on the fair value of our contingent consideration at December 31, 2017 and 2016 . The fair value of our Predecessor asset-based lending facility, Successor Revolving Facility, Predecessor term loan, Successor First Lien Term Loan, Successor second lien term loan, note payable and other debt obligations including capital leases secured by various properties and equipment, bears interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. Our Predecessor 9.875% Senior Notes due 2018 (the “2018 Notes”) and Predecessor 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”) were carried at cost with their estimated fair values are based on reported trading prices. See Note 11 for disclosures on the fair value of our debt instruments at December 31, 2017 . Property, Plant and Equipment Property and equipment is recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets ranging from three to thirty-nine years . Our landfill is depreciated using the units-of-consumption method based on estimated remaining airspace. Leasehold improvements are depreciated over the life of the lease or the life of the asset, whichever is shorter. The range of useful lives for the components of property, plant and equipment are as follows: Buildings 15-39 years Building and land improvements 5-20 years Pipelines 10-30 years Disposal wells 3-10 years Machinery and equipment 3-15 years Equipment under capital leases 4-6 years Motor vehicles and trailers 3-11 years Rental equipment 5-15 years Office equipment 3-7 years Expenditures for betterments that increase productivity and/or extend the useful life of an asset are capitalized. Maintenance and repair costs are charged to expense as incurred. Upon disposal, the related cost and accumulated depreciation of the assets are removed from their respective accounts, and any gains or losses are included in “Direct operating expenses” in the consolidated statements of operations. Depreciation expense was $66.3 million , $58.2 million , and $67.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, and is characterized as a component of “Depreciation and amortization” in the consolidated statements of operations. Debt Issuance Costs We capitalize costs associated with the issuance of debt and amortize them as additional interest expense over the lives of the respective debt instrument on a straight-line basis, which approximates the effective interest method. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. There were no unamortized debt issuance costs as of December 31, 2017 . The unamortized balance of debt issuance costs presented in “Long-term debt” was $9.0 million at December 31, 2016 . These debt issuance costs were subsequently written off during the seven months ended July 31, 2017 as part of fresh start accounting which is discussed in further detail in Note 5 . Deferred initial up-front commitment fees paid by a borrower to a lender represent the benefit of being able to access capital over the contractual term, and therefore, meet the definition of an asset. There were no debt issuance costs that met the definition of an asset as of December 31, 2017 and 2016 . Upon the prepayment of related debt, we accelerate the recognition of the unamortized cost, which is included in “Loss on extinguishment of debt” in the consolidated statements of operations. Additionally, when executing amendments to our debt agreements, if the borrowing capacity of the new arrangement is less than the borrowing capacity of the old arrangement, then: (1) any fees paid to the creditor and any third-party costs incurred are associated with the new arrangement (that is deferred and amortized over the term of the new arrangement); and (2) any unamortized debt issuance costs relating to the old arrangement at the time of the change are written off in proportion to the decrease in borrowing capacity of the old arrangement. The portion of the unamortized debt issuance costs written off in such circumstances are included in “Loss on extinguishment of debt” in the consolidated statements of operations. During the years ended December 31, 2016 and 2015 , we wrote off debt issuance costs of $0.7 million , and $2.1 million , respectively. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets of businesses acquired. The application of fresh start accounting upon emergence from chapter 11 resulted in a goodwill balance of $27.1 million as of July 31, 2017. 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 goodwill impairment test involves a two-step process; however, if, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. In the event a determination is made that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the first step of the two-step process must be performed. The first step of the test, used to identify potential impairment, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any. Historically, the second step of the goodwill impairment test compared the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment , which eliminated 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 early adopted this ASU in the fourth quarter of 2017 in conjunction with our annual impairment test as of October 1st. The amendments in this ASU were applied on a prospective basis and the adoption did not have a significant impact on the consolidated financial statements. Impairment of Long-Lived Assets and Intangible Assets with Finite Useful Lives 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 amount of such assets may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of such assets to the sum of the estimated undiscounted future cash flows expected to be generated by the assets. Cash flow estimates are based upon, among other things, historical results adjusted to reflect the best estimate of future market rates, utilization levels, and operating performance. Estimates of cash flows may differ from actual cash flows due to various factors, including changes in economic conditions or changes in an asset’s operating performance. Long-lived assets are grouped at the basin level for purposes of assessing their recoverability as we concluded that the basin level is the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. For assets that do not pass the recoverability test, the asset group’s fair value is compared to the carrying amount. If the asset group’s fair value is less than the carrying amount, impairment losses are recorded for the amount by which the carrying amount of such assets exceeds the fair value. We recorded total impairment charges of $4.9 million for long-lived assets classified as held for sale during the year ended December 31, 2017 , which was included in “Impairment of long-lived assets” in the consolidated statement of operations ( Note 8 ). During the year ended December 31, 2016 , we recorded total impairment charges for long-lived assets of $42.2 million . These charges were due to the carrying value of assets for certain basins not being recoverable, as well as for assets that were classified as held for sale during 2016 ( Note 8 ). We recorded long-lived asset impairment charges associated with our restructuring of $5.9 million during the year ended December 31, 2015, which was included in “Other, net” in the consolidated statement of operations ( Note 8 and Note 9 ). Asset Retirement Obligations We record the fair value of estimated asset retirement obligations associated with tangible long-lived assets in the period incurred. Retirement obligations associated with long-lived assets are those for which there is an obligation for closures and/or site remediation at the end of the assets’ useful lives. These obligations are initially estimated based on discounted cash flow estimates and are accreted to full value over time through charges to interest expense ( Note 18 ). In addition, asset retirement costs are capitalized as part of the related asset’s carrying value and are depreciated on a straight line basis for disposal wells and using a units-of-consumption basis for landfill costs over the assets’ respective useful lives. Revenue Recognition We recognize revenues in accordance with Accounting Standards Codification 605 (ASC 605 “Revenue Recognition”) and Staff Accounting Bulletin No 104, and accordingly all of the following criteria must be met for revenues to be recognized: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured. Revenues are generated upon the performance of contracted services under formal and informal contracts with direct customers. Taxes assessed on sales transactions are presented on a net basis and are not included in revenue. The majority of our revenues are from the transportation of fresh and saltwater by Company-owned trucks, or through temporary or permanent water transport pipelines to customer sites for use in drilling and hydraulic fracturing activities and from customer sites to remove and dispose of flowback and produced water originating from oil and natural gas wells. Revenues are also generated through fees charged for disposal of oilfield waste in our landfill, disposal of fluids in our disposal wells and from the rental of tanks and other equipment. Certain customers are under contract with us to utilize our saltwater pipeline. Transportation and disposal rates are generally based on a fixed fee per barrel of disposal water or, in certain circumstances, transportation is based on an hourly rate. Revenue is recognized based on the number of barrels transported or disposed of at hourly rates for transportation services, depending on the customer contract. Rates for other services are based on negotiated rates with our customers and revenue is recognized when the services have been performed. Concentration of Customer Risk Three of our customers comprised 27% , 29% and 35% of our consolidated revenues for the years ended December 31, 2017 , 2016 and 2015 respectively, and 27% , 19% and 31% of our consolidated accounts receivable at December 31, 2017 , 2016 and 2015 , respectively. We depend on our customers’ willingness to make operating and capital expenditures to explore, develop and produce oil and natural gas in the United States. These expenditures are generally dependent on current oil and natural gas prices and the industry’s view of future oil and natural gas prices, including the industry’s view of future economic growth and the resulting impact on demand for oil and natural gas. Any decline in oil and natural gas prices could result in reductions in our customers’ operating and capital expenditures. Declines in these expenditures could result in project modifications, delays or cancellations, general business disruptions, delays in, or nonpayment of, amounts owed to us, increased exposure to credit risk and bad debts, and a general reduction in demand for our services. These effects could have a material adverse effect on our financial condition, results of operations and cash flows. Direct Operating Expenses Direct operating expenses consists primarily of wages and benefits for employees performing operational activities, fuel expense associated with transportation and logistics activities, and costs to repair and maintain transportation and rental equipment and disposal wells. Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases including temporary differences related to assets acquired in business combinations. Deferred tax assets are also recognized for net operating loss, capital loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which realization of the related benefits is not more likely than not. We measure and record tax contingency accruals in accordance with GAAP which prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Only positions meeting the “more likely than not” recognition threshold may be recognized or continue to be recognized. A tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Share-Based Compensation Share-based compensation for all share-based payment awards granted is based on the grant-date fair value. Generally, awards of stock options granted to employees vest in equal increments over a three -year service period from the date of grant and awards of restricted stock awards or units vest over a two or three year service period from the date of grant. The grant date fair value of the award is recognized to expense on a straight-line basis over the requisite service period. As of December 31, 2017 there was approximately $4.5 million of unrecognized compensation cost, net of estimated forfeitures, for unvested stock options which are expected to vest over a weighted average period of approximately 2.6 years . See Note 16 for additional information. Advertising Advertising costs are expensed as incurred. Advertising expense was approximately $0.4 million , $0.1 million and $0.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Recently Issued Accounting Pronouncements - Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The amendments in this update will be added to the Account Standards Codification (“ASC”) as ASC 606, Revenue from Contracts with Customers , and replaces the guidance in ASC 605, Revenue Recognition . The new guidance in ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. On January 1, 2018, we adopted the guidance in ASC 606 and all the related amendments (the “new revenue standard”) and applied the new revenue standard to all contracts using the modified retrospective method. The impact of the new revenue standard was not material and there was no adjustment required to the opening balance of retained earnings. We expect the impact of the adoption of the new revenue standard to be immaterial to our net income on an ongoing basis. Under the new standard, our revenues are disaggregated by revenue source which includes the following categories: (i) water transfer services, (ii) disposal services, (iii) other service revenues, and (iv) rental revenues. A description of these revenue sources and how revenue will be recognized under the new revenue standard for these revenue sources is noted below. Water Transfer Services The majority of our revenues are from the transportation of fresh water by Company-owned trucks, or through temporary or permanent water transport pipelines to customer sites for use in drilling and hydraulic fracturing activities and from customer sites, or to remove and dispose of flowback and produced salt water originating from oil and natural gas wells. Water transfer rates for trucking are generally based upon a fixed fee per barrel of disposal water, but in certain circumstances may be based upon an hourly rate. Under the new revenue standard, revenue will be recognized once the water has been transferred, or over time, based upon the number of barrels transported or disposed of or at the agreed upon hourly rate, depending upon the customer contract. Contracts for the use of our saltwater pipeline are priced at a fixed fee per disposal barrel transferred. Under the new revenue standard, revenues for the pipeline will be recognized over time from when the water is injected into our pipeline until the transfer is complete. Water transfer services are all generally completed within 24 hours with no remaining performance obligation outstanding at the end of each month. Disposal Services Revenues for disposal services are generated through fees charged for disposal of oilfield wastes in our landfill and disposal of fluids in our disposal wells. Disposal rates are generally based on a fixed fee per barrel of disposal water, and revenues are recognized once the disposal has occurred. The performance obligation for disposal services is considered complete once the disposal occurs. Therefore, disposal services revenues will be recognized at a point in time under the new revenue standard. Other Revenues Other revenues primarily includes revenues from small-scale construction or maintenance projects and the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Under the new revenue standard, revenue for construction and maintenance projects, which generally span approximately two to three months, will be recognized over time under the milestone method which is considered an output method. We believe that this output method is appropriate for our construction business as when we negotiate such contracts we create milestone billings based upon when we anticipate incurring project costs and when we transfer goods and services to our customers. Additionally, since our construction contracts are short term in nature, we believe the contractual milestone dates occur close together over time such that there is no risk that we would not recognize revenue for goods or services transferred to the customer. All construction costs are expensed as incurred. Under the new revenue standard, revenue will be recognized for “junk” or “slop” oil at a point in time once the goods are transferred. Rental Revenues We generate rental revenues from the rental of tanks and other equipment. Rental rates are based upon negotiated rates with our customers and revenue is recognized over the rental service period. Revenues from rental equipment are not within the scope of the new revenue standard, but rather are recognized under ASC 840, Leases . When ASC 842, Leases , becomes effective on January 1, 2019, the Company will continue to recognize the revenues from rental equipment under this new standard as a lessor. Practical Expedients The new revenue standard requires the transaction price to exclude amounts collected on behalf of third parties. However, the new revenue standard also provides a practical expedient to allow entities to make an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority. Upon implementing the new revenue standard we adopted this practical expedient and will exclude sales and usage-based taxes from the transaction price, rather than making a jurisdiction-by-jurisdiction assessment. Other Recently Issued Accounting Pronouncements 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 2016-02 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. |
Emergence from Chapter 11 Reorg
Emergence from Chapter 11 Reorganization | 12 Months Ended |
Dec. 31, 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 the Credit Agreement, pursuant to which the Credit Agreement Lenders agreed to extend the Successor Revolving Facility and 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 Predecessor Company’s 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 former 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. (the “2018 Notes Indenture”); • Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto (the “2021 Notes Indenture”); • 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 (the “DIP Credit Agreement”); 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 “DIP Term Loan Agreement”). 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 22 of this Annual 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 12 and Note 13 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) (19,809 ) — 19,809 V — (Accumulated deficit) retained earnings (1,628,075 ) 196,614 O 1,431,461 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”), was settled in the fourth quarter of fiscal 2017 in exchange for the membership interests in AWS, 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 Revolving 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 12 and Note 13 for further discussion on the warrants and the assumptions used to calculate the fair value. J. Reflects the reclassification of the AWS debt prior to 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. There were no indicators of goodwill impairment at October 1, 2017. 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 (19,809 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,461 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 five months ended December 31, 2017 , and the seven months ended July 31, 2017: Successor Predecessor Five Months Ended Seven Months Ended December 31, July 31, 2017 2017 Net gain on debt discharge $ — $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 Settlement of the AWS note payable — (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) Professional and insurance fees (7,306 ) (9,090 ) DIP credit agreement financing costs 3,962 (5,702 ) Retention bonus payments (2,158 ) (806 ) Other costs (5 ) 7,794 Reorganization items, net $ (5,507 ) $ 223,494 |
Fresh Start Accounting
Fresh Start Accounting | 12 Months Ended |
Dec. 31, 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 the Credit Agreement, pursuant to which the Credit Agreement Lenders agreed to extend the Successor Revolving Facility and 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 Predecessor Company’s 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 former 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. (the “2018 Notes Indenture”); • Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto (the “2021 Notes Indenture”); • 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 (the “DIP Credit Agreement”); 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 “DIP Term Loan Agreement”). 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 22 of this Annual 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 12 and Note 13 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) (19,809 ) — 19,809 V — (Accumulated deficit) retained earnings (1,628,075 ) 196,614 O 1,431,461 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”), was settled in the fourth quarter of fiscal 2017 in exchange for the membership interests in AWS, 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 Revolving 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 12 and Note 13 for further discussion on the warrants and the assumptions used to calculate the fair value. J. Reflects the reclassification of the AWS debt prior to 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. There were no indicators of goodwill impairment at October 1, 2017. 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 (19,809 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,461 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 five months ended December 31, 2017 , and the seven months ended July 31, 2017: Successor Predecessor Five Months Ended Seven Months Ended December 31, July 31, 2017 2017 Net gain on debt discharge $ — $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 Settlement of the AWS note payable — (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) Professional and insurance fees (7,306 ) (9,090 ) DIP credit agreement financing costs 3,962 (5,702 ) Retention bonus payments (2,158 ) (806 ) Other costs (5 ) 7,794 Reorganization items, net $ (5,507 ) $ 223,494 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Property, plant and equipment consists of the following: Successor Predecessor December 31, December 31, 2017 2016 Land $ 10,779 $ 11,496 Buildings 29,349 28,194 Building, leasehold and land improvements 8,677 14,240 Pipelines 67,234 71,076 Disposal wells 41,321 36,399 Landfill 5,587 28,130 Machinery and equipment 16,479 37,058 Equipment under capital leases 9,079 16,419 Motor vehicles and trailers 44,172 126,822 Rental equipment 26,216 58,181 Office equipment 3,043 7,403 261,936 435,418 Less accumulated depreciation (35,789 ) (148,886 ) Construction in process 3,727 7,647 Property, plant and equipment, net $ 229,874 $ 294,179 Depreciation expense for the seven months ended July 31, 2017 was $27.8 million , and $ 38.5 million for the five months ended December 31, 2017 . Depreciation expense for the years ended December 31, 2016 and 2015 was $ 58.2 million , and $67.6 million , respectively. See Note 8 for discussion on impairment charges recorded for long-lived assets during the five months ended December 31, 2017 , and the years ended December 31, 2016 and 2015 . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible Assets Intangible assets consist of the following: Successor Predecessor December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life Customer relationships $ — $ — $ — 0 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 594 (47 ) 547 6.2 1,269 (612 ) 657 4.1 Customer contracts — — — 0 17,352 (7,201 ) 10,151 9.8 $ 594 $ (47 ) $ 547 6.2 $ 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. The disposal permits are related to the Rocky Mountain, Northeast and Southern divisions. We had a subsequent adjustment to the fresh start accounting described in Note 5 for the gross carrying amount of the disposal permits as a result of a revised valuation estimate, which lowered the gross carrying amount of the disposal permits from $608 thousand as reported in our quarterly report on Form 10-Q for the period ended September 30, 2017, to $594 thousand . The reduction in the gross carrying amount of the disposal permits was not material and charged to “Direct operating expenses” on the consolidated statement of operations during the three months ended December 31, 2017. Amortization expense, which is calculated using either the straight-line method or an accelerated method based upon estimated future cash flows, was $1.2 million for the seven months ended July 31, 2017, and $0.0 million for the five months ended December 31, 2017 . Amortization expense was $2.6 million and $2.9 million for the years ended December 31, 2016 and 2015 , respectively. As of December 31, 2017 future amortization expense of intangible assets is estimated to be: 2018 $ 111 2019 111 2020 94 2021 62 2022 55 Thereafter 114 Total $ 547 |
Assets Held for Sale and Impair
Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill | Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill Impairment charges recorded for the five months ended December 31, 2017, and the years ended December 31, 2016 and 2015 , related to continuing operations by reportable segment were as follows: Northeast Southern Rocky Mountain Total Five Months Ended December 31, 2017 - Successor Impairment of property, plant and equipment, net $ — $ 238 $ 4,666 $ 4,904 Total $ — $ 238 $ 4,666 $ 4,904 Year Ended December 31, 2016 - Predecessor Impairment of property, plant and equipment, net $ 8,025 $ 2,427 $ 31,712 $ 42,164 Total $ 8,025 $ 2,427 $ 31,712 $ 42,164 Year Ended December 31, 2015 - Predecessor Impairment of property, plant and equipment, net $ — $ 5,921 $ — $ 5,921 Impairment of goodwill $ — $ — $ 104,721 $ 104,721 Total $ — $ 5,921 $ 104,721 $ 110,642 The fair values of each of the reporting units as well as the related assets and liabilities utilized to determine the impairment were measured using Level 2 and Level 3 inputs as described in Note 12 . Assets Held for Sale During the five months ended December 31, 2017 , management approved plans to sell certain underutilized assets, primarily trucks and tanks, 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 five months ended December 31, 2017 was lower than its net book value, an impairment charge of $4.9 million was recognized, and is included in “Impairment of long-lived assets” on our consolidated statement of operations. Of the $4.9 million recorded during five months ended December 31, 2017 , $4.7 million related to the Rocky Mountain division and $0.2 million related to the Southern division. During the year ended December 31, 2016 , management approved plans to sell certain assets located in both the Northeast and Southern divisions, including trucks, tanks, and a parcel of land. As the fair value of the assets was lower than its net book value, an impairment charge of $4.8 million was recognized during the year ended December 31, 2016 , and is included in “Impairment of long-lived assets” on our consolidated statement of operations. Of the $4.8 million recorded during the year ended December 31, 2016 , $2.4 million related to the Southern division and $2.4 million related to the Northeast 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 the sale of underutilized or non-core assets as a result of lower oil prices and the continued decrease in activities by our customers, in addition to lower capital spending, there were indicators that the carrying value of our assets may not be recoverable during the year ended December 31, 2016. 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 the Marcellus and Haynesville asset groups was determined primarily using the cost and market approaches (Level 3). Our impairment review during the three months ended December 31, 2016 concluded that the carrying value of the Bakken and Eagle Ford 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 Bakken asset group (Rocky Mountain division) of $31.7 million during the three months ended December 31, 2016 as the carrying value exceeded fair value. No impairment charge was necessary for the Eagle Ford asset group as the fair value was greater than the carrying value. The fair value of the Bakken and Eagle Ford asset groups was determined primarily using the cost and market approaches (Level 3). During the year ended December 31, 2015, we recognized impairment charges of $5.9 million for long-lived assets. These impairment charges were recorded to “Other, net” in the consolidated statement of operations as part of restructuring expenses related to the exit of the MidCon Shale area (See Note 9 for additional discussion). If reduced customer activity levels continue to result in decreased demand for our services for a prolonged period of time, or if we otherwise make further 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. Impairment of Goodwill As of September 30, 2015, and prior to the annual goodwill impairment test, the entire goodwill balance of the predecessor entity of $104.7 million related to the Rocky Mountain division. To measure the fair value of the Rocky Mountain reporting unit, we used a combination of the discounted cash flow method and the guideline public company method. Based upon the results of the first step of the goodwill impairment test, we concluded that the fair value of the Rocky Mountain reporting unit was less than its carrying value, thereby requiring us to proceed to the second step of the goodwill impairment test. As part of the second step, we determined that for the Rocky Mountain reporting unit, the carrying value of the goodwill exceeded the implied fair value of the reporting unit goodwill. Accordingly, during the three months ended September 30, 2015, we recognized an impairment charge of $104.7 million related to our Rocky Mountain division. This impairment charge is shown as “Impairment of goodwill” in the consolidated statement of operations. |
Restructuring and Exit Costs
Restructuring and Exit Costs | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Exit Costs | Restructuring and Exit Costs In March 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the MidCon Shale area and the Tuscaloosa Marine Shale logistics business. Additionally, we closed certain yards within the Northeast and Southern divisions and transferred the related assets to our other operating locations, primarily in the Eagle Ford shale basin. Based on costs incurred in connection with the restructuring plan, we recorded a total of $7.1 million during the year ended December 31, 2015. During the three months ended December 31, 2015, we determined it was no longer cost effective to move the remaining equipment still located in the exited MidCon basin to other basins, nor was it in our best interest to sell these assets, and therefore the assets still remaining in the MidCon basin should be viewed as a separate asset group for purposes of reviewing long-lived assets for impairme nt. As a result of the impairment review, we recorded an impairment charge of $5.9 million on the remaining MidCon assets during the three months ended December 31, 2015, which is included in the total restructuring charges for the year ended December 31, 2015. The restructuring charges are characterized as “Other, net” in the accompanying consolidated statements of operations for the year ended December 31, 2015. Such costs consisted of the following: Predecessor Year Ended December 31, 2015 Severance and termination benefits $ 724 Asset impairment charge 5,921 Contract termination costs and exit costs 453 Total restructuring and exit costs $ 7,098 Approximately $6.6 million , $0.1 million and $0.4 million of the total charge for the year ended December 31, 2015 was recorded in the Southern, Northeast and Corporate operating segments, respectively. 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 December 31, 2017 , which is included as “Accrued liabilities” in the consolidated balance sheets. A rollforward of the liability from December 31, 2016 through December 31, 2017 is as follows: Lease Exit Costs Restructuring and exit costs accrued at December 31, 2016 - Predecessor $ 130 Cash payments (48 ) Restructuring and exit costs accrued at December 31, 2017 - Successor $ 82 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, December 31, 2017 2016 Accrued payroll and employee benefits $ 3,304 $ 2,432 Accrued insurance 2,701 3,887 Accrued legal 1,749 3,570 Accrued taxes 2,362 1,458 Accrued interest 161 4,699 Accrued operating costs 2,663 1,255 Accrued other 999 1,486 Total accrued liabilities $ 13,939 $ 18,787 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, 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) 6.74% 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) 8.74% Aug. 2020 14,285 14,285 — Successor Second Lien Term Loan (j) 11.00% Feb. 2021 21,000 21,000 — Vehicle financings (f) 4.12% Various 3,764 3,764 7,699 Note payable (g) 4.25% Apr. 2019 — — 4,778 Total debt $ 39,049 39,049 487,597 Original issue discount and premium for 2018 Notes — (27 ) Original issue discount and premium for 2021 Notes — (282 ) Debt issuance costs presented with debt (i) — (8,998 ) Debt discount for issuance of warrants (i) — (6,499 ) Total debt, net 39,049 471,791 Less: current portion of long-term debt (k)(l) (5,525 ) (465,835 ) Long-term debt $ 33,524 $ 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 at December 31, 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 was 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 10.0% with 50% in kind and 50% in cash; interest payable after April 15, 2018 will be paid in cash at a rate of 10.0% until maturity. The 2021 Notes were canceled on the Effective Date. (e) The Predecessor Term Loan accrued interest at a rate of 13.0% 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 4.12% , which mature in varying installments between 2017 and 2020. (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 5 and Note 19 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) There were no unamortized debt issuance costs as of December 31, 2017. The debt discount for the issuance of the Predecessor 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 13 , these Predecessor warrants were accounted for as derivative liabilities. Upon emergence from chapter 11 on the Effective Date, all 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. (k) The principal payments due within one year for the Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings are included in current portion of long-term debt as of December 31, 2017 . (l) As the scheduled maturity date of the Predecessor Revolving Facility was March 31, 2017, the carrying value of the Predecessor Revolving Facility was presented in current portion of long-term debt in the consolidated balance sheet as of December 31, 2016. Further, due to the default of the Predecessor Revolving Facility as of March 31, 2017, and the resulting cross-default of the 2018 Notes, 2021 Notes and Predecessor Term Loan, these items were also included in current portion of long-term debt as of December 31, 2016. Finally, the principal payments due within one year for the vehicle financings and note payable were also included in current portion of long-term debt as of December 31, 2016. The required principal payments for all borrowings for each of the five years following the Successor balance sheet date are as follows: 2018 $ 5,525 2019 4,012 2020 11,671 2021 17,841 2022 — Thereafter — Total $ 39,049 Indebtedness Prior to the consummation of the Plan which provided for the restructuring of our indebtedness, 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 December 31, 2017 , we had $39.0 million of indebtedness outstanding, consisting of $14.3 million under the Successor First Lien Term Loan, $21.0 million under the Successor Second Lien Term Loan, and $3.8 million of capital leases for vehicle financings. In connection with 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; • 2018 Notes Indenture; • 2021 Notes Indenture; • DIP Credit Agreement; and • DIP Term Loan Agreement. 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 25 for further details. First Lien Credit Agreements On the Effective Date, pursuant to the Plan, the Company entered into the Credit Agreement. 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 of $178.6 thousand 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. As of December 31, 2017 , we were in compliance with all covenants. Second Lien Term Loan Credit Agreement On the Effective Date, pursuant to the Plan, the Company also entered into the Second Lien Term Loan Agreement. 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 of $263.2 thousand 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 Second Lien Term Loan 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 Second Lien Term Loan 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. As of December 31, 2017 , we were in compliance with all covenants. 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Measurements Fair value represents an exit price, representing the amount 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 as of December 31, 2017 and December 31, 2016 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 December 31, 2017 December 31, 2016 Derivative warrant liability $ 477 $ 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 consolidated statements of operations. We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Monte Carlo simulation model. The key inputs in determining our derivative warrant liability included our stock price, the volatility of our stock price or the volatility of our peer group, 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 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 (See Note 13 ). The following table provides a reconciliation of the beginning and ending balances of the “Derivative warrant liability” presented in the consolidated balance sheets as of December 31, 2017 and December 31, 2016 . Successor Predecessor December 31, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value (240 ) (3,311 ) Balance at end of period $ 477 $ 4,298 Contingent Consideration We are liable for contingent consideration payments in connection with the Ideal 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 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 five months ended December 31, 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 income, net” in the 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 five months ended December 31, 2017, the seven months ended July 31, 2017, and the year ended December 31, 2016 were as follows: Successor Predecessor Five Months Ended December 31, 2017 Seven Months Ended July 31, 2017 Year Ended December 31, 2016 Balance at beginning of period $ 1,000 $ 8,500 $ 8,628 Cash payments (500 ) — (128 ) Changes in fair value of contingent consideration, net — — — Write-off of 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 portion of contingent consideration $ — $ — $ 8,500 Other In addition to our assets and liabilities that are measured at fair value on a recurring basis, we are required by GAAP to measure certain assets and liabilities at fair value on a nonrecurring basis after initial recognition. Generally, assets, liabilities and reporting units are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. In connection with our impairment review of long-lived assets described in Note 8 , the fair value of our asset groups is determined primarily using the cost and market approaches (Level 3). |
Derivative Warrants
Derivative Warrants | 12 Months Ended |
Dec. 31, 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 had a term of ten years . Upon emergence from chapter 11 on the Effective Date, all 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 July 31, 2017 Year Ended December 31, 2016 Outstanding at the beginning of 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 five months ended December 31, 2017 : Successor Five Months Ended December 31, 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 consolidated balance sheet. The warrants are classified as a current liability in the consolidated balance sheet as they could be exercised by the holders at any time. As discussed previously in Note 12 , 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 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 December 31, 2017 August 7, 2017 December 31, 2016 Exercise price $ 39.82 $ 39.82 $ 0.01 Closing stock price (a) $ 18.18 $ 22.28 $ 0.18 Risk free rate 2.29 % 2.07 % 2.40 % Expected volatility 40.59 % 39.39 % 79.5 % (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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | Equity Equity Issuances in 2017 - Successor On the Effective Date, we filed the Second Amended and Restated Certificate of Incorporation of the Company with the office of the Secretary of State of the State of Delaware and adopted the Third Amended and Restated Bylaws of the Company. The Second Amended and Restated Certificate of Incorporation provides that we are authorized to issue a total of 76.0 million shares of capital stock, of which 1.0 million shares shall be preferred stock, par value $0.01 , and 75.0 million shares shall be common stock, par value of $0.01 , of the reorganized Company. As previously discussed in Note 4 , upon emergence from chapter 11, the following shares of common stock of the reorganized Company were issued: • 7,900,000 shares of common stock of the reorganized Company to the holders of the Predecessor Company’s 2021 Notes; • 100,000 shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan); and • 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). Additionally, 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 . There were no warrant exercises during the five months ended December 31, 2017. Equity Issuances in 2017 - Predecessor During the seven months ended July 31, 2017, we issued common stock for our share-based compensation program which is discussed further in Note 16 . Additionally, common stock was issued as a result of certain debtholders exercising the warrants received in connection with the debt restructuring during the year ended December 31, 2016. 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. Equity Issuances in 2016 - Predecessor In connection with our debt restructuring in 2016, a total of 101,071,875 shares of common stock were issued, with 2,837,500 to tendering holders electing to exchange their 2018 Notes for common stock, and 98,234,375 to our former Chairman and Chief Executive Officer, Mr. Mark D. Johnsrud, for exchanging $31.4 million in principal 2018 Notes for common stock. Additionally, we issued 20,312,500 shares of common stock to Mr. Johnsrud on November 28, 2016 in consideration for the $5.0 million he funded for the planned rights offering which failed to be consummated by November 15, 2016, of which 19.5 million shares represented the underlying subscription rights and 0.8 million shares represented the backstop fee. During the year ended December 31, 2016, we also issued common stock for our share-based compensation program and our ESPP plan which is discussed further in Note 16 . Additionally, common stock was issued as a result of certain debtholders exercising the warrants received in connection with the debt restructuring during the year ended December 31, 2016. Equity Issuances in 2015 - Predecessor The only issuances of common stock during the year ended December 31, 2015 related to share-based compensation and our ESPP, as well as our match on our employee benefit plan discussed in Note 20 . |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per 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 five months ended December 31, 2017, and years ended December 31, 2016 and 2015 , no shares of common stock underlying stock options, restricted stock, or warrants were included in the computation of diluted earnings per 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. Additionally, for the five months ended December 31, 2017, and the years ended December 31, 2016 and 2015 , no shares of common stock underlying stock options, restricted stock, or warrants were included in the computations of diluted EPS from loss 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. For the purpose of the computation of EPS, shares issued in connection with acquisitions that are contingently returnable are classified as issued but are not included in the basic weighted average number of shares outstanding until all applicable conditions are satisfied such that the shares are no longer contingently returnable. As of December 31, 2017 and 2016 , there were no contingently returnable shares. As of December 31, 2015 contingently returnable shares of approximately 0.3 million shares were excluded from the computation of basic EPS as these shares were subject to sellers’ indemnification obligations and were being held in escrow. The following table presents the calculation of basic and diluted net (loss) income 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 Five Months Ended December 31, 2017 Seven Months Ended July 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Numerator: (Loss) income from continuing operations $ (47,895 ) $ 168,611 (167,621 ) (195,167 ) Loss from discontinued operations — — (1,235 ) (287 ) Net (loss) income $ (47,895 ) $ 168,611 $ (168,856 ) $ (195,454 ) Denominator: Weighted average shares—basic 11,696 150,940 90,979 27,681 Common stock equivalents — 23,364 — — Weighted average shares—diluted 11,696 174,304 90,979 27,681 Earnings per common share: Basic (loss) income from continuing operations $ (4.09 ) $ 1.12 $ (1.84 ) $ (7.05 ) Basic loss from discontinued operations — — (0.01 ) (0.01 ) Net (loss) income per basic common share $ (4.09 ) $ 1.12 $ (1.85 ) $ (7.06 ) Diluted (loss) income from continuing operations $ (4.09 ) $ 0.97 $ (1.84 ) $ (7.05 ) Diluted loss from discontinued operations $ — — (0.01 ) (0.01 ) Net (loss) income per diluted common share $ (4.09 ) $ 0.97 $ (1.85 ) $ (7.06 ) Dilutive stock-based awards excluded: Warrants — — 11,655 — Total — — 11,655 — Antidilutive stock-based awards excluded 827 593 845 799 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation Successor Share-based Compensation The Second Amended and Restated Employment Agreement of Mr. Mark D. Johnsrud, our former Chairman and Chief Executive Officer, which was assumed by the Company on the Effective Date, provides for the issuance to Mr. Johnsrud of two tranches of options 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 Mr. Johnsrud’s Second Amended and Restated Employment Agreement and the Plan, the grant of stock options to Mr. Johnsrud was effective as of the Effective Date. On February 23, 2018, following the approval of the form of option agreement by the Compensation and Nominating Committee of the Board (the “Compensation Committee”), the Company and Mr. Johnsrud entered into a Notice of Grant of CEO Stock Options and Stock Option Award Agreement (the “Award Agreement”) to provide for the terms and conditions of Mr. Johnsrud’s stock option grant. Pursuant to the Award Agreement, Mr. Johnsrud was awarded 354,411 options to purchase common stock, with an exercise price of $37.03 per share, in Tranche 1, and 354,411 options to purchase common stock, with an exercise price of $41.31 per share, in Tranche 2. The stock options in Tranche 1 and Tranche 2 vest in three equal installments on the first three anniversaries of the Effective Date. Pursuant to the requirements of the Plan, on February 22, 2018, the Board approved the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (the “Incentive Plan”). The Incentive Plan is intended to provide for the grant of equity-based awards to designated members of the Company’s management and employees. Pursuant to the terms of the Plan, the Incentive Plan became effective on the Effective Date. The maximum number of shares of the Company’s common stock that is available for the issuance of awards under the Incentive Plan is 1,772,058 . On February 22, 2018, the Compensation Committee authorized the grant of performance-based restricted stock units (“PRSUs”) and time-based restricted stock units (“TRSUs”) under the Incentive Plan to Mr. Johnsrud, Edward A. Lang, the Company’s Executive Vice President and Chief Financial Officer, and Joseph M. Crabb, the Company’s Executive Vice President and Chief Legal Officer. On the applicable vesting date, the PRSUs and TRSUs will be settled for shares of common stock if all applicable conditions have been met. Mr. Johnsrud received 531,618 PRSUs, which vest in equal installments on the first two anniversaries of the Effective Date. Mr. Lang and Mr. Crabb each received an award of 62,022 PRSUs, which vest in three equal installments on December 31, 2018, December 31, 2019, and December 31, 2010. Vesting of the PRSUs is subject to the achievement of pre-established performance targets during the applicable performance measurement periods. Mr. Johnsrud received 531,618 TRSUs, which vest in three equal installments on the date of grant, which was February 23, 2018, and the first two anniversaries of the Effective Date. Mr. Lang and Mr. Crabb each received an award of 62,022 TRSUs, which vest in three equal installments on December 31, 2018, December 31 ,2019, and December 31, 2020. On February 22, 2018, the Compensation Committee adopted the 2018 Restricted Stock Plan for Directors (the “Restricted Stock Plan”), which is subject to ratification by the Company’s shareholders at the Company’s 2018 Annual Meeting. The Restricted Stock Plan provides for the grant of restricted stock to the non-employee directors of the Company. The Restricted Stock Plan limits the shares that may be issued thereunder to 100,000 shares of common stock. On February 22, 2018, the Compensation Committee authorized award grants of restricted stock to the current non-employee directors of the Company, which will be issued upon ratification of the Restricted Stock Plan by the Company’s shareholders. Each non-employee director received 4,688 shares of restricted stock for service during part of fiscal year 2017 and for fiscal 2018, all of which will fully vest on the first anniversary of the grant date. Share-based Compensation Expense 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 five months ended December 31, 2017 was as follows: Successor Five Months Ended December 31, 2017 Stock options $ 677 Total expense $ 677 There was no income tax expense or benefit related to share-based compensation recognized in the consolidated statement of operations for the five months ended December 31, 2017. At December 31, 2017 , the total unrecognized share-based compensation expense, net of estimated forfeitures, was $4.5 million and is expected to be recognized over a weighted average period of 2.6 years . We measure the cost of employee services received in exchange for awards of stock options based on the fair value of those awards at the date of grant. The fair value of stock options on the date of grant is amortized to compensation expense on a straight-line basis over the requisite service period. The exercise price for stock options is equal to the market price of our common stock on the date of grant. The maximum contractual term of stock options is 10 years . We estimate the fair value of stock options using a Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock options granted during the five months ended December 31, 2017 are as follows: Successor Five Months Ended December 31, 2017 Volatility 45.6 % Expected term (years) 10.0 Risk free interest rate 2.3 % Expected dividend yield — % Weighted average fair value $ 10.02 The expected term of stock options represents the period of time that the stock options granted are expected to be outstanding taking into consideration the contractual term of the options and termination history and option exercise behaviors of our employees. The expected volatility is based on the leverage-adjusted peer volatility methodology. The risk-free interest rate represents the U.S. Treasury bill rate for the expected term of the related stock options. The dividend yield represents our anticipated cash dividend over the expected term of the stock options. Stock Options Awards of stock options generally vest in equal increments over a three -year service period from the date of grant. A summary of stock option activity during the five months ended December 31, 2017 is presented below: Successor Options Shares Outstanding Shares Exercisable Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value August 1, 2017 — $ — Granted 709 $ 39.17 Exercised — $ — Forfeited, canceled, or expired — $ — December 31, 2017 709 $ 39.17 9.6 $ — Exercisable at December 31, 2017 — $ — 0.0 $ — 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 4 , 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. Share-based Compensation Expense The total share-based compensation expense, net of forfeitures, included in “General and administrative expenses” recognized in the consolidated statements of operations was as follows: Predecessor Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2016 2015 Stock options $ 109 $ 213 $ 536 Restricted stock 153 412 428 Restricted stock units 195 500 1,357 Total share-based compensation expense $ 457 $ 1,125 $ 2,321 There was no income tax expense or benefit related to share-based compensation recognized in the consolidated statement of operations for the seven months ended July 31, 2017, or the years ended December 31, 2016 and 2015 . We measured the cost of employee services received in exchange for awards of stock options based on the fair value of those awards at the date of grant. The fair value of stock options on the date of grant was amortized to compensation expense on a straight-line basis over the requisite service period. The exercise price for stock options was equal to the market price of our common stock on the date of grant. The maximum contractual term of stock options was 10 years. We estimated the fair value of stock options using a Black-Scholes option-pricing model. There were no stock options granted during the seven months ended July 31, 2017 and the year ended December 31, 2016. The assumptions used to estimate the fair value of stock options granted in the year ended December 31, 2015 are as follows: Predecessor Year Ended December 31, 2015 Volatility 55.3 % Expected term (years) 8.0 Risk free interest rate 1.8 % Expected dividend yield — % Weighted average fair value $ 1.55 The expected term of stock options represents the period of time that the stock options granted are expected to be outstanding taking into consideration the contractual term of the options and termination history and option exercise behaviors of our employees. The expected volatility is based on the historical price volatility of our common stock. The risk-free interest rate represents the U.S. Treasury bill rate for the expected term of the related stock options. The dividend yield represents our anticipated cash dividend over the expected term of the stock options. We measured the cost of employee services received in exchange for awards of restricted stock or restricted stock units based on the market value of our common shares at the date of grant. The fair value of the restricted stock or restricted stock units was amortized on a straight-line basis over the requisite service period. Certain restricted stock units were subject to a performance condition established at the date of grant. Actual results against the performance condition were measured at the end of the performance period, which typically coincides with the vesting period. For these awards with performance conditions, the fair value of the restricted stock units was amortized on a straight-line basis over the requisite service period based upon the fair market value on the date of grant, adjusted for the anticipated or actual achievement against the established performance condition. Stock Options Awards of stock options generally vest in equal increments over a three -year service period from the date of grant. A summary of stock option activity during the seven months ended July, 31, 2017, and the years ended December 31, 2016 and 2015 is presented below: Predecessor Options Shares Outstanding Shares Exercisable Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value December 31, 2014 232 $ 40.30 Granted 736 $ 5.29 Exercised — $ — Forfeited, canceled, or expired (145 ) $ 28.06 December 31, 2015 823 $ 11.16 8.6 $ — Exercisable at December 31, 2015 92 $ 40.63 5.3 $ — Granted — $ — Exercised — $ — Forfeited, canceled, or expired (456 ) $ 7.58 December 31, 2016 367 $ 13.55 7.2 $ — Exercisable at December 31, 2016 185 $ 21.24 6.3 $ — Granted — $ — Exercised — $ — Forfeited, canceled, or expired (367 ) $ 13.55 July 31, 2017 — $ — 0.0 $ — Exercisable at July 31, 2017 — $ — 0.0 $ — Restricted Stock Awards Shares of restricted stock awards generally vest over a two or three year service period from the date of grant. A summary of non-vested restricted stock award activity during the seven months ended July 31, 2017, and the years ended December 31, 2016 and 2015 is presented below: Predecessor Non-Vested Restricted Stock Shares Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 66 $ 9.78 Granted 420 $ 1.25 Vested (39 ) $ 10.23 Forfeited — $ — Non-vested at December 31, 2015 447 $ 1.73 Granted — $ — Vested (236 ) $ 2.00 Forfeited (1 ) $ 41.50 Non-vested at December 31, 2016 210 $ 1.25 Granted — $ — Vested — $ — Forfeited or canceled (210 ) $ 1.25 Non-vested at July 31, 2017 — $ — There were no shares that vested during the seven months ended July 31, 2017. The total fair value of the shares vested during the years ended December 31, 2016 and 2015 , was approximately $0.5 million and $0.4 million , respectively. Restricted Stock Units Shares of restricted stock units generally vest over a two or three year service period from the date of grant. Certain restricted stock units are subject to a performance condition established at the date of grant. Actual results against the performance condition are measured at the end of the performance period, which typically coincides with the vesting period. A summary of non-vested restricted stock unit activity during the seven months ended July 31, 2017 and the years ended December 31, 2016 and 2015 is presented below: Predecessor Non-Vested Restricted Stock Units Shares Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 248 $ 18.42 Granted 164 $ 3.54 Vested (123 ) $ 20.00 Forfeited (29 ) $ 10.94 Non-vested at December 31, 2015 260 $ 8.04 Granted 1 $ 0.30 Vested (71 ) $ 11.69 Forfeited (151 ) $ 4.81 Non-vested at December 31, 2016 39 $ 13.93 Granted — $ — Vested (32 ) $ 14.81 Forfeited or canceled (7 ) $ 9.96 Non-vested at July 31, 2017 — $ — The total fair value of units vested during the seven months ended July 31, 2017, and the years ended December 31, 2016 and 2015 was approximately $0.5 million , $0.8 million and $2.5 million , respectively. Employee Stock Purchase Plan - Predecessor Effective September 1, 2013, we established a noncompensatory employee stock purchase plan (“ESPP”) which permits all regular full-time employees and employees who work part time over 20 hours per week to purchase shares of our common stock at a five percent discount. Annual employee contributions are limited to twenty-five thousand dollars, are voluntary and made through a bi-weekly payroll deduction. Due to low employee participation in the plan, we suspended our ESPP effective July 1, 2016. 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 the ESPP was terminated on the Effective Date. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table shows the components of the income tax expense (benefit) for the periods indicated: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2017 2016 2015 Current income tax expense (benefit): Federal $ (251 ) $ — $ 477 $ (137 ) State 146 15 105 21 Total Current (105 ) 15 582 (116 ) Deferred income tax expense (benefit): Federal (186 ) (51 ) 217 115 State (56 ) (286 ) 8 (116 ) Total Deferred (242 ) (337 ) 225 (1 ) Total income tax (benefit) expense from continuing operations $ (347 ) $ (322 ) $ 807 $ (117 ) A reconciliation of the income tax (expense) benefit and the amount computed by applying the statutory federal income tax rate of 35% to loss from continuing operations before income taxes is as follows: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2017 2016 2015 U.S. federal income tax benefit at statutory rate 35.0 % 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal benefit 1.5 % 0.8 % 3.3 % 0.9 % Compensation (0.5 )% 0.1 % (0.2 )% (0.6 )% Impact of fresh start accounting adjustments — % 3.3 % — % — % Impairment of goodwill — % — % — % (18.8 )% Tax Act revaluation of deferred tax balances 69.9 % — % — % — % Change in valuation allowance (105.5 )% (40.3 )% (38.7 )% (16.4 )% Other 0.3 % 0.9 % 0.1 % (0.1 )% Benefit (expense) for income taxes 0.7 % (0.2 )% (0.5 )% — % Significant components of our deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: Successor Predecessor December 31, December 31, 2017 2016 Deferred tax assets: Reserves $ 494 $ 1,604 Deferred financing costs 233 530 Net operating losses 65,600 123,382 Federal credit carryover 226 477 Equity based compensation — 624 Long-term debt — 74,412 Intangible asset and goodwill 11,982 16,781 Capital loss carry forward 42,671 67,766 Other 3,663 6,360 Total 124,869 291,936 Less: Valuation allowance (88,766 ) (236,080 ) Total deferred tax assets 36,103 55,856 Deferred tax liabilities: Fixed assets (35,538 ) (55,649 ) Other (481 ) (702 ) Total deferred tax liabilities (36,019 ) (56,351 ) Net deferred tax asset (liability) $ 84 $ (495 ) On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation (the “Tax Act”). This legislation makes significant changes in U.S. tax law including a reduction in the corporate statutory income tax rates from 35% to 21% , changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. As a result of the enacted law, we were required to revalue deferred tax assets and liabilities as of December 22, 2017 using the new statutory rate and have reflected this revaluation in our effective tax rate reconciliation. The Tax Act’s impact in 2017 reduced the value of our net deferred tax asset balance by $50.8 million at December 31, 2017. As we are subject to a valuation allowance, there was no material impact to our tax provision. The other provisions of the Tax Act did not have a material impact on the 2017 consolidated financial statements. As of December 31, 2017 , we had net operating loss (“NOL”) carryforwards for federal income tax purposes of approximately $251.6 million , which expire in 2031 through 2037, state NOL carryforwards of approximately $277.3 million , which expire in 2018 through 2037, federal alternative minimum tax credits of $ 0.2 million , which do not expire and will be refunded over a four year period beginning in 2018, and capital loss carryforwards of approximately $188.5 million , which begin to expire in 2019. Pursuant to United States Internal Revenue Code Section 382, if we undergo an ownership change, the NOL carryforward limitations would impose an annual limit on the amount of the taxable income that may be offset by our NOLs generated prior to the ownership change. We have determined that an ownership change occurred on April 15, 2016 as a result of the debt restructuring that occurred during fiscal 2016. In addition, another ownership change occurred on August 7, 2017 as a result of the chapter 11 reorganization described further in Note 4 . The limitation under Section 382 may result in federal NOLs expiring unused. Subject to the impact of those rules as a result of past or future restructuring transactions, we may be unable to use all or a significant portion of our NOLs to offset future taxable income. As required by GAAP, we assess the recoverability of our deferred tax assets on a regular basis and record a valuation allowance for any such assets where recoverability is determined to be not more likely than not. As a result of our continued losses, we determined that our deferred tax liabilities were not sufficient to fully realize our deferred tax assets prior to the expiration of our NOLs, and accordingly, a valuation allowance continues to be required to be recorded against our deferred tax assets. We have recorded a decrease of approximately $147.3 million to our valuation allowance during the year ended December 31, 2017 . The decrease in the valuation allowance during 2017 primarily relates to the impact of fresh start accounting adjustments and debt forgiveness, as well as the decrease in the federal statutory income tax rate as a result of the Tax Act. We recorded an increase of approximately $64.4 million to our valuation allowance during the year ended December 31, 2016. As a result of the restructuring of our debt in 2016, we realized $211.8 million of cancellation of debt income, of which $65.1 million was excluded from income due to an insolvency exception and $146.7 million was recognized for income tax purposes during the year ended December 31, 2016. We reduced our net operating loss carryforward by the amount of the insolvency exclusion during 2016. A reconciliation of our valuation allowance on deferred tax assets for the years ended December 31, 2017 and 2016 is as follows: Successor Predecessor Year Ended December 31, Year Ended December 31, 2017 2016 Balance at beginning of period $ 236,080 $ 171,720 Additions to valuation allowance — 64,360 Valuation allowance release, net (147,314 ) — Balance at end of period $ 88,766 $ 236,080 As of December 31, 2017 and 2016 we did no t have any unrecognized tax benefits as the previous unrecognized tax benefits lapsed due to the statute of limitations. We recognize potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. We did no t have any accrued interest and penalties as of December 31, 2017 and 2016 . To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. We are subject to the following significant taxing jurisdictions: U.S. federal, Pennsylvania, Louisiana, North Dakota, Ohio, Texas, West Virginia, and Arizona. We have had NOLs in various years for federal purposes and for many states. The statute of limitations for a particular tax year for examination by the Internal Revenue Service is generally three years subsequent to the filing of the associated tax return. However, the Internal Revenue Service can adjust NOL carryovers up to three years subsequent to the last year in which the loss carryover is finally used. Accordingly, there are multiple years open to examination. The statute of limitations is generally three to four years for many of the states where we operate. The Company is currently not under income tax examination in any tax jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 in connection with our compliance with environmental laws and regulations. We did not have any accruals related to environmental matters as of December 31, 2017 . The consolidated balance sheet as of December 31, 2016 included accruals totaling $2.8 million for various environmental matters. Lease Obligations Included in property and equipment in the accompanying consolidated balance sheets are the following assets held under capital leases at December 31, 2017 : Successor Leased equipment $ 9,079 Less accumulated depreciation (3,241 ) Leased equipment, net $ 5,838 Capital lease obligations consist primarily of vehicle leases with periods expiring at various dates through 2020 at variable interest rates and fixed interest rates, which were approximately 4.12% at December 31, 2017 . Capital lease obligations amounted to $3.8 million and $7.7 million , at December 31, 2017 and 2016 , respectively. We also rent transportation equipment, real estate and certain office equipment under operating leases. Certain real estate leases require us to pay maintenance, insurance, taxes and certain other expenses in addition to the stated rentals. Lease expense under operating leases and rental contracts amounted to $ 5.0 million for the combined Predecessor and Successor periods during the year ended December 31, 2017 , $ 5.4 million for the year ended December 31, 2016 , and $ 6.1 million for the year ended December 31, 2015 . At December 31, 2017 , future minimum lease payments, by year and in the aggregate, under all noncancelable leases were as follows at: Successor Operating Leases Capital Leases 2018 $ 3,696 $ 2,519 2019 600 884 2020 192 622 2021 131 — 2022 107 — Thereafter 572 — Total minimum lease payments $ 5,298 4,025 Less amount representing executory costs (61 ) Net minimum lease payments 3,964 Less amount representing interest ( 4.12% at December 31, 2017) (200 ) Present value of net minimum lease payments $ 3,764 Asset Retirement Obligations At December 31, 2017 and 2016 , we had approximately $ 6.4 million and $3.1 million , respectively, of asset retirement obligations related to our disposal wells and landfill which are recorded in “Other long-term liabilities” in the accompanying consolidated balance sheet. The following table provides a reconciliation of the beginning and ending balances of our asset retirement obligations as of December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, 2017 December 31, 2016 Balance at beginning of period $ 3,138 $ 3,035 Adjustment to increase the net book value to fair value (see Note 4) 3,050 — Changes in estimate 78 (47 ) Accretion expense 471 150 Cash payments (302 ) — Balance at end of period $ 6,435 $ 3,138 Surety Bonds and Letters of Credit At December 31, 2017 and 2016 , we had surety bonds outstanding of approximately $8.2 million and $9.8 million , respectively, primarily to support financial assurance obligations related to our landfill and disposal wells. Additionally, at December 31, 2017 and 2016 , we had outstanding irrevocable letters of credit totaling $4.0 million and $4.5 million , respectively, to support various agreements, leases and insurance policies. |
Legal Matters
Legal Matters | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters 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 are subject to various legal proceedings and claims incidental to or arising in the ordinary course of our business. Based on information currently known to our management, we do not expect the outcome in any of these known legal proceedings, individually or collectively, to have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Litigation is inherently unpredictable, however, and it is possible that our financial condition, 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. 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 AWS 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 AWS Note 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 AWS Note 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 AWS Note. 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. Pursuant to the proposed settlement terms, the Nuverra Parties agreed to transfer to the holders of the AWS Note, 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 payment, the holders of the AWS Note agreed to release their claims related to the AWS Note 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. The settlement, including the transfer of the water treatment facility, was completed 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. While we do not expect the appeal to affect the finality, validity, and enforceability of the Confirmation Order, there can be no assurances to that effect. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Effective September 1, 2013, we established a defined contribution 401(k) plan (the “Plan”) that is subject to the provisions of the Employee Retirement Income Security Act of 1974. The Plan covers substantially all employees who have met certain eligibility requirements except those employees working less than 25 hours per week. Employees may participate in the Plan on the first day of the first month following 60 days of employment. Historically, we have provided a quarterly match in shares of our common stock equal to 100% of each participant’s annual contribution up to 3% of each participant’s annual compensation and 50% of each participant’s annual contribution up to an additional 2% of each participant’s annual compensation. In March 2015, we suspended our matching contribution to the Plan. As a result, matching contributions to the Plan were $0.7 million for the year ended December 31, 2015, and there was no matching contribution to the Plan during the year ended December 31, 2016. On April 1, 2017, we reinstated a cash match using the same matching formula we have historically used to calculate the match. Cash matching contributions to the Plan were $1.2 million for the year ended December 31, 2017. |
Related Party and Affiliated Co
Related Party and Affiliated Company Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party and Affiliated Company Transactions | Related Party and Affiliated Company Transactions Related Party Transactions Mr. Johnsrud, our former Chairman and Chief Executive Officer, is the sole member of an entity that owns apartment buildings in North Dakota which are rented to certain of our employees at rates that are believed to be equal to or below market rates. We do not pay or indirectly subsidize any portion of these rental payments. We periodically purchase fresh water for resale to customers from a sole proprietorship owned by Mr. Johnsrud. We did not purchase any fresh water for resale from the sole proprietorship during the year ended December 31, 2017 . Our purchases during the years ended December 31, 2016 and 2015 amounted to $0.1 million and $ 1.3 million , respectively. No amounts were due to the sole proprietorship at December 31, 2017 and 2016 , respectively. Mr. Johnsrud is the sole member of an entity that owns land in North Dakota on which three of our saltwater disposal wells are situated. We have agreed to pay the entity a per-barrel royalty fee in exchange for the use of the land, which is consistent with rates charged by non-affiliated third parties under similar arrangements. We paid royalties of approximately $ 43.5 thousand , $0.1 million and $0.2 million during years ended December 31, 2017 , 2016 and 2015 , respectively. There were no royalties payable to the entity as of December 31, 2017 and 2016 . On December 6, 2017, following the approval of the transaction by the Company’s Audit Committee in accordance with the Company’s Corporate Governance Guidelines, we entered into a Salt Water Injection Easement and Surface Use Agreement with Mr. Johnsrud and his spouse for the Best I-1 and Best E-1 wells, which are to be located in McKenzie County, North Dakota. The wells are being constructed on land owned by Mr. Johnsrud and his spouse as part of a joint scientific study with the University of North Dakota Energy & Environmental Research Center. Mr. Johnsrud will be entitled to receive a royalty for salt water injected into the Best I-1 and Best E-1 wells after they become operational. Cost Method Investment - Underground Solutions, Inc. During 2009, we acquired an approximate 7% investment in Underground Solutions, Inc. (“UGSI”) a supplier of water infrastructure pipeline products, whose chief executive officer, Andrew D. Seidel, was a member of our board of directors. Our interest in UGSI was accounted for as a cost method investment. On February 18, 2016, Aegion Corporation (or “Aegion”) announced the completion of the acquisition of UGSI, whereby Aegion paid approximately $85.0 million to acquire UGSI. Our total proceeds as a result of the acquisition were approximately $5.2 million . In April of 2016, we received proceeds of $5.0 million , which exceeded our cost basis of approximately $3.2 million . As such during the three months ended June 30, 2016, we recognized a net gain on the sale of approximately $1.7 million , including approximately $0.1 million in costs incurred by us in the closing. During the three months ended September 30, 2016, and the two months ended September 30, 2017, we received additional proceeds of $53.0 thousand and $76.0 thousand , respectively, due to adjustments to the final closing working capital statement. There still remains approximately $0.1 million in escrow pending the review of other final closing adjustments and indemnifications. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments We evaluate business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. Our business is divided into 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 and Eagle Ford Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and losses from discontinued operations, as well as assets held for sale and certain other corporate assets. As discussed in Note 9 , in March of 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the MidCon shale area. As such, revenues and costs associated with revenue generating activities for the MidCon shale area were included in the Southern division for the three months ended March 31, 2015, with minimal or no revenue activity thereafter. As a result of our restructuring in the MidCon, some remaining operating expenses for shut-down activities, as well as depreciation and amortization, neither of which is considered material, have been included in the Southern division for the five months ended December 31, 2017, seven months ended July 31, 2017, and the years ended December 31, 2016 and 2015. Financial information for our reportable segments related to continuing operations is presented below. Northeast Southern Rocky Mountain Corporate/ Other Total Five Months Ended December 31, 2017 - Successor Revenue $ 17,234 $ 16,467 $ 46,487 $ — $ 80,188 Direct operating expenses 14,836 12,005 40,236 — 67,077 General and administrative expenses 1,156 1,574 2,640 5,245 10,615 Depreciation and amortization 10,816 9,533 18,108 94 38,551 Operating loss (9,574 ) (6,883 ) (19,163 ) (5,339 ) (40,959 ) Reorganization items, net (98 ) (88 ) (939 ) (4,382 ) (5,507 ) Loss from continuing operations before income taxes (9,819 ) (7,106 ) (20,219 ) (11,098 ) (48,242 ) Total assets (a) 54,218 111,457 137,213 8,434 311,322 Seven Months Ended July 31, 2017 - Predecessor Revenue 20,751 18,586 56,546 — 95,883 Direct operating expenses 21,117 13,056 46,837 — 81,010 General and administrative expenses 1,917 1,684 3,877 15,074 22,552 Depreciation and amortization 5,352 7,542 15,964 123 28,981 Operating loss (7,635 ) (3,696 ) (10,132 ) (15,197 ) (36,660 ) Reorganization items, net 28,000 22,448 (4,658 ) 177,704 223,494 Loss from continuing operations before income taxes 20,194 18,650 (14,854 ) 144,299 168,289 Year Ended December 31, 2016 - Predecessor Revenue 36,446 33,166 82,564 — 152,176 Direct operating expenses 36,673 27,885 65,066 — 129,624 General and administrative expenses 2,632 2,951 5,951 25,479 37,013 Depreciation and amortization 13,446 15,559 31,498 260 60,763 Operating loss (24,330 ) (15,656 ) (51,663 ) (25,739 ) (117,388 ) Loss from continuing operations before income taxes (24,226 ) (15,741 ) (51,951 ) (74,896 ) (166,814 ) Total assets (a) 46,094 107,350 184,116 5,044 342,604 Year Ended December 31, 2015 - Predecessor Revenue 92,135 68,543 196,021 — 356,699 Direct operating expenses 74,364 58,303 147,214 — 279,881 General and administrative expenses 4,606 4,891 6,824 23,006 39,327 Depreciation and amortization 16,667 18,188 35,043 613 70,511 Operating loss (3,624 ) (19,422 ) (97,781 ) (24,012 ) (144,839 ) Loss from continuing operations before income taxes (4,228 ) (19,526 ) (97,632 ) (73,898 ) (195,284 ) (a) Total assets exclude intercompany receivables eliminated in consolidation. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Following an assessment of various alternatives regarding our industrial solutions business in the third quarter of 2013 and a decision to focus exclusively on its shale solutions business, our board of directors approved and committed to a plan to divest Thermo Fluids Inc. (“TFI”) in the fourth quarter of 2013. On February 4, 2015, we entered into a definitive agreement with Safety-Kleen, Inc. (“Safety-Kleen”), a subsidiary of Clean Harbors, Inc. , whereby Safety-Kleen agreed to acquire TFI for $85.0 million in an all-cash transaction, subject to working capital adjustments. On April 11, 2015, we completed the TFI disposition with Safety-Kleen as contemplated by the previously disclosed purchase agreement. Pursuant to the purchase agreement, the purchase price paid at closing was adjusted based upon an estimated working capital adjustment, subject to a post-closing reconciliation, to reflect TFI’s actual working capital (calculated in accordance with the purchase agreement) on the closing date. After giving effect to the indemnity escrow, the estimated working capital adjustment and the payment of transaction fees and other expenses, the amount of net cash proceeds on the closing date was approximately $74.6 million . Also pursuant to the purchase agreement, $4.3 million of the purchase price was deposited into an escrow account to satisfy 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 . A total of $4.3 million was released from escrow, of which $3.0 million was returned to us and $1.3 million was paid to Safety-Kleen for the post-closing working capital reconciliation and certain indemnification claims. We classified TFI as discontinued operations in our consolidated statements of operations for the years ended December 31, 2016 and 2015 . As the final post-closing working capital reconciliation was completed during the year ended December 31, 2016, there was no activity related to TFI for the five months ended December 31, 2017, or the seven months ended July 31, 2017. The following table provides selected financial information of discontinued operations related to TFI: Predecessor Year Ended December 31, Year Ended December 31, 2016 2015 Revenue $ — $ 19,100 Income from discontinued operations before income taxes $ — $ 1,171 Income tax expense — (265 ) Income from discontinued operations $ — $ 906 Loss on sale of TFI, net of taxes (1,235 ) (1,193 ) Loss on discontinued operations, net of income taxes $ (1,235 ) $ (287 ) |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Summarized quarterly financial information for 2017 and 2016 is as follows: Predecessor Successor Three Months Ended Three Months Ended One Month Ended Two Months Ended Three Months Ended March 31, June 30, July 31, September 30, December 31, 2017 Revenue $ 39,223 $ 41,538 15,122 $ 33,758 $ 46,430 (Loss) income from continuing operations (35,962 ) (19,587 ) 224,160 (16,993 ) (30,902 ) Net (loss) income (35,962 ) (19,587 ) 224,160 (16,993 ) (30,902 ) Earnings per common share: Net (loss) income per basic common share $ (0.24 ) $ (0.13 ) 1.48 $ (1.45 ) $ (2.64 ) Net (loss) income per diluted common share (0.24 ) (0.13 ) 1.42 (1.45 ) (2.64 ) Predecessor Three Months Ended March 31, June 30, September 30, December 31, 2016 Revenue $ 46,975 $ 33,978 $ 35,441 $ 35,782 Loss from continuing operations (27,271 ) (40,638 ) (38,396 ) (61,316 ) Income (loss) from discontinued operations 55 (1,290 ) — — Net loss (27,216 ) (41,928 ) (38,396 ) (61,316 ) Earnings per common share: Basic and diluted loss from continuing operations (0.98 ) (0.60 ) (0.30 ) (0.45 ) Basic and diluted loss from discontinued operations — (0.02 ) — — Net loss per basic and diluted common share $ (0.98 ) $ (0.62 ) $ (0.30 ) $ (0.45 ) |
Subsidiary Guarantors
Subsidiary Guarantors | 12 Months Ended |
Dec. 31, 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 seven months ended July 31, 2017, and for the years ended December 31, 2016 and 2015 . 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 assets 363,291 94,388 (457,115 ) 564 Total assets $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 LIABILITIES AND EQUITY Accounts payable $ 412 $ 3,635 $ — $ 4,047 Accrued liabilities 6,961 11,826 — 18,787 Current contingent consideration — — — — 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 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 CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 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 Loss from operations (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 (loss) from continuing operations before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax (expense) benefit (a) (77,150 ) 77,472 — 322 Income (loss) from continuing operations 168,611 101,462 (101,462 ) 168,611 Loss from discontinued operations, net of income taxes — — — — Net income (loss) $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 (a) The Parent's tax benefit offsets the tax expense reflected in the Guarantor Subsidiaries. CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2016 Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 152,176 $ — $ 152,176 Costs and expenses: Direct operating expenses — 129,624 — 129,624 General and administrative expenses 25,479 11,534 — 37,013 Depreciation and amortization 260 60,503 — 60,763 Impairment of long-lived assets — 42,164 — 42,164 Total costs and expenses 25,739 243,825 — 269,564 Loss from operations (25,739 ) (91,649 ) — (117,388 ) Interest expense, net (53,541 ) (989 ) — (54,530 ) Other income, net 3,311 752 — 4,063 Loss on extinguishment of debt (674 ) — — (674 ) (Loss) income from equity investments (126,597 ) (32 ) 128,344 1,715 (Loss) income from continuing operations before income taxes (203,240 ) (91,918 ) 128,344 (166,814 ) Income tax benefit (expense) 35,619 (36,426 ) — (807 ) (Loss) income from continuing operations (167,621 ) (128,344 ) 128,344 (167,621 ) Loss from discontinued operations, net of income taxes (1,235 ) — — (1,235 ) Net (loss) income $ (168,856 ) $ (128,344 ) $ 128,344 $ (168,856 ) CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 356,699 $ — $ 356,699 Costs and expenses: Direct operating expenses — 279,881 — 279,881 General and administrative expenses 23,006 16,321 — 39,327 Depreciation and amortization 613 69,898 — 70,511 Impairment of goodwill — 104,721 — 104,721 Other, net 393 6,705 — 7,098 Total costs and expenses 24,012 477,526 — 501,538 Loss from operations (24,012 ) (120,827 ) — (144,839 ) Interest expense, net (47,741 ) (1,453 ) — (49,194 ) Other income, net — 958 — 958 Loss on extinguishment of debt (2,145 ) — — (2,145 ) (Loss) income from equity investments (130,855 ) (64 ) 130,855 (64 ) (Loss) income from continuing operations before income taxes (204,753 ) (121,386 ) 130,855 (195,284 ) Income tax benefit (expense) 9,586 (9,469 ) — 117 (Loss) income from continuing operations (195,167 ) (130,855 ) 130,855 (195,167 ) Loss from discontinued operations, net of income taxes (287 ) — — (287 ) Net (loss) income $ (195,454 ) $ (130,855 ) $ 130,855 $ (195,454 ) CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 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 year 913 81 994 Cash and cash equivalents - end of year $ 10,971 $ (3,778 ) $ 7,193 CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2016 Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities (28,392 ) 2,141 (26,251 ) Cash flows from investing activities: Proceeds from the sale of property and equipment 27 10,669 10,696 Purchase of property, plant and equipment — (3,826 ) (3,826 ) Proceeds from the sale of UGSI 5,032 — 5,032 Change in restricted cash 3,775 (945 ) 2,830 Net cash provided by investing activities 8,834 5,898 14,732 Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 154,514 — 154,514 Payments on Predecessor revolving credit facility (233,667 ) — (233,667 ) Proceeds from Predecessor term loan 55,000 — 55,000 Payments for debt issuance costs (1,029 ) — (1,029 ) Issuance of Predecessor stock 5,000 — 5,000 Payments on vehicle financing and other financing activities (7 ) (6,607 ) (6,614 ) Net cash used in financing activities (20,189 ) (6,607 ) (26,796 ) Net (decrease) increase in cash (39,747 ) 1,432 (38,315 ) Cash and cash equivalents - beginning of year 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of year $ 913 $ 81 $ 994 CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash provided by operating activities from continuing operations $ 33,977 $ 15,850 $ 49,827 Net cash used in operating activities from discontinued operations — (708 ) (708 ) Net cash provided by operating activities 33,977 15,142 49,119 Cash flows from investing activities: Proceeds from the sale of TFI 78,897 — 78,897 Proceeds from the sale of property and equipment 255 12,477 12,732 Purchase of property, plant and equipment — (19,201 ) (19,201 ) Change in restricted cash (4,250 ) — (4,250 ) Net cash provided by (used in) investing activities from continuing operations 74,902 (6,724 ) 68,178 Net cash used in investing activities from discontinued operations — (181 ) (181 ) Net cash provided by (used in) investing activities 74,902 (6,905 ) 67,997 Cash flows from financing activities: Payments on Predecessor revolving credit facility (81,647 ) — (81,647 ) Payments for debt issuance costs (225 ) — (225 ) Payments on vehicle financing and other financing activities (148 ) (11,098 ) (11,246 ) Net cash used in financing activities from continuing operations (82,020 ) (11,098 ) (93,118 ) Net cash used in financing activities from discontinued operations — (105 ) (105 ) Net cash used in financing activities (82,020 ) (11,203 ) (93,223 ) Net increase (decrease) in cash 26,859 (2,966 ) 23,893 Cash and cash equivalents - beginning of year 13,801 1,615 15,416 Cash and cash equivalents - end of year 40,660 (1,351 ) 39,309 Less: cash and cash equivalents of discontinued operations - end of year — — — Cash and cash equivalents of continuing operations - end of year $ 40,660 $ (1,351 ) $ 39,309 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 1, 2018, the Board determined it was in the best interests of the Company to cease our operations in the Eagle Ford Shale area in order to focus on other opportunities. As a result, the Company plans to exit the Eagle Ford Shale area and will begin divesting the assets used in the operation of our business in that basin. The Company expects to complete the closure of our business in the Eagle Ford Shale area by the end of the second quarter of fiscal 2018. |
Significant Accounting Polici33
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying audited consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC. In our opinion, the consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth herein. 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 balance sheet, income statement, statement of operations and cash flow items in these accompanying audited consolidated financial statements refers to results from continuing operations. We have not included a statement of comprehensive income as there were no transactions to report in the 2017 , 2016 , or 2015 periods presented. The business comprising what was previously called the industrial solutions division is presented as discontinued operations in our consolidated financial statements for the years ended December 31, 2017 , 2016 , and 2015 . See Note 23 for additional information. |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include the accounts of Nuverra and our subsidiaries. All intercompany accounts, transactions and profits are eliminated in consolidation. |
Use of Estimates | Use of Estimates Our consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). The preparation of the financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared using the most current and best available information, however actual results could differ from those estimates. |
Cash Equivalents | Cash Equivalents We consider all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. We maintain bank accounts in the United States, with a majority of funds considered cash equivalents invested in institutional money market funds. We have not experienced any historical losses in such accounts and believe that the risk of any loss is minimal. |
Restricted Cash | Restricted Cash On the Effective Date, we entered into a new $45.0 million First Lien Credit Agreement (the “Credit Agreement”) by and among the lenders party thereto (the “Credit Agreement Lenders”), ACF FinCo I, LP, as administrative agent (the “Credit Agreement Agent”), and the Company. Pursuant to the Credit Agreement, the Credit Agreement Lenders agreed to extend to 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”). As our collections on our accounts receivable serve as collateral on the Successor Revolving Facility, all amounts collected are initially recorded to “Restricted cash” on the consolidated balance sheet as these funds are not available for operations until our Credit Agreement Lenders release the funds to us approximately one day later. As such, we expect our restricted cash balance to be anywhere between $0.2 million and $2.0 million at any given time depending upon recent collections. We had a restricted cash balance of $1.3 million as of December 31, 2017 . On March 10, 2016, we entered into an amendment to our guaranty and security agreement related to our Predecessor asset-based lending facility. This amendment implemented a daily cash sweep of our collection lockbox and certain depository accounts, the proceeds of which were required to be applied against the outstanding balance of the Predecessor asset-based lending facility. As a result of the sweep occurring one day in arrears, we had an ending balance of $1.4 million in our collection lockbox and certain depository accounts on December 31, 2016, which was classified as “Restricted cash” on the consolidated balance sheet as this cash was not available for operations and was subsequently swept by the lender on January 1, 2017, and applied against the outstanding balance under the Predecessor asset-based lending facility. |
Accounts Receivable | Accounts Receivable Accounts receivable are recognized and carried at original billed and unbilled amounts less allowances for estimated uncollectible amounts and estimates for potential credits. Inherent in the assessment of these allowances are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, our compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We write off trade receivables when we determine that they have become uncollectible. Bad debt expense is reflected as a component of “General and administrative expenses” in the consolidated statements of operations. Unbilled accounts receivable result from revenue earned for services rendered where customer billing is still in progress at the balance sheet date. |
Fair Value of Financial Instruments | The fair value of our Predecessor asset-based lending facility, Successor Revolving Facility, Predecessor term loan, Successor First Lien Term Loan, Successor second lien term loan, note payable and other debt obligations including capital leases secured by various properties and equipment, bears interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. Our Predecessor 9.875% Senior Notes due 2018 (the “2018 Notes”) and Predecessor 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”) were carried at cost with their estimated fair values are based on reported trading prices. See Note 11 for disclosures on the fair value of our debt instruments at December 31, 2017 . Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts of our cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. The carrying value of our contingent consideration is adjusted to fair value at the end of each reporting period using a probability-weighted discounted cash flow model. See Note 12 for disclosures on the fair value of our contingent consideration at December 31, 2017 and 2016 . |
Property and Equipment | Property, Plant and Equipment Property and equipment is recorded at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets ranging from three to thirty-nine years . Our landfill is depreciated using the units-of-consumption method based on estimated remaining airspace. Leasehold improvements are depreciated over the life of the lease or the life of the asset, whichever is shorter. The range of useful lives for the components of property, plant and equipment are as follows: Buildings 15-39 years Building and land improvements 5-20 years Pipelines 10-30 years Disposal wells 3-10 years Machinery and equipment 3-15 years Equipment under capital leases 4-6 years Motor vehicles and trailers 3-11 years Rental equipment 5-15 years Office equipment 3-7 years Expenditures for betterments that increase productivity and/or extend the useful life of an asset are capitalized. Maintenance and repair costs are charged to expense as incurred. Upon disposal, the related cost and accumulated depreciation of the assets are removed from their respective accounts, and any gains or losses are included in “Direct operating expenses” in the consolidated statements of operations. |
Debt Issuance Costs | Upon the prepayment of related debt, we accelerate the recognition of the unamortized cost, which is included in “Loss on extinguishment of debt” in the consolidated statements of operations. Additionally, when executing amendments to our debt agreements, if the borrowing capacity of the new arrangement is less than the borrowing capacity of the old arrangement, then: (1) any fees paid to the creditor and any third-party costs incurred are associated with the new arrangement (that is deferred and amortized over the term of the new arrangement); and (2) any unamortized debt issuance costs relating to the old arrangement at the time of the change are written off in proportion to the decrease in borrowing capacity of the old arrangement. The portion of the unamortized debt issuance costs written off in such circumstances are included in “Loss on extinguishment of debt” in the consolidated statements of operations. Deferred initial up-front commitment fees paid by a borrower to a lender represent the benefit of being able to access capital over the contractual term, and therefore, meet the definition of an asset. Debt Issuance Costs We capitalize costs associated with the issuance of debt and amortize them as additional interest expense over the lives of the respective debt instrument on a straight-line basis, which approximates the effective interest method. Debt issuance costs related to a recognized debt liability are presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets of businesses acquired. The application of fresh start accounting upon emergence from chapter 11 resulted in a goodwill balance of $27.1 million as of July 31, 2017. 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 goodwill impairment test involves a two-step process; however, if, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. In the event a determination is made that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the first step of the two-step process must be performed. The first step of the test, used to identify potential impairment, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test must be performed to measure the amount of the impairment loss, if any. Historically, the second step of the goodwill impairment test compared the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment , which eliminated 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 early adopted this ASU in the fourth quarter of 2017 in conjunction with our annual impairment test as of October 1st. The amendments in this ASU were applied on a prospective basis and the adoption did not have a significant impact on the consolidated financial statements. |
Impairment of Long-Lived Assets and Intangible Assets with Finite Useful Lives | Impairment of Long-Lived Assets and Intangible Assets with Finite Useful Lives 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 amount of such assets may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of such assets to the sum of the estimated undiscounted future cash flows expected to be generated by the assets. Cash flow estimates are based upon, among other things, historical results adjusted to reflect the best estimate of future market rates, utilization levels, and operating performance. Estimates of cash flows may differ from actual cash flows due to various factors, including changes in economic conditions or changes in an asset’s operating performance. Long-lived assets are grouped at the basin level for purposes of assessing their recoverability as we concluded that the basin level is the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. For assets that do not pass the recoverability test, the asset group’s fair value is compared to the carrying amount. If the asset group’s fair value is less than the carrying amount, impairment losses are recorded for the amount by which the carrying amount of such assets exceeds the fair value. |
Asset Retirement Obligations | Asset Retirement Obligations We record the fair value of estimated asset retirement obligations associated with tangible long-lived assets in the period incurred. Retirement obligations associated with long-lived assets are those for which there is an obligation for closures and/or site remediation at the end of the assets’ useful lives. These obligations are initially estimated based on discounted cash flow estimates and are accreted to full value over time through charges to interest expense ( Note 18 ). In addition, asset retirement costs are capitalized as part of the related asset’s carrying value and are depreciated on a straight line basis for disposal wells and using a units-of-consumption basis for landfill costs over the assets’ respective useful lives. |
Revenue Recognition | Revenue Recognition We recognize revenues in accordance with Accounting Standards Codification 605 (ASC 605 “Revenue Recognition”) and Staff Accounting Bulletin No 104, and accordingly all of the following criteria must be met for revenues to be recognized: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured. Revenues are generated upon the performance of contracted services under formal and informal contracts with direct customers. Taxes assessed on sales transactions are presented on a net basis and are not included in revenue. The majority of our revenues are from the transportation of fresh and saltwater by Company-owned trucks, or through temporary or permanent water transport pipelines to customer sites for use in drilling and hydraulic fracturing activities and from customer sites to remove and dispose of flowback and produced water originating from oil and natural gas wells. Revenues are also generated through fees charged for disposal of oilfield waste in our landfill, disposal of fluids in our disposal wells and from the rental of tanks and other equipment. Certain customers are under contract with us to utilize our saltwater pipeline. Transportation and disposal rates are generally based on a fixed fee per barrel of disposal water or, in certain circumstances, transportation is based on an hourly rate. Revenue is recognized based on the number of barrels transported or disposed of at hourly rates for transportation services, depending on the customer contract. Rates for other services are based on negotiated rates with our customers and revenue is recognized when the services have been performed. |
Concentration of Customer Risk | We depend on our customers’ willingness to make operating and capital expenditures to explore, develop and produce oil and natural gas in the United States. These expenditures are generally dependent on current oil and natural gas prices and the industry’s view of future oil and natural gas prices, including the industry’s view of future economic growth and the resulting impact on demand for oil and natural gas. Any decline in oil and natural gas prices could result in reductions in our customers’ operating and capital expenditures. Declines in these expenditures could result in project modifications, delays or cancellations, general business disruptions, delays in, or nonpayment of, amounts owed to us, increased exposure to credit risk and bad debts, and a general reduction in demand for our services. These effects could have a material adverse effect on our financial condition, results of operations and cash flows. |
Direct Operating Expenses | Direct Operating Expenses Direct operating expenses consists primarily of wages and benefits for employees performing operational activities, fuel expense associated with transportation and logistics activities, and costs to repair and maintain transportation and rental equipment and disposal wells. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases including temporary differences related to assets acquired in business combinations. Deferred tax assets are also recognized for net operating loss, capital loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which realization of the related benefits is not more likely than not. We measure and record tax contingency accruals in accordance with GAAP which prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a return. Only positions meeting the “more likely than not” recognition threshold may be recognized or continue to be recognized. A tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Share-Based Compensation | Share-Based Compensation Share-based compensation for all share-based payment awards granted is based on the grant-date fair value. Generally, awards of stock options granted to employees vest in equal increments over a three -year service period from the date of grant and awards of restricted stock awards or units vest over a two or three year service period from the date of grant. The grant date fair value of the award is recognized to expense on a straight-line basis over the requisite service period. |
Advertising | Advertising Advertising costs are expensed as incurred. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements - Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The amendments in this update will be added to the Account Standards Codification (“ASC”) as ASC 606, Revenue from Contracts with Customers , and replaces the guidance in ASC 605, Revenue Recognition . The new guidance in ASC 606 requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods and services. On January 1, 2018, we adopted the guidance in ASC 606 and all the related amendments (the “new revenue standard”) and applied the new revenue standard to all contracts using the modified retrospective method. The impact of the new revenue standard was not material and there was no adjustment required to the opening balance of retained earnings. We expect the impact of the adoption of the new revenue standard to be immaterial to our net income on an ongoing basis. Under the new standard, our revenues are disaggregated by revenue source which includes the following categories: (i) water transfer services, (ii) disposal services, (iii) other service revenues, and (iv) rental revenues. A description of these revenue sources and how revenue will be recognized under the new revenue standard for these revenue sources is noted below. Water Transfer Services The majority of our revenues are from the transportation of fresh water by Company-owned trucks, or through temporary or permanent water transport pipelines to customer sites for use in drilling and hydraulic fracturing activities and from customer sites, or to remove and dispose of flowback and produced salt water originating from oil and natural gas wells. Water transfer rates for trucking are generally based upon a fixed fee per barrel of disposal water, but in certain circumstances may be based upon an hourly rate. Under the new revenue standard, revenue will be recognized once the water has been transferred, or over time, based upon the number of barrels transported or disposed of or at the agreed upon hourly rate, depending upon the customer contract. Contracts for the use of our saltwater pipeline are priced at a fixed fee per disposal barrel transferred. Under the new revenue standard, revenues for the pipeline will be recognized over time from when the water is injected into our pipeline until the transfer is complete. Water transfer services are all generally completed within 24 hours with no remaining performance obligation outstanding at the end of each month. Disposal Services Revenues for disposal services are generated through fees charged for disposal of oilfield wastes in our landfill and disposal of fluids in our disposal wells. Disposal rates are generally based on a fixed fee per barrel of disposal water, and revenues are recognized once the disposal has occurred. The performance obligation for disposal services is considered complete once the disposal occurs. Therefore, disposal services revenues will be recognized at a point in time under the new revenue standard. Other Revenues Other revenues primarily includes revenues from small-scale construction or maintenance projects and the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Under the new revenue standard, revenue for construction and maintenance projects, which generally span approximately two to three months, will be recognized over time under the milestone method which is considered an output method. We believe that this output method is appropriate for our construction business as when we negotiate such contracts we create milestone billings based upon when we anticipate incurring project costs and when we transfer goods and services to our customers. Additionally, since our construction contracts are short term in nature, we believe the contractual milestone dates occur close together over time such that there is no risk that we would not recognize revenue for goods or services transferred to the customer. All construction costs are expensed as incurred. Under the new revenue standard, revenue will be recognized for “junk” or “slop” oil at a point in time once the goods are transferred. Rental Revenues We generate rental revenues from the rental of tanks and other equipment. Rental rates are based upon negotiated rates with our customers and revenue is recognized over the rental service period. Revenues from rental equipment are not within the scope of the new revenue standard, but rather are recognized under ASC 840, Leases . When ASC 842, Leases , becomes effective on January 1, 2019, the Company will continue to recognize the revenues from rental equipment under this new standard as a lessor. Practical Expedients The new revenue standard requires the transaction price to exclude amounts collected on behalf of third parties. However, the new revenue standard also provides a practical expedient to allow entities to make an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority. Upon implementing the new revenue standard we adopted this practical expedient and will exclude sales and usage-based taxes from the transaction price, rather than making a jurisdiction-by-jurisdiction assessment. Other Recently Issued Accounting Pronouncements 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 2016-02 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. |
Significant Accounting Polici34
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Allowance for Doubtful Accounts | The following table summarizes activity in the allowance for doubtful accounts: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Years Ended December 31, 2017 2017 2016 2015 Balance at beginning of period $ 1,970 $ 1,664 $ 3,524 $ 7,557 Bad debt expense (recoveries) 91 788 (283 ) (1,110 ) Write-offs, net (140 ) (482 ) (1,577 ) (2,923 ) Balance at end of period $ 1,921 $ 1,970 $ 1,664 $ 3,524 |
Depreciation Computed Using Estimated Useful Lives | The range of useful lives for the components of property, plant and equipment are as follows: Buildings 15-39 years Building and land improvements 5-20 years Pipelines 10-30 years Disposal wells 3-10 years Machinery and equipment 3-15 years Equipment under capital leases 4-6 years Motor vehicles and trailers 3-11 years Rental equipment 5-15 years Office equipment 3-7 years |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 12 Months Ended |
Dec. 31, 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 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 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 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 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 (19,809 ) Net impact of fresh start adjustments on (accumulated deficit) retained earnings $ 1,431,461 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 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 ) 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 ) 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 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) (19,809 ) — 19,809 V — (Accumulated deficit) retained earnings (1,628,075 ) 196,614 O 1,431,461 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 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 ) 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 ) |
Schedule of Reorganization Items | The following table summarizes reorganization items, net for the five months ended December 31, 2017 , and the seven months ended July 31, 2017: Successor Predecessor Five Months Ended Seven Months Ended December 31, July 31, 2017 2017 Net gain on debt discharge $ — $ 194,824 Change in assets and liabilities resulting from fresh start adjustments — 42,794 Settlement of the AWS note payable — (5,603 ) Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan — (717 ) Professional and insurance fees (7,306 ) (9,090 ) DIP credit agreement financing costs 3,962 (5,702 ) Retention bonus payments (2,158 ) (806 ) Other costs (5 ) 7,794 Reorganization items, net $ (5,507 ) $ 223,494 |
Property, Plant and Equipment36
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following: Successor Predecessor December 31, December 31, 2017 2016 Land $ 10,779 $ 11,496 Buildings 29,349 28,194 Building, leasehold and land improvements 8,677 14,240 Pipelines 67,234 71,076 Disposal wells 41,321 36,399 Landfill 5,587 28,130 Machinery and equipment 16,479 37,058 Equipment under capital leases 9,079 16,419 Motor vehicles and trailers 44,172 126,822 Rental equipment 26,216 58,181 Office equipment 3,043 7,403 261,936 435,418 Less accumulated depreciation (35,789 ) (148,886 ) Construction in process 3,727 7,647 Property, plant and equipment, net $ 229,874 $ 294,179 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: Successor Predecessor December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life Customer relationships $ — $ — $ — 0 $ 11,731 $ (8,229 ) $ 3,502 5.7 Disposal permits 594 (47 ) 547 6.2 1,269 (612 ) 657 4.1 Customer contracts — — — 0 17,352 (7,201 ) 10,151 9.8 $ 594 $ (47 ) $ 547 6.2 $ 30,352 $ (16,042 ) $ 14,310 8.5 |
Future Amortization Expense | As of December 31, 2017 future amortization expense of intangible assets is estimated to be: 2018 $ 111 2019 111 2020 94 2021 62 2022 55 Thereafter 114 Total $ 547 |
Assets Held for Sale and Impa38
Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Impairment | Impairment charges recorded for the five months ended December 31, 2017, and the years ended December 31, 2016 and 2015 , related to continuing operations by reportable segment were as follows: Northeast Southern Rocky Mountain Total Five Months Ended December 31, 2017 - Successor Impairment of property, plant and equipment, net $ — $ 238 $ 4,666 $ 4,904 Total $ — $ 238 $ 4,666 $ 4,904 Year Ended December 31, 2016 - Predecessor Impairment of property, plant and equipment, net $ 8,025 $ 2,427 $ 31,712 $ 42,164 Total $ 8,025 $ 2,427 $ 31,712 $ 42,164 Year Ended December 31, 2015 - Predecessor Impairment of property, plant and equipment, net $ — $ 5,921 $ — $ 5,921 Impairment of goodwill $ — $ — $ 104,721 $ 104,721 Total $ — $ 5,921 $ 104,721 $ 110,642 |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Other Restructuring Charges | The restructuring charges are characterized as “Other, net” in the accompanying consolidated statements of operations for the year ended December 31, 2015. Such costs consisted of the following: Predecessor Year Ended December 31, 2015 Severance and termination benefits $ 724 Asset impairment charge 5,921 Contract termination costs and exit costs 453 Total restructuring and exit costs $ 7,098 |
Restructuring and Related Costs | A rollforward of the liability from December 31, 2016 through December 31, 2017 is as follows: Lease Exit Costs Restructuring and exit costs accrued at December 31, 2016 - Predecessor $ 130 Cash payments (48 ) Restructuring and exit costs accrued at December 31, 2017 - Successor $ 82 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following at December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, December 31, 2017 2016 Accrued payroll and employee benefits $ 3,304 $ 2,432 Accrued insurance 2,701 3,887 Accrued legal 1,749 3,570 Accrued taxes 2,362 1,458 Accrued interest 161 4,699 Accrued operating costs 2,663 1,255 Accrued other 999 1,486 Total accrued liabilities $ 13,939 $ 18,787 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, 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) 6.74% 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) 8.74% Aug. 2020 14,285 14,285 — Successor Second Lien Term Loan (j) 11.00% Feb. 2021 21,000 21,000 — Vehicle financings (f) 4.12% Various 3,764 3,764 7,699 Note payable (g) 4.25% Apr. 2019 — — 4,778 Total debt $ 39,049 39,049 487,597 Original issue discount and premium for 2018 Notes — (27 ) Original issue discount and premium for 2021 Notes — (282 ) Debt issuance costs presented with debt (i) — (8,998 ) Debt discount for issuance of warrants (i) — (6,499 ) Total debt, net 39,049 471,791 Less: current portion of long-term debt (k)(l) (5,525 ) (465,835 ) Long-term debt $ 33,524 $ 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 at December 31, 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 was 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 10.0% with 50% in kind and 50% in cash; interest payable after April 15, 2018 will be paid in cash at a rate of 10.0% until maturity. The 2021 Notes were canceled on the Effective Date. (e) The Predecessor Term Loan accrued interest at a rate of 13.0% 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 4.12% , which mature in varying installments between 2017 and 2020. (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 5 and Note 19 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) There were no unamortized debt issuance costs as of December 31, 2017. The debt discount for the issuance of the Predecessor 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 13 , these Predecessor warrants were accounted for as derivative liabilities. Upon emergence from chapter 11 on the Effective Date, all 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. (k) The principal payments due within one year for the Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings are included in current portion of long-term debt as of December 31, 2017 . (l) As the scheduled maturity date of the Predecessor Revolving Facility was March 31, 2017, the carrying value of the Predecessor Revolving Facility was presented in current portion of long-term debt in the consolidated balance sheet as of December 31, 2016. Further, due to the default of the Predecessor Revolving Facility as of March 31, 2017, and the resulting cross-default of the 2018 Notes, 2021 Notes and Predecessor Term Loan, these items were also included in current portion of long-term debt as of December 31, 2016. Finally, the principal payments due within one year for the vehicle financings and note payable were also included in current portion of long-term debt as of December 31, 2016. |
Schedule of Maturities of Long-term Debt | The required principal payments for all borrowings for each of the five years following the Successor balance sheet date are as follows: 2018 $ 5,525 2019 4,012 2020 11,671 2021 17,841 2022 — Thereafter — Total $ 39,049 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of the Valuation Techniques | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016 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 December 31, 2017 December 31, 2016 Derivative warrant liability $ 477 $ 4,298 Contingent consideration 500 8,500 |
Schedule of Stockholders' Equity Note, Warrants or Rights | Successor Predecessor December 31, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value (240 ) (3,311 ) Balance at end of period $ 477 $ 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 July 31, 2017 Year Ended December 31, 2016 Outstanding at the beginning of 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 five months ended December 31, 2017 : Successor Five Months Ended December 31, 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 five months ended December 31, 2017, the seven months ended July 31, 2017, and the year ended December 31, 2016 were as follows: Successor Predecessor Five Months Ended December 31, 2017 Seven Months Ended July 31, 2017 Year Ended December 31, 2016 Balance at beginning of period $ 1,000 $ 8,500 $ 8,628 Cash payments (500 ) — (128 ) Changes in fair value of contingent consideration, net — — — Write-off of 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 portion of contingent consideration $ — $ — $ 8,500 |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Successor Predecessor December 31, 2017 December 31, 2016 Balance at beginning of period $ — $ — Issuance of warrants 717 7,838 Exercise of warrants — (229 ) Adjustments to estimated fair value (240 ) (3,311 ) Balance at end of period $ 477 $ 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 July 31, 2017 Year Ended December 31, 2016 Outstanding at the beginning of 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 five months ended December 31, 2017 : Successor Five Months Ended December 31, 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 December 31, 2017 August 7, 2017 December 31, 2016 Exercise price $ 39.82 $ 39.82 $ 0.01 Closing stock price (a) $ 18.18 $ 22.28 $ 0.18 Risk free rate 2.29 % 2.07 % 2.40 % Expected volatility 40.59 % 39.39 % 79.5 % (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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Loss Per Common Share | The following table presents the calculation of basic and diluted net (loss) income 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 Five Months Ended December 31, 2017 Seven Months Ended July 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Numerator: (Loss) income from continuing operations $ (47,895 ) $ 168,611 (167,621 ) (195,167 ) Loss from discontinued operations — — (1,235 ) (287 ) Net (loss) income $ (47,895 ) $ 168,611 $ (168,856 ) $ (195,454 ) Denominator: Weighted average shares—basic 11,696 150,940 90,979 27,681 Common stock equivalents — 23,364 — — Weighted average shares—diluted 11,696 174,304 90,979 27,681 Earnings per common share: Basic (loss) income from continuing operations $ (4.09 ) $ 1.12 $ (1.84 ) $ (7.05 ) Basic loss from discontinued operations — — (0.01 ) (0.01 ) Net (loss) income per basic common share $ (4.09 ) $ 1.12 $ (1.85 ) $ (7.06 ) Diluted (loss) income from continuing operations $ (4.09 ) $ 0.97 $ (1.84 ) $ (7.05 ) Diluted loss from discontinued operations $ — — (0.01 ) (0.01 ) Net (loss) income per diluted common share $ (4.09 ) $ 0.97 $ (1.85 ) $ (7.06 ) Dilutive stock-based awards excluded: Warrants — — 11,655 — Total — — 11,655 — Antidilutive stock-based awards excluded 827 593 845 799 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Total Share-Based Compensation Expense | The total share-based compensation expense, net of forfeitures, included in “General and administrative expenses” recognized in the consolidated statements of operations was as follows: Predecessor Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2016 2015 Stock options $ 109 $ 213 $ 536 Restricted stock 153 412 428 Restricted stock units 195 500 1,357 Total share-based compensation expense $ 457 $ 1,125 $ 2,321 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 five months ended December 31, 2017 was as follows: Successor Five Months Ended December 31, 2017 Stock options $ 677 Total expense $ 677 |
Assumption Used to Estimate Fair Value of Stock Awards Granted | The assumptions used to estimate the fair value of stock options granted during the five months ended December 31, 2017 are as follows: Successor Five Months Ended December 31, 2017 Volatility 45.6 % Expected term (years) 10.0 Risk free interest rate 2.3 % Expected dividend yield — % Weighted average fair value $ 10.02 The assumptions used to estimate the fair value of stock options granted in the year ended December 31, 2015 are as follows: Predecessor Year Ended December 31, 2015 Volatility 55.3 % Expected term (years) 8.0 Risk free interest rate 1.8 % Expected dividend yield — % Weighted average fair value $ 1.55 |
Stock Option Activity | Awards of stock options generally vest in equal increments over a three -year service period from the date of grant. A summary of stock option activity during the five months ended December 31, 2017 is presented below: Successor Options Shares Outstanding Shares Exercisable Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value August 1, 2017 — $ — Granted 709 $ 39.17 Exercised — $ — Forfeited, canceled, or expired — $ — December 31, 2017 709 $ 39.17 9.6 $ — Exercisable at December 31, 2017 — $ — 0.0 $ — A summary of stock option activity during the seven months ended July, 31, 2017, and the years ended December 31, 2016 and 2015 is presented below: Predecessor Options Shares Outstanding Shares Exercisable Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value December 31, 2014 232 $ 40.30 Granted 736 $ 5.29 Exercised — $ — Forfeited, canceled, or expired (145 ) $ 28.06 December 31, 2015 823 $ 11.16 8.6 $ — Exercisable at December 31, 2015 92 $ 40.63 5.3 $ — Granted — $ — Exercised — $ — Forfeited, canceled, or expired (456 ) $ 7.58 December 31, 2016 367 $ 13.55 7.2 $ — Exercisable at December 31, 2016 185 $ 21.24 6.3 $ — Granted — $ — Exercised — $ — Forfeited, canceled, or expired (367 ) $ 13.55 July 31, 2017 — $ — 0.0 $ — Exercisable at July 31, 2017 — $ — 0.0 $ — |
Non-Vested Shares of Restricted Common Stock | A summary of non-vested restricted stock award activity during the seven months ended July 31, 2017, and the years ended December 31, 2016 and 2015 is presented below: Predecessor Non-Vested Restricted Stock Shares Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 66 $ 9.78 Granted 420 $ 1.25 Vested (39 ) $ 10.23 Forfeited — $ — Non-vested at December 31, 2015 447 $ 1.73 Granted — $ — Vested (236 ) $ 2.00 Forfeited (1 ) $ 41.50 Non-vested at December 31, 2016 210 $ 1.25 Granted — $ — Vested — $ — Forfeited or canceled (210 ) $ 1.25 Non-vested at July 31, 2017 — $ — |
Non-Vested Restricted Stock Units | A summary of non-vested restricted stock unit activity during the seven months ended July 31, 2017 and the years ended December 31, 2016 and 2015 is presented below: Predecessor Non-Vested Restricted Stock Units Shares Weighted-Average Grant-Date Fair Value Non-vested at December 31, 2014 248 $ 18.42 Granted 164 $ 3.54 Vested (123 ) $ 20.00 Forfeited (29 ) $ 10.94 Non-vested at December 31, 2015 260 $ 8.04 Granted 1 $ 0.30 Vested (71 ) $ 11.69 Forfeited (151 ) $ 4.81 Non-vested at December 31, 2016 39 $ 13.93 Granted — $ — Vested (32 ) $ 14.81 Forfeited or canceled (7 ) $ 9.96 Non-vested at July 31, 2017 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of (Expense) Benefit for Income Taxes | The following table shows the components of the income tax expense (benefit) for the periods indicated: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2017 2016 2015 Current income tax expense (benefit): Federal $ (251 ) $ — $ 477 $ (137 ) State 146 15 105 21 Total Current (105 ) 15 582 (116 ) Deferred income tax expense (benefit): Federal (186 ) (51 ) 217 115 State (56 ) (286 ) 8 (116 ) Total Deferred (242 ) (337 ) 225 (1 ) Total income tax (benefit) expense from continuing operations $ (347 ) $ (322 ) $ 807 $ (117 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax (expense) benefit and the amount computed by applying the statutory federal income tax rate of 35% to loss from continuing operations before income taxes is as follows: Successor Predecessor Five Months Ended December 31, Seven Months Ended July 31, Year Ended December 31, Year Ended December 31, 2017 2017 2016 2015 U.S. federal income tax benefit at statutory rate 35.0 % 35.0 % 35.0 % 35.0 % State and local income taxes, net of federal benefit 1.5 % 0.8 % 3.3 % 0.9 % Compensation (0.5 )% 0.1 % (0.2 )% (0.6 )% Impact of fresh start accounting adjustments — % 3.3 % — % — % Impairment of goodwill — % — % — % (18.8 )% Tax Act revaluation of deferred tax balances 69.9 % — % — % — % Change in valuation allowance (105.5 )% (40.3 )% (38.7 )% (16.4 )% Other 0.3 % 0.9 % 0.1 % (0.1 )% Benefit (expense) for income taxes 0.7 % (0.2 )% (0.5 )% — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities as of December 31, 2017 and 2016 are as follows: Successor Predecessor December 31, December 31, 2017 2016 Deferred tax assets: Reserves $ 494 $ 1,604 Deferred financing costs 233 530 Net operating losses 65,600 123,382 Federal credit carryover 226 477 Equity based compensation — 624 Long-term debt — 74,412 Intangible asset and goodwill 11,982 16,781 Capital loss carry forward 42,671 67,766 Other 3,663 6,360 Total 124,869 291,936 Less: Valuation allowance (88,766 ) (236,080 ) Total deferred tax assets 36,103 55,856 Deferred tax liabilities: Fixed assets (35,538 ) (55,649 ) Other (481 ) (702 ) Total deferred tax liabilities (36,019 ) (56,351 ) Net deferred tax asset (liability) $ 84 $ (495 ) |
Summary of Valuation Allowance | A reconciliation of our valuation allowance on deferred tax assets for the years ended December 31, 2017 and 2016 is as follows: Successor Predecessor Year Ended December 31, Year Ended December 31, 2017 2016 Balance at beginning of period $ 236,080 $ 171,720 Additions to valuation allowance — 64,360 Valuation allowance release, net (147,314 ) — Balance at end of period $ 88,766 $ 236,080 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Asset Held under Capital Leases | Included in property and equipment in the accompanying consolidated balance sheets are the following assets held under capital leases at December 31, 2017 : Successor Leased equipment $ 9,079 Less accumulated depreciation (3,241 ) Leased equipment, net $ 5,838 |
Future Minimum Lease Payment for Capital lease | At December 31, 2017 , future minimum lease payments, by year and in the aggregate, under all noncancelable leases were as follows at: Successor Operating Leases Capital Leases 2018 $ 3,696 $ 2,519 2019 600 884 2020 192 622 2021 131 — 2022 107 — Thereafter 572 — Total minimum lease payments $ 5,298 4,025 Less amount representing executory costs (61 ) Net minimum lease payments 3,964 Less amount representing interest ( 4.12% at December 31, 2017) (200 ) Present value of net minimum lease payments $ 3,764 |
Schedule of Change in Asset Retirement Obligation | The following table provides a reconciliation of the beginning and ending balances of our asset retirement obligations as of December 31, 2017 and December 31, 2016 : Successor Predecessor December 31, 2017 December 31, 2016 Balance at beginning of period $ 3,138 $ 3,035 Adjustment to increase the net book value to fair value (see Note 4) 3,050 — Changes in estimate 78 (47 ) Accretion expense 471 150 Cash payments (302 ) — Balance at end of period $ 6,435 $ 3,138 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Financial Information for Reportable Segments | Northeast Southern Rocky Mountain Corporate/ Other Total Five Months Ended December 31, 2017 - Successor Revenue $ 17,234 $ 16,467 $ 46,487 $ — $ 80,188 Direct operating expenses 14,836 12,005 40,236 — 67,077 General and administrative expenses 1,156 1,574 2,640 5,245 10,615 Depreciation and amortization 10,816 9,533 18,108 94 38,551 Operating loss (9,574 ) (6,883 ) (19,163 ) (5,339 ) (40,959 ) Reorganization items, net (98 ) (88 ) (939 ) (4,382 ) (5,507 ) Loss from continuing operations before income taxes (9,819 ) (7,106 ) (20,219 ) (11,098 ) (48,242 ) Total assets (a) 54,218 111,457 137,213 8,434 311,322 Seven Months Ended July 31, 2017 - Predecessor Revenue 20,751 18,586 56,546 — 95,883 Direct operating expenses 21,117 13,056 46,837 — 81,010 General and administrative expenses 1,917 1,684 3,877 15,074 22,552 Depreciation and amortization 5,352 7,542 15,964 123 28,981 Operating loss (7,635 ) (3,696 ) (10,132 ) (15,197 ) (36,660 ) Reorganization items, net 28,000 22,448 (4,658 ) 177,704 223,494 Loss from continuing operations before income taxes 20,194 18,650 (14,854 ) 144,299 168,289 Year Ended December 31, 2016 - Predecessor Revenue 36,446 33,166 82,564 — 152,176 Direct operating expenses 36,673 27,885 65,066 — 129,624 General and administrative expenses 2,632 2,951 5,951 25,479 37,013 Depreciation and amortization 13,446 15,559 31,498 260 60,763 Operating loss (24,330 ) (15,656 ) (51,663 ) (25,739 ) (117,388 ) Loss from continuing operations before income taxes (24,226 ) (15,741 ) (51,951 ) (74,896 ) (166,814 ) Total assets (a) 46,094 107,350 184,116 5,044 342,604 Year Ended December 31, 2015 - Predecessor Revenue 92,135 68,543 196,021 — 356,699 Direct operating expenses 74,364 58,303 147,214 — 279,881 General and administrative expenses 4,606 4,891 6,824 23,006 39,327 Depreciation and amortization 16,667 18,188 35,043 613 70,511 Operating loss (3,624 ) (19,422 ) (97,781 ) (24,012 ) (144,839 ) Loss from continuing operations before income taxes (4,228 ) (19,526 ) (97,632 ) (73,898 ) (195,284 ) (a) Total assets exclude intercompany receivables eliminated in consolidation. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Financial Information of Discontinued Operations and Carrying Value of Assets and Liabilities Classified as Held for Sale | The following table provides selected financial information of discontinued operations related to TFI: Predecessor Year Ended December 31, Year Ended December 31, 2016 2015 Revenue $ — $ 19,100 Income from discontinued operations before income taxes $ — $ 1,171 Income tax expense — (265 ) Income from discontinued operations $ — $ 906 Loss on sale of TFI, net of taxes (1,235 ) (1,193 ) Loss on discontinued operations, net of income taxes $ (1,235 ) $ (287 ) |
Selected Quarterly Financial 50
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | Summarized quarterly financial information for 2017 and 2016 is as follows: Predecessor Successor Three Months Ended Three Months Ended One Month Ended Two Months Ended Three Months Ended March 31, June 30, July 31, September 30, December 31, 2017 Revenue $ 39,223 $ 41,538 15,122 $ 33,758 $ 46,430 (Loss) income from continuing operations (35,962 ) (19,587 ) 224,160 (16,993 ) (30,902 ) Net (loss) income (35,962 ) (19,587 ) 224,160 (16,993 ) (30,902 ) Earnings per common share: Net (loss) income per basic common share $ (0.24 ) $ (0.13 ) 1.48 $ (1.45 ) $ (2.64 ) Net (loss) income per diluted common share (0.24 ) (0.13 ) 1.42 (1.45 ) (2.64 ) Predecessor Three Months Ended March 31, June 30, September 30, December 31, 2016 Revenue $ 46,975 $ 33,978 $ 35,441 $ 35,782 Loss from continuing operations (27,271 ) (40,638 ) (38,396 ) (61,316 ) Income (loss) from discontinued operations 55 (1,290 ) — — Net loss (27,216 ) (41,928 ) (38,396 ) (61,316 ) Earnings per common share: Basic and diluted loss from continuing operations (0.98 ) (0.60 ) (0.30 ) (0.45 ) Basic and diluted loss from discontinued operations — (0.02 ) — — Net loss per basic and diluted common share $ (0.98 ) $ (0.62 ) $ (0.30 ) $ (0.45 ) |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | 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 assets 363,291 94,388 (457,115 ) 564 Total assets $ 316,474 $ 431,655 $ (405,525 ) $ 342,604 LIABILITIES AND EQUITY Accounts payable $ 412 $ 3,635 $ — $ 4,047 Accrued liabilities 6,961 11,826 — 18,787 Current contingent consideration — — — — 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 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 | CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 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 Loss from operations (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 (loss) from continuing operations before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax (expense) benefit (a) (77,150 ) 77,472 — 322 Income (loss) from continuing operations 168,611 101,462 (101,462 ) 168,611 Loss from discontinued operations, net of income taxes — — — — Net income (loss) $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 (a) The Parent's tax benefit offsets the tax expense reflected in the Guarantor Subsidiaries. CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2016 Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 152,176 $ — $ 152,176 Costs and expenses: Direct operating expenses — 129,624 — 129,624 General and administrative expenses 25,479 11,534 — 37,013 Depreciation and amortization 260 60,503 — 60,763 Impairment of long-lived assets — 42,164 — 42,164 Total costs and expenses 25,739 243,825 — 269,564 Loss from operations (25,739 ) (91,649 ) — (117,388 ) Interest expense, net (53,541 ) (989 ) — (54,530 ) Other income, net 3,311 752 — 4,063 Loss on extinguishment of debt (674 ) — — (674 ) (Loss) income from equity investments (126,597 ) (32 ) 128,344 1,715 (Loss) income from continuing operations before income taxes (203,240 ) (91,918 ) 128,344 (166,814 ) Income tax benefit (expense) 35,619 (36,426 ) — (807 ) (Loss) income from continuing operations (167,621 ) (128,344 ) 128,344 (167,621 ) Loss from discontinued operations, net of income taxes (1,235 ) — — (1,235 ) Net (loss) income $ (168,856 ) $ (128,344 ) $ 128,344 $ (168,856 ) CONSOLIDATING STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 356,699 $ — $ 356,699 Costs and expenses: Direct operating expenses — 279,881 — 279,881 General and administrative expenses 23,006 16,321 — 39,327 Depreciation and amortization 613 69,898 — 70,511 Impairment of goodwill — 104,721 — 104,721 Other, net 393 6,705 — 7,098 Total costs and expenses 24,012 477,526 — 501,538 Loss from operations (24,012 ) (120,827 ) — (144,839 ) Interest expense, net (47,741 ) (1,453 ) — (49,194 ) Other income, net — 958 — 958 Loss on extinguishment of debt (2,145 ) — — (2,145 ) (Loss) income from equity investments (130,855 ) (64 ) 130,855 (64 ) (Loss) income from continuing operations before income taxes (204,753 ) (121,386 ) 130,855 (195,284 ) Income tax benefit (expense) 9,586 (9,469 ) — 117 (Loss) income from continuing operations (195,167 ) (130,855 ) 130,855 (195,167 ) Loss from discontinued operations, net of income taxes (287 ) — — (287 ) Net (loss) income $ (195,454 ) $ (130,855 ) $ 130,855 $ (195,454 ) |
Condensed Consolidating Statement of Cash Flows | CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 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 year 913 81 994 Cash and cash equivalents - end of year $ 10,971 $ (3,778 ) $ 7,193 CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2016 Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities (28,392 ) 2,141 (26,251 ) Cash flows from investing activities: Proceeds from the sale of property and equipment 27 10,669 10,696 Purchase of property, plant and equipment — (3,826 ) (3,826 ) Proceeds from the sale of UGSI 5,032 — 5,032 Change in restricted cash 3,775 (945 ) 2,830 Net cash provided by investing activities 8,834 5,898 14,732 Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 154,514 — 154,514 Payments on Predecessor revolving credit facility (233,667 ) — (233,667 ) Proceeds from Predecessor term loan 55,000 — 55,000 Payments for debt issuance costs (1,029 ) — (1,029 ) Issuance of Predecessor stock 5,000 — 5,000 Payments on vehicle financing and other financing activities (7 ) (6,607 ) (6,614 ) Net cash used in financing activities (20,189 ) (6,607 ) (26,796 ) Net (decrease) increase in cash (39,747 ) 1,432 (38,315 ) Cash and cash equivalents - beginning of year 40,660 (1,351 ) 39,309 Cash and cash equivalents - end of year $ 913 $ 81 $ 994 CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash provided by operating activities from continuing operations $ 33,977 $ 15,850 $ 49,827 Net cash used in operating activities from discontinued operations — (708 ) (708 ) Net cash provided by operating activities 33,977 15,142 49,119 Cash flows from investing activities: Proceeds from the sale of TFI 78,897 — 78,897 Proceeds from the sale of property and equipment 255 12,477 12,732 Purchase of property, plant and equipment — (19,201 ) (19,201 ) Change in restricted cash (4,250 ) — (4,250 ) Net cash provided by (used in) investing activities from continuing operations 74,902 (6,724 ) 68,178 Net cash used in investing activities from discontinued operations — (181 ) (181 ) Net cash provided by (used in) investing activities 74,902 (6,905 ) 67,997 Cash flows from financing activities: Payments on Predecessor revolving credit facility (81,647 ) — (81,647 ) Payments for debt issuance costs (225 ) — (225 ) Payments on vehicle financing and other financing activities (148 ) (11,098 ) (11,246 ) Net cash used in financing activities from continuing operations (82,020 ) (11,098 ) (93,118 ) Net cash used in financing activities from discontinued operations — (105 ) (105 ) Net cash used in financing activities (82,020 ) (11,203 ) (93,223 ) Net increase (decrease) in cash 26,859 (2,966 ) 23,893 Cash and cash equivalents - beginning of year 13,801 1,615 15,416 Cash and cash equivalents - end of year 40,660 (1,351 ) 39,309 Less: cash and cash equivalents of discontinued operations - end of year — — — Cash and cash equivalents of continuing operations - end of year $ 40,660 $ (1,351 ) $ 39,309 |
Organization and Nature of Bu52
Organization and Nature of Business Operations (Detail) | Dec. 31, 2017operating_division |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating divisions | 3 |
Significant Accounting Polici53
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 26, 2017 | Oct. 15, 2016 | |
Business Acquisition [Line Items] | |||||||
Restricted cash balance | $ 1,296,000 | $ 1,296,000 | |||||
Unbilled accounts receivable | 11,400,000 | 11,400,000 | |||||
Depreciation | 38,500,000 | $ 27,800,000 | 66,300,000 | $ 58,200,000 | $ 67,600,000 | ||
Unamortized deferred financing costs | 0 | 0 | |||||
Gains (losses) on extinguishment of debt | 0 | ||||||
Goodwill | 27,139,000 | 27,139,000 | |||||
Impairment of long-lived assets | 4,904,000 | ||||||
Impairment of long-lived assets, restructuring | 4,904,000 | ||||||
Income tax (expense) benefit | $ 4,500,000 | $ 4,500,000 | |||||
Unrecognized compensation expense, expected recognition period | 2 years 7 months 6 days | ||||||
Advertising expense | $ 400,000 | $ 100,000 | $ 500,000 | ||||
Employee stock options | |||||||
Business Acquisition [Line Items] | |||||||
Vesting period of stock options granted | 3 years | ||||||
Customer Concentration Risk | Sales Revenue, Net | Three Customers | |||||||
Business Acquisition [Line Items] | |||||||
Concentration risk percentage | 27.00% | 29.00% | 35.00% | ||||
Customer Concentration Risk | Accounts Receivable | Three Customers | |||||||
Business Acquisition [Line Items] | |||||||
Concentration risk percentage | 27.00% | 19.00% | 31.00% | ||||
Predecessor | |||||||
Business Acquisition [Line Items] | |||||||
Restricted cash balance | $ 1,420,000 | ||||||
Unamortized deferred financing costs | 8,998,000 | ||||||
Gains (losses) on extinguishment of debt | 0 | (674,000) | $ (2,145,000) | ||||
Goodwill | 0 | ||||||
Impairment of long-lived assets | 0 | 42,164,000 | 0 | ||||
Impairment of long-lived assets, restructuring | $ 42,164,000 | $ 5,921,000 | |||||
2018 Notes | |||||||
Business Acquisition [Line Items] | |||||||
Interest Rate | 9.875% | 9.875% | 9.875% | ||||
2021 Notes | |||||||
Business Acquisition [Line Items] | |||||||
Interest Rate | 10.00% | 10.00% | 12.50% | ||||
Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Restricted cash balance | $ 200,000 | $ 200,000 | |||||
Estimated useful life | 3 years | ||||||
Revenue recognition period for construction and maintenance projects | 2 years | ||||||
Minimum | Restricted stock | |||||||
Business Acquisition [Line Items] | |||||||
Vesting period of stock options granted | 2 years | ||||||
Minimum | 2021 Notes | |||||||
Business Acquisition [Line Items] | |||||||
Interest Rate | 10.00% | 10.00% | |||||
Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Restricted cash balance | $ 2,000,000 | $ 2,000,000 | |||||
Estimated useful life | 39 years | ||||||
Revenue recognition period for construction and maintenance projects | 3 months | ||||||
Maximum | Restricted stock | |||||||
Business Acquisition [Line Items] | |||||||
Vesting period of stock options granted | 3 years | ||||||
Maximum | 2021 Notes | |||||||
Business Acquisition [Line Items] | |||||||
Interest Rate | 12.50% | 12.50% | |||||
First Lien Credit Agreement | Line of Credit | ACF FinCo I, LP | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 45,000,000 | ||||||
Revolving credit facility | Line of Credit | ACF FinCo I, LP | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | 30,000,000 | $ 30,000,000 | ||||
Secured Debt | Line of Credit | ACF FinCo I, LP | |||||||
Business Acquisition [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||
Fifth ABL Facility Amendment | |||||||
Business Acquisition [Line Items] | |||||||
Restricted cash | $ 1,400,000 | $ 1,400,000 |
Significant Accounting Polici54
Significant Accounting Policies - Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at beginning of period | $ 1,970 | |||
Bad debt expense (recoveries) | 91 | |||
Write-offs, net | (140) | |||
Balance at end of period | 1,921 | $ 1,970 | ||
Predecessor | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at beginning of period | $ 1,970 | 1,664 | $ 3,524 | $ 7,557 |
Bad debt expense (recoveries) | 788 | (283) | (1,110) | |
Write-offs, net | (482) | (1,577) | (2,923) | |
Balance at end of period | $ 1,970 | $ 1,664 | $ 3,524 |
Significant Accounting Polici55
Significant Accounting Policies - Depreciation Computed Using Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Building and land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Building and land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Pipelines | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Pipelines | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 30 years |
Disposal wells | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Disposal wells | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Equipment under capital leases | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Equipment under capital leases | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 6 years |
Motor vehicles and trailers | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Motor vehicles and trailers | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 11 years |
Rental equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Rental equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Emergence from Chapter 11 Reo56
Emergence from Chapter 11 Reorganization - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 31, 2017USD ($)warrantsboard_of_directors_members$ / sharesshares | Dec. 31, 2017warrants$ / shares | Aug. 07, 2017$ / shares | Jul. 26, 2017 |
Restructuring Cost and Reserve [Line Items] | ||||
New members appointed to board of directors | board_of_directors_members | 3 | |||
Successor shares distributed (in shares) | 11,695,580 | |||
Plan of reorganization, number of warrants issued | warrants | 118,137 | 0 | ||
Exercise price of warrants (in usd per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | |||
2021 Noteholders | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | 7,900,000 | |||
Affected Classes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | 100,000 | |||
Supporting Noteholder Term Loan Claims | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Successor shares distributed (in shares) | 3,695,580 | |||
DIP Second Term Loan | Line of Credit | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest Rate | 11.00% | 11.00% | ||
DIP Second Term Loan | Line of Credit | Wilmington Savings Fund Society, FSB | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ | $ 26.8 | |||
2018 Notes | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Interest Rate | 9.875% | 9.875% |
Fresh Start Accounting - Narrat
Fresh Start Accounting - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($)warrants$ / shares | Dec. 31, 2017warrants$ / shares | Aug. 07, 2017USD ($)$ / 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 | $ 302,500 | |
Plan of reorganization, number of warrants issued | warrants | 118,137 | 0 | |
Exercise price of warrants (in usd per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 |
Expiration term (in years) | 7 years | ||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.001 | |
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 | Dec. 31, 2017 | Aug. 07, 2017 | Jul. 31, 2017 |
Reorganizations [Abstract] | |||
Common stock, par value (usd per share) | $ 0.001 | $ 0.01 | |
Enterprise value | $ 302,500 | $ 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 (in shares) | 11,696 | 11,696 | |
Implied per share value (USD per share) | $ 18.18 | $ 22.28 | $ 24.81 |
Fresh Start Accounting - Reco59
Fresh Start Accounting - Reconciliation of Enterprise Value to Estimated Reorganization Value (Details) - USD ($) $ in Thousands | Aug. 07, 2017 | Jul. 31, 2017 |
Reorganizations [Abstract] | ||
Enterprise value | $ 302,500 | $ 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 ($) |
Postconfirmation, Assets [Abstract] | |
Postconfirmation, Cash and cash equivalents | $ 7,193 |
Postconfirmation, Restricted cash | 7,805 |
Postconfirmation, Accounts receivable, 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 warrant 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 (Successor) | 117 |
Postconfirmation, Additional paid-in capital (Successor) | 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 receivable, 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) |
Recognition of assets held for sale on the AWS settlement | 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), (Accumulated deficit) retained earnings | 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 receivable, 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 |
Recognition of assets held for sale on the AWS settlement | 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) | 19,809 |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | 1,431,461 |
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 receivable, 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 (Predecessor) | 152 |
Preconfirmation, Additional paid-in capital (Predecessor) | 1,408,324 |
Preconfirmation, Treasury stock (Predecessor) | (19,809) |
Preconfirmation, (Accumulated deficit) retained earnings | (1,628,075) |
Preconfirmation, Total shareholders' equity (deficit) | (239,408) |
Preconfirmation, Total liabilities and shareholder's 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 - Sche62
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 - Sche63
Fresh Start Accounting - Schedule of Adjustments to Note Payable (Details) - USD ($) | Jul. 31, 2017 | Jul. 17, 2017 | Dec. 31, 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 | ||||
Fresh-Start Adjustment [Line Items] | ||||
Reimbursement of certain costs and deferred maintenance | $ 75,000 | |||
Appalachian Water Services | ||||
Fresh-Start Adjustment [Line Items] | ||||
Considerations, note payable | $ 7,400,000 |
Fresh Start Accounting - Sche64
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 | Dec. 31, 2017 |
Reorganizations [Abstract] | |||
Long-term 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 - Summ67
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 | |
Fresh-Start Adjustment [Line Items] | |
Liabilities subject to compromise, debt | $ (3,913) |
Fresh Start Accounting - Adjust
Fresh Start Accounting - Adjustments to Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2017 | Dec. 31, 2017 |
Fresh-Start Adjustment [Line Items] | ||
Successor shares distributed (in shares) | 11,695,580 | |
Par value of successor common stock (usd per share) | $ 0.01 | $ 0.001 |
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 - Summ70
Fresh Start Accounting - Summary of Property, Plan 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 - Sche71
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 |
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 |
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 |
Fresh Start Accounting - Cumu72
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 | 152 |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in capital | 1,408,324 |
Fresh-Start Adjustment, Increase (Decrease), Treasury stock (Predecessor) | (19,809) |
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 | (152) |
Fresh-Start Adjustment, Increase (Decrease), Additional paid-in capital | (1,408,324) |
Fresh-Start Adjustment, Increase (Decrease), Treasury stock (Predecessor) | 19,809 |
Fresh-Start Adjustment, Increase (Decrease), (Accumulated deficit) retained earnings | $ 1,431,461 |
Fresh Start Accounting - Sche73
Fresh Start Accounting - Schedule of Reorganization Items (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
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 | (7,306) | ||||
DIP credit agreement financing costs | 3,962 | ||||
Retention bonus payments | (2,158) | ||||
Other costs | (5) | ||||
Reorganization items, net | $ (5,507) | ||||
Predecessor | |||||
Fresh-Start Adjustment [Line Items] | |||||
Net gain on debt discharge | $ 194,824 | ||||
Change in assets and liabilities resulting from fresh start adjustments | 42,794 | ||||
Settlement of the AWS note payable | (5,603) | ||||
Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan | (717) | ||||
Professional and insurance fees | (9,090) | ||||
DIP credit agreement financing costs | (5,702) | ||||
Retention bonus payments | (806) | ||||
Other costs | 7,794 | ||||
Reorganization items, net | $ 223,494 | $ 0 | $ 0 |
Property, Plant and Equipment74
Property, Plant and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 261,936 | |
Less accumulated depreciation | (35,789) | |
Construction in process | 3,727 | |
Property, plant and equipment, net | 229,874 | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 10,779 | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 29,349 | |
Building, leasehold and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 8,677 | |
Pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 67,234 | |
Disposal wells | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 41,321 | |
Landfill | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 5,587 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 16,479 | |
Equipment under capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 9,079 | |
Motor vehicles and trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 44,172 | |
Rental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 26,216 | |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 3,043 | |
Predecessor | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 435,418 | |
Less accumulated depreciation | (148,886) | |
Construction in process | 7,647 | |
Property, plant and equipment, net | 294,179 | |
Predecessor | Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 11,496 | |
Predecessor | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 28,194 | |
Predecessor | Building, leasehold and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 14,240 | |
Predecessor | Pipelines | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 71,076 | |
Predecessor | Disposal wells | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 36,399 | |
Predecessor | Landfill | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 28,130 | |
Predecessor | Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 37,058 | |
Predecessor | Equipment under capital leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 16,419 | |
Predecessor | Motor vehicles and trailers | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 126,822 | |
Predecessor | Rental equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 58,181 | |
Predecessor | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 7,403 |
Property, Plant and Equipment75
Property, Plant and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation | $ 38.5 | $ 27.8 | $ 66.3 | $ 58.2 | $ 67.6 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets Schedule (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 594 | $ 594 | |
Accumulated Amortization | (47) | ||
Net | $ 547 | ||
Remaining Useful Life | 6 years 2 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 | 594 | ||
Accumulated Amortization | (47) | ||
Net | $ 547 | ||
Remaining Useful Life | 6 years 2 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 | 8 years 5 months 24 days | ||
Predecessor | Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 11,731 | ||
Accumulated Amortization | (8,229) | ||
Net | $ 3,502 | ||
Remaining Useful Life | 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 | 4 years 1 month 12 days | ||
Predecessor | Customer contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 17,352 | ||
Accumulated Amortization | (7,201) | ||
Net | $ 10,151 | ||
Remaining Useful Life | 9 years 9 months |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 594 | $ 594 | |||
Depreciation and amortization of intangible assets | $ 0 | $ 1,200 | $ 2,600 | $ 2,900 | |
Previously Reported | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 608 |
Intangible Assets - Estimated
Intangible Assets - Estimated Amortization Expense (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 111 |
2,019 | 111 |
2,020 | 94 |
2,021 | 62 |
2,022 | 55 |
Thereafter | 114 |
Net | $ 547 |
Assets Held for Sale and Impa79
Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill - Schedule of Impairment by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | $ 4,904 | |||||
Impairment of goodwill | 0 | |||||
Total assets impairment | 4,904 | |||||
Northeast | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 0 | |||||
Total assets impairment | 0 | |||||
Southern | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 238 | |||||
Total assets impairment | $ 5,900 | 238 | ||||
Rocky Mountain | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 4,666 | |||||
Impairment of goodwill | $ 104,700 | |||||
Total assets impairment | $ 4,666 | |||||
Predecessor | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | $ 42,164 | $ 5,921 | ||||
Impairment of goodwill | $ 0 | 0 | 104,721 | |||
Total assets impairment | 42,164 | 110,642 | ||||
Predecessor | Northeast | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 8,025 | 0 | ||||
Impairment of goodwill | 0 | |||||
Total assets impairment | 8,025 | 0 | ||||
Predecessor | Southern | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 2,427 | 5,921 | ||||
Impairment of goodwill | 0 | |||||
Total assets impairment | 2,427 | 5,921 | ||||
Predecessor | Rocky Mountain | ||||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||||
Impairment of property, plant and equipment, net | 31,712 | 0 | ||||
Impairment of goodwill | 104,721 | |||||
Total assets impairment | $ 31,712 | $ 104,721 |
Assets Held for Sale and Impa80
Assets Held for Sale and Impairment of Long-Lived Assets and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||||||
Impairment of assets to be disposed of | $ 4,700 | ||||||
Impairment of long-lived assets | $ 4,904 | ||||||
Impairment of goodwill | $ 0 | ||||||
Tuscaloosa Marine Shale | |||||||
Goodwill [Line Items] | |||||||
Impairment of long-lived assets | $ 5,900 | ||||||
Northeast and Southern [Member] | |||||||
Goodwill [Line Items] | |||||||
Impairment of assets to be disposed of | 4,900 | $ 4,800 | |||||
Rocky Mountain | |||||||
Goodwill [Line Items] | |||||||
Impairment of goodwill | $ 104,700 | ||||||
Rocky Mountain | Bakken Asset Group | |||||||
Goodwill [Line Items] | |||||||
Impairment of long-lived assets | $ 31,700 | ||||||
Southern | |||||||
Goodwill [Line Items] | |||||||
Impairment of assets to be disposed of | $ 200 | 2,400 | |||||
Northeast | |||||||
Goodwill [Line Items] | |||||||
Impairment of assets to be disposed of | $ 2,400 | ||||||
Northeast | Marcellus Asset Group | |||||||
Goodwill [Line Items] | |||||||
Impairment of long-lived assets | $ 5,700 |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Restructuring and Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charge | $ 4,904 | ||
Accrued Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 100 | ||
Southern | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 6,600 | ||
Asset impairment charge | $ 5,900 | 238 | |
Northeast | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 100 | ||
Asset impairment charge | $ 0 | ||
Corporate Segment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 400 |
Restructuring and Exit Costs 82
Restructuring and Exit Costs - Schedule of Restructuring Costs (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charge | $ 4,904 | ||
Predecessor | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charge | $ 42,164 | $ 110,642 | |
Predecessor | March 2015 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and termination benefits | 724 | ||
Asset impairment charge | 5,921 | ||
Contract termination costs and exit costs | 453 | ||
Total restructuring and exit costs | $ 7,098 |
Restructuring and Exit Costs 83
Restructuring and Exit Costs - Restructuring Costs Rollforward (Details) - Lease Exit Costs $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Restructuring and Exit Costs Accrued [Roll Forward] | |
Restructuring and exit costs accrued at December 31, 2016 - Predecessor | $ 130 |
Cash payments | (48) |
Restructuring and exit costs accrued at December 31, 2017 - Successor | $ 82 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Line Items] | ||
Accrued payroll and employee benefits | $ 3,304 | |
Accrued insurance | 2,701 | |
Accrued legal | 1,749 | |
Accrued taxes | 2,362 | |
Accrued interest | 161 | |
Accrued operating costs | 2,663 | |
Accrued other | 999 | |
Total accrued liabilities | $ 13,939 | |
Predecessor | ||
Accrued Liabilities [Line Items] | ||
Accrued payroll and employee benefits | $ 2,432 | |
Accrued insurance | 3,887 | |
Accrued legal | 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 (Detai
Debt - Schedule of Debt (Detail) - USD ($) | Jul. 31, 2017 | Dec. 31, 2017 | Jul. 26, 2017 | Dec. 31, 2016 | Oct. 15, 2016 |
Debt Instrument [Line Items] | |||||
Fair Value of Debt | $ 39,049,000 | ||||
Carrying Value of Debt | 39,049,000 | ||||
Unamortized deferred financing costs | 0 | ||||
Debt discount for issuance of warrants | 0 | ||||
Total debt, net | 39,049,000 | ||||
Less: current portion of long-term debt | (5,525,000) | ||||
Long-term debt | 33,524,000 | ||||
Unamortized debt issuance expense | 0 | ||||
Revolving credit facility | Line of Credit | ACF FinCo I, LP | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | |||
DIP Second Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 11.00% | 11.00% | |||
Carrying Value of Debt | $ 21,000,000 | ||||
Interest rate payable in cash | 5.50% | 5.50% | |||
Interest rate payable in kind | 5.50% | 5.50% | |||
First Lien Credit Agreement | Line of Credit | ACF FinCo I, LP | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | ||||
First Lien Credit Agreement | Line of Credit | ACF FinCo I, LP | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 5.25% | ||||
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 | 6.74% | ||||
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 | $ 0 | ||||
Effective interest rate | 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 | $ 0 | ||||
Effective interest rate | 12.40% | ||||
Debt instrument, interest rate, stated percentage, period two | 10.00% | ||||
Debt instrument, interest paid in-kind, paid in year two | 50.00% | ||||
Debt instrument, 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 | ||||
Debtor-in-Possession Term Loan | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 8.74% | ||||
Fair Value of Debt | $ 14,285,000 | ||||
Carrying Value of Debt | $ 14,285,000 | ||||
Debtor-in-Possession Term Loan | First Lien Credit Agreement | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 7.25% | 7.25% | |||
DIP Second Term Loan | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 11.00% | ||||
Fair Value of Debt | $ 21,000,000 | ||||
Vehicle Financings | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.12% | ||||
Fair Value of Debt | $ 3,764,000 | ||||
Vehicle Financings | Appalachian Water Services | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | $ 3,764,000 | $ 7,699,000 | |||
Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.25% | ||||
Fair Value of Debt | $ 0 | ||||
Carrying Value of Debt | 0 | ||||
Asset Based Revolving Credit Facility, Amendment Fourteen | Asset Based Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | ||||
Predecessor | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 487,597,000 | ||||
Unamortized deferred financing costs | 8,998,000 | ||||
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 | Asset Based Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 22,679,000 | ||||
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 | (27,000) | ||||
Predecessor | 2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 351,294,000 | ||||
Original issue discount | (282,000) | ||||
Predecessor | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 60,711,000 | ||||
Predecessor | Debtor-in-Possession 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 | Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | $ 4,778,000 |
Debt - Principal Repayments (D
Debt - Principal Repayments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 5,525 |
2,019 | 4,012 |
2,020 | 11,671 |
2,021 | 17,841 |
2,022 | 0 |
Thereafter | 0 |
Total | $ 39,049 |
Debt - Additional Information
Debt - Additional Information (Detail) - USD ($) | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | $ 39,049,000 | $ 39,049,000 | ||
Proceeds from credit facility | 0 | |||
Debtor-in-Possession Term Loan | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | $ 14,285,000 | $ 14,285,000 | ||
Variable interest rate | 8.74% | |||
Vehicle Financings | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.12% | 4.12% | ||
First Lien Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 20,000,000 | |||
First Lien Credit Agreement | London Interbank Offered Rate (LIBOR) | Debtor-in-Possession Term Loan | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 7.25% | 7.25% | ||
Line of Credit | First Lien Credit Agreement | ACF FinCo I, LP | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | |||
Installment payment amount | $ 178,600 | |||
Increase in interest rate in event of default (percent) | 3.00% | |||
Line of Credit | First Lien Credit Agreement | ACF FinCo I, LP | London Interbank Offered Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 5.25% | |||
Line of Credit | DIP Second Term Loan | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | $ 21,000,000 | $ 21,000,000 | ||
Installment payment amount | $ 263,200 | |||
Increase in interest rate in event of default (percent) | 3.00% | |||
Proceeds from credit facility | $ 21,100,000 | |||
Delayed draw term loan | $ 5,700,000 | |||
Interest Rate | 11.00% | 11.00% | 11.00% | |
Interest rate payable in cash | 5.50% | 5.50% | 5.50% | |
Interest rate payable in kind | 5.50% | 5.50% | 5.50% | |
Appalachian Water Services | Vehicle Financings | ||||
Debt Instrument [Line Items] | ||||
Carrying Value of Debt | $ 3,764,000 | $ 3,764,000 | $ 7,699,000 |
Fair Value Measurements - Meas
Fair Value Measurements - Measured on a Recurring Basis and Hierarchy (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liability | $ 477 | $ 0 | |
Contingent consideration | $ 500 | ||
Predecessor | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative warrant liability | 4,298 | $ 0 | |
Contingent consideration | $ 8,500 |
Fair Value Measurements - Reco
Fair Value Measurements - Reconciliation of Derivative Warrant Liability (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ (239) | (240) | |||
Balance at end of period | $ 477 | 477 | $ 0 | ||
Predecessor | |||||
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 | ||
Issuance of warrants | 7,838 | ||||
Exercise of warrants | (229) | ||||
Adjustments to estimated fair value | $ (4,025) | (3,311) | $ 0 | ||
Balance at end of period | $ 4,298 | $ 0 |
Fair Value Measurements - Chan
Fair Value Measurements - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Less: current portion | $ (500) | ||
Long-term contingent consideration | 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 | ||
Changes in fair value of contingent consideration, net | 0 | ||
Balance at end of period | 500 | 1,000 | |
Less: current portion | (500) | ||
Long-term contingent consideration | 0 | ||
Contingent consideration | Cash | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability settlement | (500) | ||
Write-off of a portion of the Ideal contingent consideration due to settlement | Contingent consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability settlement | 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 |
Changes in fair value of contingent consideration, net | 0 | 0 | |
Balance at end of period | 1,000 | 8,500 | |
Less: current portion | (1,000) | 0 | |
Long-term contingent consideration | 0 | 8,500 | |
Predecessor | Contingent consideration | Cash | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability settlement | 0 | (128) | |
Predecessor | Write-off of a portion of the Ideal contingent consideration due to settlement | Contingent consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Contingent consideration liability settlement | $ 7,500 | $ 0 |
Fair Value Measurements - Addi
Fair Value Measurements - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($)warrants$ / shares | Jul. 11, 2017USD ($) | Dec. 31, 2017USD ($)warrants$ / shares | Aug. 07, 2017$ / shares | Jun. 28, 2017USD ($) | Dec. 31, 2016USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Plan of reorganization, number of warrants issued | warrants | 118,137 | 0 | ||||
Exercise price of warrants (in usd per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |||
Expiration term (in years) | 7 years | |||||
Par value of successor common stock (usd per share) | $ / shares | $ 0.01 | $ 0.001 | ||||
Long-term contingent consideration | $ 1,000 | $ 0 | ||||
Amount to be transferred when required permits are delivered | $ 500 | |||||
Chapter 11 Bankruptcy | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Long-term contingent consideration | $ 8,500 | $ 8,500 | ||||
Amount to be transferred upon emergence from Chapter 11 | $ 500 | |||||
Amount to be transferred when required permits are delivered | $ 500 |
Derivative Warrants (Details)
Derivative Warrants (Details) - $ / shares shares in Millions | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2017 | Aug. 07, 2017 | Jul. 31, 2017 | |
Derivative [Line Items] | ||||
Exercise price of warrants (in usd per warrant) | $ 39.82 | $ 39.82 | $ 39.82 | |
Warrant | ||||
Derivative [Line Items] | ||||
Warrants issued during period (shares) | 26.4 | |||
Exercise price of warrants (in usd per warrant) | $ 0.01 | |||
Class of warrant or right, term | 10 years | |||
Term Loan | Warrant | ||||
Derivative [Line Items] | ||||
Warrants issued during period (shares) | 8.8 | |||
2021 Notes | Warrant | ||||
Derivative [Line Items] | ||||
Warrants issued during period (shares) | 17.5 | |||
Common Class A | Warrant | ||||
Derivative [Line Items] | ||||
Warrants issued during period (shares) | 0.1 |
Derivative Warrants - Warrants
Derivative Warrants - Warrants Outstanding Reconciliation (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Jul. 31, 2017warrants$ / sharesshares | Dec. 31, 2017USD ($)warrants$ / sharesshares | Jul. 31, 2017USD ($)warrants$ / sharesshares | Dec. 31, 2017USD ($)warrants$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Aug. 07, 2017$ / shares |
Class of Warrant or Right [Line Items] | ||||||
Plan of reorganization, number of warrants issued | warrants | 118,137 | 0 | 118,137 | 0 | ||
Exercise price of warrants (in usd per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | |||||
Par value of successor common stock (usd per share) | $ / shares | $ 0.01 | $ 0.001 | $ 0.01 | $ 0.001 | ||
Number of Warrants | ||||||
Issued | $ 717 | |||||
Exercised | $ 0 | |||||
Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in usd per warrant) | $ / shares | $ 0.01 | |||||
Number of Warrants | ||||||
Outstanding at the beginning of period | shares | 0 | |||||
Issued | $ 118 | |||||
Exercised | $ 0 | |||||
Outstanding at the end of the period | shares | 0 | 118 | 0 | 118 | ||
Predecessor | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants (in usd per warrant) | $ / shares | 0.01 | |||||
Par value of successor common stock (usd per share) | $ / shares | $ 0.001 | |||||
Number of Warrants | ||||||
Issued | $ 7,838 | |||||
Exercised | $ (229) | |||||
Predecessor | Warrant | ||||||
Number of Warrants | ||||||
Outstanding at the beginning of period | shares | 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 | shares | 0 | 0 | 25,283 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 07, 2017 | Dec. 31, 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 | $ 18.18 | $ 24.81 | |
Risk free rate | 2.07% | 2.29% | ||
Expected volatility | 39.39% | 40.59% | ||
Enterprise value | $ 302,500 | $ 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% |
Equity (Details)
Equity (Details) | Jul. 31, 2017warrants$ / sharesshares | Nov. 28, 2016USD ($)shares | Nov. 15, 2016shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2017warrants$ / sharesshares | Aug. 07, 2017$ / shares | Jul. 26, 2017 | Oct. 15, 2016 |
Class of Stock [Line Items] | ||||||||
Capital stock, shares authorized (in shares) | 76,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.001 | ||||||
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.001 | ||||||
Issuance of common stock for rights offering (in shares) | 11,695,580 | |||||||
Plan of reorganization, number of warrants issued | warrants | 118,137 | 0 | ||||||
Exercise price of warrants (in usd per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |||||
Expiration term (in years) | 7 years | |||||||
Conversion of stock (in shares) | 101,071,875 | |||||||
Back stop amount | $ | $ 5,000,000 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||
Rights Offering and Backstop fee | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 20,312,500 | |||||||
Rights Offering | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 19,500,000 | |||||||
Backstop Fee | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 800,000 | |||||||
2018 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Rate | 9.875% | 9.875% | ||||||
2021 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Rate | 10.00% | 12.50% | ||||||
2021 Notes | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Rate | 10.00% | |||||||
2021 Notes | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Interest Rate | 12.50% | |||||||
Chief Executive Officer | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock (in shares) | 98,234,375 | |||||||
Chief Executive Officer | 2018 Notes | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate principal amount of debt restructured | $ | $ 31,400,000 | |||||||
2021 Noteholders | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 7,900,000 | |||||||
Note Holders | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock (in shares) | 2,837,500 | |||||||
Affected Classes | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 100,000 | |||||||
Supporting Noteholder Term Loan Claims | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock for rights offering (in shares) | 3,695,580 |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||
Contingently returnable shares excluded | 0 | 0 | 300,000 | |||||||||||
Numerator: | ||||||||||||||
(Loss) income from continuing operations | $ (47,895) | |||||||||||||
Loss from discontinued operations | 0 | |||||||||||||
Net (loss) income | $ (16,993) | $ (30,902) | $ (47,895) | |||||||||||
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) | $ (4.09) | |||||||||||||
Basic loss from discontinued operations (usd per share) | 0 | |||||||||||||
Net (loss) income per basic common share (usd per share) | $ (1.45) | $ (2.64) | (4.09) | |||||||||||
Diluted (loss) income from continuing operations (usd per share) | (4.09) | |||||||||||||
Diluted loss from discontinued operations (usd per share) | 0 | |||||||||||||
Net (loss) income per diluted common share (usd per share) | $ (1.45) | $ (2.64) | $ (4.09) | |||||||||||
Dilutive stock-based awards excluded: | ||||||||||||||
Warrants (in shares) | 0 | |||||||||||||
Total (in shares) | 0 | |||||||||||||
Antidilutive stock-based awards excluded (in shares) | 827,000 | |||||||||||||
Continuing Operations | ||||||||||||||
Denominator: | ||||||||||||||
Weighted average shares—diluted (in shares) | 0 | 0 | 0 | |||||||||||
Discontinued Operations | ||||||||||||||
Denominator: | ||||||||||||||
Weighted average shares—diluted (in shares) | 0 | 0 | 0 | |||||||||||
Predecessor | ||||||||||||||
Numerator: | ||||||||||||||
(Loss) income from continuing operations | $ 168,611 | $ (167,621) | $ (195,167) | |||||||||||
Loss from discontinued operations | 0 | (1,235) | (287) | |||||||||||
Net (loss) income | $ 224,160 | $ (19,587) | $ (35,962) | $ (61,316) | $ (38,396) | $ (41,928) | $ (27,216) | $ 168,611 | $ (168,856) | $ (195,454) | ||||
Denominator: | ||||||||||||||
Weighted average shares - basic (in shares) | 150,940,000 | 90,979,000 | 27,681,000 | |||||||||||
Common stock equivalents (in shares) | 23,364,000 | 0 | 0 | |||||||||||
Weighted average shares—diluted (in shares) | 174,304,000 | 90,979,000 | 27,681,000 | |||||||||||
Earnings per common share: | ||||||||||||||
Basic (loss) income from continuing operations (usd per share) | $ 1.12 | $ (1.84) | $ (7.05) | |||||||||||
Basic loss from discontinued operations (usd per share) | 0 | (0.01) | (0.01) | |||||||||||
Net (loss) income per basic common share (usd per share) | $ 1.48 | $ (0.13) | $ (0.24) | 1.12 | (1.85) | (7.06) | ||||||||
Diluted (loss) income from continuing operations (usd per share) | 0.97 | (1.84) | (7.05) | |||||||||||
Diluted loss from discontinued operations (usd per share) | 0 | (0.01) | (0.01) | |||||||||||
Net (loss) income per diluted common share (usd per share) | $ 1.42 | $ (0.13) | $ (0.24) | $ 0.97 | $ (1.85) | $ (7.06) | ||||||||
Dilutive stock-based awards excluded: | ||||||||||||||
Warrants (in shares) | 0 | 11,655,000 | 0 | |||||||||||
Total (in shares) | 0 | 11,655,000 | 0 | |||||||||||
Antidilutive stock-based awards excluded (in shares) | 593,000 | 845,000 | 799,000 |
Share-based Compensation - Add
Share-based Compensation - Additional Information (Detail) - USD ($) | Feb. 23, 2018 | Feb. 22, 2018 | Jul. 31, 2017 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price (in dollars per share) | $ 39.17 | ||||||||
Income tax (expense) benefit | $ 4,500,000 | $ 4,500,000 | |||||||
Unrecognized compensation expense expected recognition period | 2 years 7 months 6 days | ||||||||
Stock option maximum contractual term | 9 years 7 months 6 days | ||||||||
Stock options granted | 0 | 0 | |||||||
Hours per week | 20 hours | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock vesting period | 3 years | ||||||||
Stock options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option maximum contractual term | 10 years | ||||||||
Restricted stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock received for service by non-employee directors (in shares) | 4,688 | ||||||||
Fair value of shares vested during period | $ 0 | $ 500,000 | $ 400,000 | ||||||
Restricted stock | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock vesting period | 3 years | ||||||||
Restricted stock | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock vesting period | 2 years | ||||||||
Restricted stock | Scenario, Forecast | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock received for service by non-employee directors (in shares) | 4,688 | ||||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of shares vested during period | 500,000 | $ 800,000 | $ 2,500,000 | ||||||
Restricted stock units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock vesting period | 3 years | ||||||||
Restricted stock units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock vesting period | 2 years | ||||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Discount rate for stock purchases under ESPP | 5.00% | ||||||||
Annual employee contribution to plan through payroll deduction | $ 25,000 | ||||||||
Chief Executive Officer | 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 | $ 475,000,000 | 475,000,000 | |||||||
Anniversary vesting installments (percent) | 33.33% | ||||||||
Chief Executive Officer | 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 | $ 525,000,000 | $ 525,000,000 | |||||||
Anniversary vesting installments (percent) | 33.33% | ||||||||
Chief Executive Officer | Share-based Compensation Award, Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Anniversary vesting installments (percent) | 33.33% | ||||||||
Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of common stock available for issuance of awards (in shares) | 100,000 | ||||||||
Subsequent Event | Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of common stock available for issuance of awards (in shares) | 1,772,058 | ||||||||
Subsequent Event | Chief Executive Officer | PRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options awarded to purchase common stock (in shares) | 531,618 | ||||||||
Subsequent Event | Chief Executive Officer | TRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted (in shares) | 531,618 | ||||||||
Subsequent Event | Chief Executive Officer | Share-based Compensation Award, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options awarded to purchase common stock (in shares) | 354,411 | ||||||||
Exercise price (in dollars per share) | $ 37.03 | ||||||||
Subsequent Event | Chief Executive Officer | Share-based Compensation Award, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options awarded to purchase common stock (in shares) | 354,411 | ||||||||
Exercise price (in dollars per share) | $ 41.31 | ||||||||
Subsequent Event | Chief Financial Officer | PRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options awarded to purchase common stock (in shares) | 62,022 | ||||||||
Subsequent Event | Chief Financial Officer | TRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted (in shares) | 62,022 | ||||||||
Subsequent Event | Chief Legal Officer | PRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options awarded to purchase common stock (in shares) | 62,022 | ||||||||
Subsequent Event | Chief Legal Officer | TRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares granted (in shares) | 62,022 |
Share-based Compensation - Sto
Share-based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 677 | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 677 | |||
Predecessor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 457 | $ 1,125 | $ 2,321 | |
Predecessor | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 109 | 213 | 536 | |
Predecessor | Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 153 | 412 | 428 | |
Predecessor | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 195 | $ 500 | $ 1,357 |
Share-based Compensation - Ass
Share-based Compensation - Assumptions of Stock Awards Granted (Detail) - $ / shares | 5 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Volatility | 45.60% | |
Expected term (years) | 10 years | |
Risk free interest rate | 2.30% | |
Expected dividend yield | 0.00% | |
Weighted average fair value (in dollars per share) | $ 10.02 | |
Predecessor | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Volatility | 55.30% | |
Expected term (years) | 8 years | |
Risk free interest rate | 1.80% | |
Expected dividend yield | 0.00% | |
Weighted average fair value (in dollars per share) | $ 1.55 |
Share-based Compensation - 100
Share-based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Outstanding and Exercisable | |||||
Options outstanding, beginning balance (in shares) | 0 | ||||
Granted (in shares) | 709 | ||||
Exercised (in shares) | 0 | ||||
Forfeited, canceled, or expired (in shares) | 0 | ||||
Options outstanding, beginning balance (in shares) | 709 | 0 | 709 | ||
Exercisable, ending balance | 0 | 0 | |||
Weighted-Average Exercise Price | |||||
Options outstanding, beginning balance (in dollars per share) | $ 0 | ||||
Granted (in dollars per share) | 39.17 | ||||
Exercised (in dollars per share) | 0 | ||||
Forfeited, canceled, or expired (in dollars per share) | 0 | ||||
Options outstanding, ending balance (in dollars per share) | 39.17 | $ 0 | $ 39.17 | ||
Exercisable, ending balance (in dollars per share) | $ 0 | $ 0 | |||
Additional Disclosures | |||||
Stock option maximum contractual term | 9 years 7 months 6 days | ||||
Stock option, exercisable, contractual term | 0 years | ||||
Stock option intrinsic value | $ 0 | $ 0 | |||
Stock option, exercisable, intrinsic value | $ 0 | $ 0 | |||
Predecessor | |||||
Shares Outstanding and Exercisable | |||||
Options outstanding, beginning balance (in shares) | 0 | 367 | 367 | 823 | 232 |
Granted (in shares) | 0 | 0 | 736 | ||
Exercised (in shares) | 0 | 0 | 0 | ||
Forfeited, canceled, or expired (in shares) | (367) | (456) | (145) | ||
Options outstanding, beginning balance (in shares) | 0 | 367 | 823 | ||
Exercisable, ending balance | 0 | 185 | 92 | ||
Weighted-Average Exercise Price | |||||
Options outstanding, beginning balance (in dollars per share) | $ 0 | $ 13.55 | $ 13.55 | $ 11.16 | $ 40.30 |
Granted (in dollars per share) | 0 | 0 | 5.29 | ||
Exercised (in dollars per share) | 0 | 0 | 0 | ||
Forfeited, canceled, or expired (in dollars per share) | 13.55 | 7.58 | 28.06 | ||
Options outstanding, ending balance (in dollars per share) | 0 | 13.55 | 11.16 | ||
Exercisable, ending balance (in dollars per share) | $ 0 | $ 21.24 | $ 40.63 | ||
Additional Disclosures | |||||
Stock option maximum contractual term | 0 years | 7 years 2 months 6 days | 8 years 6 months 24 days | ||
Stock option, exercisable, contractual term | 0 years | 6 years 3 months 18 days | 5 years 3 months 24 days | ||
Stock option intrinsic value | $ 0 | $ 0 | $ 0 | ||
Stock option, exercisable, intrinsic value | $ 0 | $ 0 | $ 0 |
Share-based Compensation - Non
Share-based Compensation - Non-Vested Shares of Restricted Stock and RSUs (Detail) - Predecessor - $ / shares shares in Thousands | 7 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, beginning balance (in shares) | 210 | 447 | 66 |
Granted (in shares) | 0 | 0 | 420 |
Vested (in shares) | 0 | (236) | (39) |
Forfeited (in shares) | (210) | (1) | 0 |
Number of shares, ending balance (in shares) | 0 | 210 | 447 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value (in dollars per share) | $ 1.25 | $ 1.73 | $ 9.78 |
Granted (in dollars per share) | 0 | 0 | 1.25 |
Vested (in dollars per share) | 0 | 2 | 10.23 |
Forfeited (in dollars per share) | 1.25 | 41.50 | 0 |
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 1.25 | $ 1.73 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, beginning balance (in shares) | 39 | 260 | 248 |
Granted (in shares) | 0 | 1 | 164 |
Vested (in shares) | (32) | (71) | (123) |
Forfeited (in shares) | (7) | (151) | (29) |
Number of shares, ending balance (in shares) | 0 | 39 | 260 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value (in dollars per share) | $ 13.93 | $ 8.04 | $ 18.42 |
Granted (in dollars per share) | 0 | 0.30 | 3.54 |
Vested (in dollars per share) | 14.81 | 11.69 | 20 |
Forfeited (in dollars per share) | 9.96 | 4.81 | 10.94 |
Weighted average grant date fair value (in dollars per share) | $ 0 | $ 13.93 | $ 8.04 |
Income Taxes - Components of (
Income Taxes - Components of (Expense) Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense (benefit): | ||||
Federal | $ (251) | |||
State | 146 | |||
Total Current | (105) | |||
Deferred income tax expense (benefit): | ||||
Federal | (186) | |||
State | (56) | |||
Total Deferred | (242) | |||
Total income tax (benefit) expense from continuing operations | $ (347) | |||
Predecessor | ||||
Current income tax expense (benefit): | ||||
Federal | $ 0 | $ 477 | $ (137) | |
State | 15 | 105 | 21 | |
Total Current | 15 | 582 | (116) | |
Deferred income tax expense (benefit): | ||||
Federal | (51) | 217 | 115 | |
State | (286) | 8 | (116) | |
Total Deferred | (337) | 225 | (1) | |
Total income tax (benefit) expense from continuing operations | $ (322) | $ 807 | $ (117) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||||
U.S. federal income tax benefit at statutory rate | 35.00% | 35.00% | |||
State and local income taxes, net of federal benefit | 1.50% | ||||
Compensation | (0.50%) | ||||
Impact of fresh start accounting adjustments | 0.00% | ||||
Impairment of goodwill | 0.00% | ||||
Tax Act revaluation of deferred tax balances | 69.90% | ||||
Change in valuation allowance | (105.50%) | ||||
Other | 0.30% | ||||
Benefit (expense) for income taxes | 0.70% | ||||
Predecessor | |||||
Income Tax Contingency [Line Items] | |||||
U.S. federal income tax benefit at statutory rate | 35.00% | 35.00% | 35.00% | ||
State and local income taxes, net of federal benefit | 0.80% | 3.30% | 0.90% | ||
Compensation | 0.10% | (0.20%) | (0.60%) | ||
Impact of fresh start accounting adjustments | 3.30% | 0.00% | 0.00% | ||
Impairment of goodwill | 0.00% | 0.00% | (18.80%) | ||
Tax Act revaluation of deferred tax balances | 0.00% | 0.00% | 0.00% | ||
Change in valuation allowance | (40.30%) | (38.70%) | (16.40%) | ||
Other | 0.90% | 0.10% | (0.10%) | ||
Benefit (expense) for income taxes | (0.20%) | (0.50%) | 0.00% |
Income Taxes - Deferred Tax As
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Reserves | $ 494 | ||
Deferred financing costs | 233 | ||
Net operating losses | 65,600 | ||
Federal credit carryover | 226 | ||
Equity based compensation | 0 | ||
Long-term debt | 0 | ||
Intangible asset and goodwill | 11,982 | ||
Capital loss carry forward | 42,671 | ||
Other | 3,663 | ||
Total | 124,869 | ||
Less: Valuation allowance | (88,766) | $ (236,080) | |
Total deferred tax assets | 36,103 | ||
Deferred tax liabilities: | |||
Fixed assets | (35,538) | ||
Other | (481) | ||
Total deferred tax liabilities | (36,019) | ||
Net deferred tax asset | $ 84 | ||
Predecessor | |||
Deferred tax assets: | |||
Reserves | 1,604 | ||
Deferred financing costs | 530 | ||
Net operating losses | 123,382 | ||
Federal credit carryover | 477 | ||
Equity based compensation | 624 | ||
Long-term debt | 74,412 | ||
Intangible asset and goodwill | 16,781 | ||
Capital loss carry forward | 67,766 | ||
Other | 6,360 | ||
Total | 291,936 | ||
Less: Valuation allowance | (236,080) | $ (171,720) | |
Total deferred tax assets | 55,856 | ||
Deferred tax liabilities: | |||
Fixed assets | (55,649) | ||
Other | (702) | ||
Total deferred tax liabilities | (56,351) | ||
Net deferred tax (liability) | $ (495) |
Income Taxes - Additional Info
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Impact of TCJA on net deferred tax asset balance | $ 50,800,000 | |
Net operating losses | 65,600,000 | |
Federal credit carryover | 226,000 | |
Capital loss carry forward | 42,671,000 | |
Valuation allowance release, net | 147,314,000 | |
Additions to valuation allowance | 0 | $ 64,400,000 |
Unrecognized tax benefits | 0 | 0 |
Income tax penalties and interest accrued | 0 | 0 |
Exchange Offer | ||
Operating Loss Carryforwards [Line Items] | ||
Gain (loss) on extinguishment of debt, income tax | 211,800,000 | |
Gain (loss) on extinguishment of debt, excluded from income tax | 65,100,000 | |
Gain (loss) on extinguishment of debt, subject to income tax | $ 146,700,000 | |
Expires in 2029 Through 2035 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 251,600,000 | |
Expires in 2017 Through 2035 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 277,300,000 | |
Expires in 2020 | ||
Operating Loss Carryforwards [Line Items] | ||
Capital loss carry forward | $ 188,500,000 | |
Minimum | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination, statute of limitations period | 3 years | |
Maximum | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination, statute of limitations period | 4 years |
Income Taxes - Reconciliation
Income Taxes - Reconciliation of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Valuation Allowance [Roll Forward] | ||
Balance at beginning of period | $ 236,080 | |
Additions to valuation allowance | 0 | $ 64,400 |
Valuation allowance release, net | (147,314) | |
Balance at end of period | 88,766 | 236,080 |
Predecessor | ||
Income Taxes Valuation Allowance [Roll Forward] | ||
Balance at beginning of period | $ 236,080 | 171,720 |
Additions to valuation allowance | 64,360 | |
Valuation allowance release, net | 0 | |
Balance at end of period | $ 236,080 |
Commitments and Contingencies
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Environmental accrual | $ 2,800 | ||
Present value of net minimum payments | $ 3,764 | 7,700 | |
Operating lease and rental contracts expenses | 5,000 | 5,400 | $ 6,100 |
Asset retirement obligations | 6,400 | 3,100 | |
Surety bonds | 8,200 | 9,800 | |
Irrevocable letters of credit facilities outstanding | $ 4,000 | $ 4,500 | |
Capital Lease Obligations | |||
Loss Contingencies [Line Items] | |||
Capital lease obligations, interest rate | 4.12% | ||
Vehicle Financings | |||
Loss Contingencies [Line Items] | |||
Interest Rate | 4.12% |
Commitments and Contingencie108
Commitments and Contingencies - Assets Held Under Capital Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Leased equipment | $ 9,079 |
Less accumulated depreciation | (3,241) |
Leased equipment, net | $ 5,838 |
Commitments and Contingencie109
Commitments and Contingencies - Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Leases | ||
2,018 | $ 3,696 | |
2,019 | 600 | |
2,020 | 192 | |
2,021 | 131 | |
2,022 | 107 | |
Thereafter | 572 | |
Total minimum lease payments | 5,298 | |
Capital Leases | ||
2,018 | 2,519 | |
2,019 | 884 | |
2,020 | 622 | |
2,021 | 0 | |
2,022 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 4,025 | |
Less amount representing executory costs | (61) | |
Net minimum lease payments | 3,964 | |
Less amount representing interest (4.12% at December 31, 2017) | (200) | |
Present value of net minimum lease payments | $ 3,764 | $ 7,700 |
Capital Lease Obligations | ||
Capital Leases | ||
Capital lease obligations, interest rate | 4.12% |
Commitments and Contingencie110
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 3,138 | |
Adjustment to increase the net book value to fair value (see Note 4) | 3,050 | |
Changes in estimate | 78 | |
Accretion expense | 471 | |
Cash payments | (302) | |
Balance at end of period | 6,435 | $ 3,138 |
Predecessor | ||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 3,138 | 3,035 |
Adjustment to increase the net book value to fair value (see Note 4) | 0 | |
Changes in estimate | (47) | |
Accretion expense | 150 | |
Cash payments | 0 | |
Balance at end of period | $ 3,138 |
Legal Matters (Details)
Legal Matters (Details) - USD ($) | Jul. 17, 2017 | Jun. 30, 2015 |
Notes Payable | ||
Loss Contingencies [Line Items] | ||
Reimbursement of certain costs and deferred maintenance | $ 75,000 | |
Appalachian Water Services | ||
Loss Contingencies [Line Items] | ||
Business acquisition, cash consideration | $ 4,000,000 | |
Considerations, note payable | $ 7,400,000 |
Employee Benefit Plans (Detail)
Employee Benefit Plans (Detail) | Sep. 01, 2013h | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, service period for eligibility | 60 days | |||
Company contributions to the plans | $ | $ 1,200,000 | $ 0 | $ 700,000 | |
Minimum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Number of working hours per week required for 401k Plan | h | 25 | |||
Defined Contribution Plans 100% Participant's Contribution | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of participant's contribution | 100.00% | |||
Defined Contribution Plans 100% Participant's Contribution | Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 3.00% | |||
Defined Contribution Plans 50% Participant Contribution | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of participant's contribution | 50.00% | |||
Defined Contribution Plans 50% Participant Contribution | Maximum | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan, employer matching contribution, percent of match | 2.00% |
Related Party and Affiliated113
Related Party and Affiliated Company Transactions - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Well | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Chief Executive Officer | |||
Investments in and Advances to Affiliates [Line Items] | |||
Number of disposal wells | Well | 3 | ||
Royalties paid | $ 43,500 | $ 100,000 | $ 200,000 |
Chief Executive Officer | Maximum | |||
Investments in and Advances to Affiliates [Line Items] | |||
Royalties payable | 0 | 0 | |
Shale Solutions | |||
Investments in and Advances to Affiliates [Line Items] | |||
Cost of purchased water | 100,000 | $ 1,300,000 | |
Power Fuels Merger | Water | |||
Investments in and Advances to Affiliates [Line Items] | |||
Accrued liabilities, water purchases | $ 0 | $ 0 |
Related Party and Affiliated114
Related Party and Affiliated Company Transactions - Cost Method Investment - Underground Solutions, Inc (Details) - USD ($) | Feb. 18, 2016 | Apr. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2009 |
Related Party Transaction [Line Items] | ||||||||
Proceeds from the sale of TFI | $ 0 | |||||||
Underground Solutions Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of ownership interests acquired | 7.00% | |||||||
Gross proceeds due from sale of business | $ 5,200,000 | |||||||
Proceeds from the sale of TFI | $ 5,000,000 | |||||||
Cost method investments, original cost | $ 3,200,000 | |||||||
Cost method investments, realized gain (loss) | $ 1,700,000 | |||||||
Cost method investments, closing costs incurred | $ 100,000 | |||||||
Proceeds from previous divestiture | $ 76,000 | $ 53,000 | ||||||
Escrow deposits related to property sales | $ 100,000 | |||||||
Underground Solutions Inc. | Aegion Corporation | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business acquisition, cash consideration | $ 85,000,000 |
Segments (Detail)
Segments (Detail) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($)operating_division | Jul. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of operating divisions | operating_division | 3 | |||
Revenue | $ 80,188 | |||
Direct operating expenses | 67,077 | |||
General and administrative expenses | 10,615 | |||
Depreciation and amortization | 38,551 | |||
Operating loss | (40,959) | |||
Reorganization items, net | (5,507) | |||
Loss from continuing operations before income taxes | (48,242) | |||
Total assets excluding those applicable to discontinued operations | 311,322 | |||
Operating Segments | Northeast | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 17,234 | |||
Direct operating expenses | 14,836 | |||
General and administrative expenses | 1,156 | |||
Depreciation and amortization | 10,816 | |||
Operating loss | (9,574) | |||
Reorganization items, net | (98) | |||
Loss from continuing operations before income taxes | (9,819) | |||
Total assets excluding those applicable to discontinued operations | 54,218 | |||
Operating Segments | Southern | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 16,467 | |||
Direct operating expenses | 12,005 | |||
General and administrative expenses | 1,574 | |||
Depreciation and amortization | 9,533 | |||
Operating loss | (6,883) | |||
Reorganization items, net | (88) | |||
Loss from continuing operations before income taxes | (7,106) | |||
Total assets excluding those applicable to discontinued operations | 111,457 | |||
Operating Segments | Rocky Mountain | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 46,487 | |||
Direct operating expenses | 40,236 | |||
General and administrative expenses | 2,640 | |||
Depreciation and amortization | 18,108 | |||
Operating loss | (19,163) | |||
Reorganization items, net | (939) | |||
Loss from continuing operations before income taxes | (20,219) | |||
Total assets excluding those applicable to discontinued operations | 137,213 | |||
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | |||
Direct operating expenses | 0 | |||
General and administrative expenses | 5,245 | |||
Depreciation and amortization | 94 | |||
Operating loss | (5,339) | |||
Reorganization items, net | (4,382) | |||
Loss from continuing operations before income taxes | (11,098) | |||
Total assets excluding those applicable to discontinued operations | $ 8,434 | |||
Predecessor | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 95,883 | $ 152,176 | $ 356,699 | |
Direct operating expenses | 81,010 | 129,624 | 279,881 | |
General and administrative expenses | 22,552 | 37,013 | 39,327 | |
Depreciation and amortization | 28,981 | 60,763 | 70,511 | |
Operating loss | (36,660) | (117,388) | (144,839) | |
Reorganization items, net | 223,494 | 0 | 0 | |
Loss from continuing operations before income taxes | 168,289 | (166,814) | (195,284) | |
Total assets excluding those applicable to discontinued operations | 342,604 | |||
Predecessor | Operating Segments | Northeast | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 20,751 | 36,446 | 92,135 | |
Direct operating expenses | 21,117 | 36,673 | 74,364 | |
General and administrative expenses | 1,917 | 2,632 | 4,606 | |
Depreciation and amortization | 5,352 | 13,446 | 16,667 | |
Operating loss | (7,635) | (24,330) | (3,624) | |
Reorganization items, net | 28,000 | |||
Loss from continuing operations before income taxes | 20,194 | (24,226) | (4,228) | |
Total assets excluding those applicable to discontinued operations | 46,094 | |||
Predecessor | Operating Segments | Southern | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 18,586 | 33,166 | 68,543 | |
Direct operating expenses | 13,056 | 27,885 | 58,303 | |
General and administrative expenses | 1,684 | 2,951 | 4,891 | |
Depreciation and amortization | 7,542 | 15,559 | 18,188 | |
Operating loss | (3,696) | (15,656) | (19,422) | |
Reorganization items, net | 22,448 | |||
Loss from continuing operations before income taxes | 18,650 | (15,741) | (19,526) | |
Total assets excluding those applicable to discontinued operations | 107,350 | |||
Predecessor | Operating Segments | Rocky Mountain | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 56,546 | 82,564 | 196,021 | |
Direct operating expenses | 46,837 | 65,066 | 147,214 | |
General and administrative expenses | 3,877 | 5,951 | 6,824 | |
Depreciation and amortization | 15,964 | 31,498 | 35,043 | |
Operating loss | (10,132) | (51,663) | (97,781) | |
Reorganization items, net | (4,658) | |||
Loss from continuing operations before income taxes | (14,854) | (51,951) | (97,632) | |
Total assets excluding those applicable to discontinued operations | 184,116 | |||
Predecessor | Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Direct operating expenses | 0 | 0 | 0 | |
General and administrative expenses | 15,074 | 25,479 | 23,006 | |
Depreciation and amortization | 123 | 260 | 613 | |
Operating loss | (15,197) | (25,739) | (24,012) | |
Reorganization items, net | 177,704 | |||
Loss from continuing operations before income taxes | $ 144,299 | (74,896) | $ (73,898) | |
Total assets excluding those applicable to discontinued operations | $ 5,044 |
Discontinued Operations - Addi
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 11, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Feb. 04, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from the sale of TFI | $ 0 | ||||
Escrow deposits related to property sale | $ 4,300 | ||||
TFI | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration transferred | $ 85,000 | ||||
Proceeds from the sale of TFI | $ 74,600 | ||||
Gain (loss) on disposal | $ (1,300) | $ (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] | |||||
Escrow deposit disbursements | $ 1,300 |
Discontinued Operations - Fina
Discontinued Operations - Financial Information of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Income from discontinued operations | $ 0 | |||||||
Predecessor | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Income from discontinued operations | $ 0 | $ 0 | $ 906 | |||||
Loss on discontinued operations, net of income taxes | $ 0 | $ 0 | $ (1,290) | $ 55 | (1,235) | (287) | ||
Predecessor | TFI | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Revenue | 0 | 19,100 | ||||||
Income from discontinued operations before income taxes | 0 | 1,171 | ||||||
Income tax expense | 0 | (265) | ||||||
Income from discontinued operations | 0 | 906 | ||||||
Loss on sale of TFI, net of taxes | (1,235) | (1,193) | ||||||
Loss on discontinued operations, net of income taxes | $ (1,235) | $ (287) |
Selected Quarterly Financial118
Selected Quarterly Financial Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||||
Revenue | $ 33,758 | $ 46,430 | |||||||||||
(Loss) income from continuing operations | (16,993) | (30,902) | |||||||||||
Net (loss) income | $ (16,993) | $ (30,902) | $ (47,895) | ||||||||||
Earnings per common share: | |||||||||||||
Net (loss) income per basic common share (usd per share) | $ (1.45) | $ (2.64) | $ (4.09) | ||||||||||
Net (loss) income per diluted common share (usd per share) | $ (1.45) | $ (2.64) | $ (4.09) | ||||||||||
Predecessor | |||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||
Revenue | $ 15,122 | $ 41,538 | $ 39,223 | $ 35,782 | $ 35,441 | $ 33,978 | $ 46,975 | ||||||
(Loss) income from continuing operations | 224,160 | (19,587) | (35,962) | (61,316) | (38,396) | (40,638) | (27,271) | ||||||
Loss from discontinued operations | 0 | 0 | (1,290) | 55 | $ (1,235) | $ (287) | |||||||
Net (loss) income | $ 224,160 | $ (19,587) | $ (35,962) | $ (61,316) | $ (38,396) | $ (41,928) | $ (27,216) | $ 168,611 | $ (168,856) | $ (195,454) | |||
Earnings per common share: | |||||||||||||
Basic and diluted loss from continuing operations (usd per share) | $ (0.45) | $ (0.30) | $ (0.60) | $ (0.98) | |||||||||
Basic and diluted income (loss) from discontinued operations (usd per share) | 0 | 0 | (0.02) | 0 | |||||||||
Earnings per common share: | |||||||||||||
Net (loss) income per basic common share (usd per share) | $ 1.48 | $ (0.13) | $ (0.24) | $ 1.12 | $ (1.85) | $ (7.06) | |||||||
Net (loss) income per diluted common share (usd per share) | $ 1.42 | $ (0.13) | $ (0.24) | $ 0.97 | $ (1.85) | $ (7.06) | |||||||
Net (loss) income per basic and diluted common share (in dollars per share) | $ (0.45) | $ (0.30) | $ (0.62) | $ (0.98) |
Subsidiary Guarantors - Additi
Subsidiary Guarantors - Additional Information (Detail) | 7 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Subsidiary ownership percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Subsidiary Guarantors - Conden
Subsidiary Guarantors - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 5,488 | |||
Restricted cash | 1,296 | |||
Accounts receivable, net | 30,965 | |||
Total current assets | 53,423 | |||
Property, plant and equipment, net | 229,874 | |||
Equity investments | 48 | |||
Intangibles, net | 547 | |||
Other assets | 207 | |||
Total assets | 311,322 | |||
Liabilities and Shareholders’ Equity (Deficit) | ||||
Accounts payable | 7,946 | |||
Accrued liabilities | 13,939 | |||
Current contingent consideration | 500 | |||
Current portion of long-term debt | 5,525 | |||
Derivative warrant liability | 477 | $ 0 | ||
Total current liabilities | 28,387 | |||
Deferred income taxes | 0 | |||
Long-term debt | 33,524 | |||
Long-term contingent consideration | 0 | $ 1,000 | ||
Other long-term liabilities | 6,438 | |||
Total shareholders’ deficit | 242,973 | |||
Total liabilities and shareholders’ equity (deficit) | $ 311,322 | |||
Predecessor | ||||
ASSETS | ||||
Cash and cash equivalents | $ 7,193 | 994 | $ 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 contingent consideration | 0 | |||
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 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 | Parent | ||||
ASSETS | ||||
Cash and cash equivalents | 913 | 40,660 | ||
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 contingent consideration | 0 | |||
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 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 | $ (1,351) | ||
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 contingent consideration | 0 | |||
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 contingent consideration | 8,500 | |||
Other long-term liabilities | 374,666 | |||
Total shareholders’ deficit | (51,590) | |||
Total liabilities and shareholders’ equity (deficit) | 431,655 | |||
Predecessor | 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 contingent consideration | 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 contingent consideration | 0 | |||
Other long-term liabilities | (457,115) | |||
Total shareholders’ deficit | 51,590 | |||
Total liabilities and shareholders’ equity (deficit) | $ (405,525) |
Subsidiary Guarantors - Con121
Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenue | $ 80,188 | ||||||||||||
Costs and expenses: | |||||||||||||
Direct operating expenses | 67,077 | ||||||||||||
General and administrative expenses | 10,615 | ||||||||||||
Depreciation and amortization | 38,551 | ||||||||||||
Impairment of goodwill | 0 | ||||||||||||
Other, net | 0 | ||||||||||||
Total costs and expenses | 121,147 | ||||||||||||
Loss from operations | (40,959) | ||||||||||||
Interest expense, net | (2,187) | ||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||
Reorganization items, net | (5,507) | ||||||||||||
(Loss) income from continuing operations before income taxes | (48,242) | ||||||||||||
Income tax benefit (expense) | 347 | ||||||||||||
(Loss) income from continuing operations | (47,895) | ||||||||||||
Loss from discontinued operations, net of income taxes | 0 | ||||||||||||
Net (loss) income | $ (16,993) | $ (30,902) | $ (47,895) | ||||||||||
Predecessor | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenue | $ 95,883 | $ 152,176 | $ 356,699 | ||||||||||
Costs and expenses: | |||||||||||||
Direct operating expenses | 81,010 | 129,624 | 279,881 | ||||||||||
General and administrative expenses | 22,552 | 37,013 | 39,327 | ||||||||||
Depreciation and amortization | 28,981 | 60,763 | 70,511 | ||||||||||
Impairment of long-lived assets | 42,164 | ||||||||||||
Impairment of goodwill | 0 | 0 | 104,721 | ||||||||||
Other, net | 0 | 0 | 7,098 | ||||||||||
Total costs and expenses | 132,543 | 269,564 | 501,538 | ||||||||||
Loss from operations | (36,660) | (117,388) | (144,839) | ||||||||||
Interest expense, net | (22,792) | (54,530) | (49,194) | ||||||||||
Other income, net | 4,261 | 4,063 | 958 | ||||||||||
Loss on extinguishment of debt | 0 | (674) | (2,145) | ||||||||||
Income (loss) from equity investments | (14) | 1,715 | (64) | ||||||||||
Reorganization items, net | 223,494 | 0 | 0 | ||||||||||
(Loss) income from continuing operations before income taxes | 168,289 | (166,814) | (195,284) | ||||||||||
Income tax benefit (expense) | 322 | (807) | 117 | ||||||||||
(Loss) income from continuing operations | 168,611 | (167,621) | (195,167) | ||||||||||
Loss from discontinued operations | $ 0 | $ 0 | $ (1,290) | $ 55 | (1,235) | (287) | |||||||
Loss from discontinued operations, net of income taxes | 0 | (1,235) | (287) | ||||||||||
Net (loss) income | $ 224,160 | $ (19,587) | $ (35,962) | $ (61,316) | $ (38,396) | $ (41,928) | $ (27,216) | 168,611 | (168,856) | (195,454) | |||
Predecessor | Reportable Legal Entities | Parent | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenue | 0 | 0 | 0 | ||||||||||
Costs and expenses: | |||||||||||||
Direct operating expenses | 0 | 0 | 0 | ||||||||||
General and administrative expenses | 15,074 | 25,479 | 23,006 | ||||||||||
Depreciation and amortization | 123 | 260 | 613 | ||||||||||
Impairment of long-lived assets | 0 | ||||||||||||
Impairment of goodwill | 0 | ||||||||||||
Other, net | 393 | ||||||||||||
Total costs and expenses | 15,197 | 25,739 | 24,012 | ||||||||||
Loss from operations | (15,197) | (25,739) | (24,012) | ||||||||||
Interest expense, net | (22,333) | (53,541) | (47,741) | ||||||||||
Other income, net | 4,125 | 3,311 | 0 | ||||||||||
Loss on extinguishment of debt | (674) | (2,145) | |||||||||||
Income (loss) from equity investments | 101,462 | (126,597) | (130,855) | ||||||||||
Reorganization items, net | 177,704 | ||||||||||||
(Loss) income from continuing operations before income taxes | 245,761 | (203,240) | (204,753) | ||||||||||
Income tax benefit (expense) | (77,150) | 35,619 | 9,586 | ||||||||||
(Loss) income from continuing operations | 168,611 | (167,621) | (195,167) | ||||||||||
Loss from discontinued operations | (1,235) | (287) | |||||||||||
Loss from discontinued operations, net of income taxes | 0 | ||||||||||||
Net (loss) income | 168,611 | (168,856) | (195,454) | ||||||||||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenue | 95,883 | 152,176 | 356,699 | ||||||||||
Costs and expenses: | |||||||||||||
Direct operating expenses | 81,010 | 129,624 | 279,881 | ||||||||||
General and administrative expenses | 7,478 | 11,534 | 16,321 | ||||||||||
Depreciation and amortization | 28,858 | 60,503 | 69,898 | ||||||||||
Impairment of long-lived assets | 42,164 | ||||||||||||
Impairment of goodwill | 104,721 | ||||||||||||
Other, net | 6,705 | ||||||||||||
Total costs and expenses | 117,346 | 243,825 | 477,526 | ||||||||||
Loss from operations | (21,463) | (91,649) | (120,827) | ||||||||||
Interest expense, net | (459) | (989) | (1,453) | ||||||||||
Other income, net | 136 | 752 | 958 | ||||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||||||
Income (loss) from equity investments | (14) | (32) | (64) | ||||||||||
Reorganization items, net | 45,790 | ||||||||||||
(Loss) income from continuing operations before income taxes | 23,990 | (91,918) | (121,386) | ||||||||||
Income tax benefit (expense) | 77,472 | (36,426) | (9,469) | ||||||||||
(Loss) income from continuing operations | 101,462 | (128,344) | (130,855) | ||||||||||
Loss from discontinued operations | 0 | 0 | |||||||||||
Loss from discontinued operations, net of income taxes | 0 | ||||||||||||
Net (loss) income | 101,462 | (128,344) | (130,855) | ||||||||||
Predecessor | Eliminations | |||||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||||
Revenue | 0 | 0 | 0 | ||||||||||
Costs and expenses: | |||||||||||||
Direct operating expenses | 0 | 0 | 0 | ||||||||||
General and administrative expenses | 0 | 0 | 0 | ||||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||||
Impairment of long-lived assets | 0 | ||||||||||||
Impairment of goodwill | 0 | ||||||||||||
Other, net | 0 | ||||||||||||
Total costs and expenses | 0 | 0 | 0 | ||||||||||
Loss from operations | 0 | 0 | 0 | ||||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||||
Other income, net | 0 | 0 | 0 | ||||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||||||
Income (loss) from equity investments | (101,462) | 128,344 | 130,855 | ||||||||||
Reorganization items, net | 0 | ||||||||||||
(Loss) income from continuing operations before income taxes | (101,462) | 128,344 | 130,855 | ||||||||||
Income tax benefit (expense) | 0 | 0 | 0 | ||||||||||
(Loss) income from continuing operations | (101,462) | 128,344 | 130,855 | ||||||||||
Loss from discontinued operations | 0 | 0 | |||||||||||
Loss from discontinued operations, net of income taxes | 0 | ||||||||||||
Net (loss) income | $ (101,462) | $ 128,344 | $ 130,855 |
Subsidiary Guarantors - Con122
Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 5 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||||
Net cash used in operating activities from continuing operations | $ (6,461) | |||
Net cash used in operating activities from discontinued operations | 0 | |||
Net cash (used in) provided by operating activities | (6,461) | |||
Cash flows from investing activities: | ||||
Proceeds from the sale of TFI | 0 | |||
Proceeds from the sale of property, plant and equipment | 4,034 | |||
Purchases of property, plant and equipment | (2,231) | |||
Proceeds from the sale of UGSI | 76 | |||
Change in restricted cash | 6,509 | |||
Net cash provided by (used in) investing activities from continuing operations | 8,388 | |||
Net cash used in investing activities from discontinued operations | 0 | |||
Net cash provided by (used in) investing activities | 8,388 | |||
Cash flows from financing activities: | ||||
Proceeds from 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 | (2,391) | |||
Net cash (used in) provided by financing activities from continuing operations | (3,632) | |||
Net cash used in financing activities from discontinued operations | 0 | |||
Net cash (used in) provided by financing activities | (3,632) | |||
Net (decrease) increase in cash and cash equivalents | (1,705) | |||
Cash and cash equivalents - beginning of period | 7,193 | |||
Cash and cash equivalents - end of period | 5,488 | $ 7,193 | ||
Less: cash and cash equivalents of discontinued operations - end of year | 0 | |||
Cash and cash equivalents | 5,488 | |||
First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from credit facility | 0 | |||
Payments on Predecessor revolving credit facility | (1,241) | |||
Predecessor | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities from continuing operations | (18,949) | $ (26,251) | $ 49,827 | |
Net cash used in operating activities from discontinued operations | 0 | 0 | (708) | |
Net cash (used in) provided by operating activities | (18,949) | (26,251) | 49,119 | |
Cash flows from investing activities: | ||||
Proceeds from the sale of TFI | 0 | 0 | 78,897 | |
Proceeds from the sale of property, plant and equipment | 3,083 | 10,696 | 12,732 | |
Purchases of property, plant and equipment | (3,149) | (3,826) | (19,201) | |
Proceeds from the sale of UGSI | 0 | 5,032 | 0 | |
Change in restricted cash | (6,385) | 2,830 | (4,250) | |
Net cash provided by (used in) investing activities from continuing operations | (6,451) | 14,732 | 68,178 | |
Net cash used in investing activities from discontinued operations | 0 | 0 | (181) | |
Net cash provided by (used in) investing activities | (6,451) | 14,732 | 67,997 | |
Cash flows from financing activities: | ||||
Proceeds from credit facility | 106,785 | 154,514 | 0 | |
Proceeds from Successor revolving facility | 154,514 | |||
Payments on Predecessor revolving credit facility | (129,964) | (233,667) | (81,647) | |
Proceeds from Predecessor term loan | 15,700 | 55,000 | 0 | |
Proceeds from debtor in possession term loan | 6,875 | 0 | 0 | |
Payments for debt issuance costs | (1,053) | (1,029) | (225) | |
Issuance of stock | 0 | 5,000 | 0 | |
Payments on vehicle financing and other financing activities | (2,797) | (6,614) | (11,246) | |
Net cash (used in) provided by financing activities from continuing operations | 31,599 | (26,796) | (93,118) | |
Net cash used in financing activities from discontinued operations | 0 | 0 | (105) | |
Net cash (used in) provided by financing activities | 31,599 | (26,796) | (93,223) | |
Net (decrease) increase in cash and cash equivalents | 6,199 | (38,315) | 23,893 | |
Cash and cash equivalents - beginning of period | 7,193 | 994 | 39,309 | 15,416 |
Cash and cash equivalents - end of period | 7,193 | 994 | 39,309 | |
Less: cash and cash equivalents of discontinued operations - end of year | 0 | 0 | ||
Cash and cash equivalents | 7,193 | 994 | 39,309 | |
Predecessor | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from credit facility | 36,053 | 0 | 0 | |
Payments on Predecessor revolving credit facility | 0 | 0 | 0 | |
Predecessor | Reportable Legal Entities | Parent | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities from continuing operations | 33,977 | |||
Net cash used in operating activities from discontinued operations | 0 | |||
Net cash (used in) provided by operating activities | (18,672) | (28,392) | 33,977 | |
Cash flows from investing activities: | ||||
Proceeds from the sale of TFI | 78,897 | |||
Proceeds from the sale of property, plant and equipment | 0 | 27 | 255 | |
Purchases of property, plant and equipment | 0 | 0 | 0 | |
Proceeds from the sale of UGSI | 5,032 | |||
Change in restricted cash | (5,666) | 3,775 | (4,250) | |
Net cash provided by (used in) investing activities from continuing operations | 74,902 | |||
Net cash used in investing activities from discontinued operations | 0 | |||
Net cash provided by (used in) investing activities | (5,666) | 8,834 | 74,902 | |
Cash flows from financing activities: | ||||
Proceeds from credit facility | 106,785 | |||
Proceeds from Successor revolving facility | 154,514 | |||
Payments on Predecessor revolving credit facility | (129,964) | (233,667) | (81,647) | |
Proceeds from Predecessor term loan | 15,700 | 55,000 | ||
Proceeds from debtor in possession term loan | 6,875 | |||
Payments for debt issuance costs | (1,053) | (1,029) | (225) | |
Issuance of stock | 5,000 | |||
Payments on vehicle financing and other financing activities | 0 | (7) | (148) | |
Net cash (used in) provided by financing activities from continuing operations | (82,020) | |||
Net cash used in financing activities from discontinued operations | 0 | |||
Net cash (used in) provided by financing activities | 34,396 | (20,189) | (82,020) | |
Net (decrease) increase in cash and cash equivalents | 10,058 | (39,747) | 26,859 | |
Cash and cash equivalents - beginning of period | 10,971 | 913 | 40,660 | 13,801 |
Cash and cash equivalents - end of period | 10,971 | 913 | 40,660 | |
Less: cash and cash equivalents of discontinued operations - end of year | 0 | |||
Cash and cash equivalents | 913 | 40,660 | ||
Predecessor | Reportable Legal Entities | Parent | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from credit facility | 36,053 | |||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | ||||
Cash flows from operating activities: | ||||
Net cash used in operating activities from continuing operations | 15,850 | |||
Net cash used in operating activities from discontinued operations | (708) | |||
Net cash (used in) provided by operating activities | (277) | 2,141 | 15,142 | |
Cash flows from investing activities: | ||||
Proceeds from the sale of TFI | 0 | |||
Proceeds from the sale of property, plant and equipment | 3,083 | 10,669 | 12,477 | |
Purchases of property, plant and equipment | (3,149) | (3,826) | (19,201) | |
Proceeds from the sale of UGSI | 0 | |||
Change in restricted cash | (719) | (945) | 0 | |
Net cash provided by (used in) investing activities from continuing operations | (6,724) | |||
Net cash used in investing activities from discontinued operations | (181) | |||
Net cash provided by (used in) investing activities | (785) | 5,898 | (6,905) | |
Cash flows from financing activities: | ||||
Proceeds from credit facility | 0 | |||
Proceeds from Successor revolving facility | 0 | |||
Payments on Predecessor revolving credit facility | 0 | 0 | 0 | |
Proceeds from Predecessor term loan | 0 | 0 | ||
Proceeds from debtor in possession term loan | 0 | |||
Payments for debt issuance costs | 0 | 0 | 0 | |
Issuance of stock | 0 | |||
Payments on vehicle financing and other financing activities | (2,797) | (6,607) | (11,098) | |
Net cash (used in) provided by financing activities from continuing operations | (11,098) | |||
Net cash used in financing activities from discontinued operations | (105) | |||
Net cash (used in) provided by financing activities | (2,797) | (6,607) | (11,203) | |
Net (decrease) increase in cash and cash equivalents | (3,859) | 1,432 | (2,966) | |
Cash and cash equivalents - beginning of period | $ (3,778) | 81 | (1,351) | 1,615 |
Cash and cash equivalents - end of period | (3,778) | 81 | (1,351) | |
Less: cash and cash equivalents of discontinued operations - end of year | 0 | |||
Cash and cash equivalents | $ 81 | $ (1,351) | ||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | First and Second Lien Term Loans | ||||
Cash flows from financing activities: | ||||
Proceeds from credit facility | $ 0 |