Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NES | |
Entity Registrant Name | Nuverra Environmental Solutions, Inc. | |
Entity Central Index Key | 1,403,853 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,695,580 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 4,088 | $ 5,488 |
Restricted cash | 2,084 | 1,296 |
Accounts receivable, net of allowance for doubtful accounts of $2.3 million and $1.9 million at March 31, 2018 and December 31, 2017, respectively | 36,186 | 30,965 |
Inventories | 3,750 | 4,089 |
Prepaid expenses and other receivables | 5,822 | 8,594 |
Other current assets | 107 | 226 |
Assets held for sale | 9,530 | 2,765 |
Total current assets | 61,567 | 53,423 |
Property, plant and equipment, net of accumulated depreciation of $49.2 million and $35.8 million at March 31, 2018 and December 31, 2017, respectively | 202,892 | 229,874 |
Equity investments | 42 | 48 |
Intangibles, net | 503 | 547 |
Goodwill | 27,139 | 27,139 |
Deferred income taxes | 84 | 84 |
Other assets | 196 | 207 |
Total assets | 292,423 | 311,322 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 9,602 | 7,946 |
Accrued liabilities | 15,458 | 13,939 |
Current contingent consideration | 500 | 500 |
Current portion of long-term debt | 5,108 | 5,525 |
Derivative warrant liability | 669 | 477 |
Total current liabilities | 31,337 | 28,387 |
Long-term debt | 32,784 | 33,524 |
Other long-term liabilities | 6,518 | 6,438 |
Total liabilities | 70,639 | 68,349 |
Shareholders’ equity: | ||
Common stock | 117 | 117 |
Additional paid-in capital | 301,729 | 290,751 |
Accumulated deficit | (80,062) | (47,895) |
Total shareholders’ equity | 221,784 | 242,973 |
Total liabilities and shareholders’ equity | $ 292,423 | $ 311,322 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2.3 | $ 1.9 |
Property, plant and equipment, accumulated depreciation | $ 49.2 | $ 35.8 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Service revenue | $ 45,527 | |
Rental revenue | 4,142 | |
Total revenue | 49,669 | |
Costs and expenses: | ||
Direct operating expenses | 41,627 | |
General and administrative expenses | 19,320 | |
Depreciation and amortization | 14,744 | |
Impairment of long-lived assets | 4,131 | |
Other, net | 599 | $ 0 |
Total costs and expenses | 80,421 | |
Operating loss | (30,752) | |
Interest expense, net | (1,250) | |
Other expense, net | (73) | |
Reorganization items, net | (92) | |
Loss before income taxes | (32,167) | |
Income tax expense | 0 | |
Net loss | $ (32,167) | |
Net loss per common share: | ||
Net loss per basic common share (usd per share) | $ (2.75) | |
Net loss per diluted common share (usd per share) | $ (2.75) | |
Weighted average shares outstanding: | ||
Basic (in shares) | 11,696 | |
Diluted (in shares) | 11,696 | |
Predecessor | ||
Revenue: | ||
Service revenue | 35,418 | |
Rental revenue | 3,805 | |
Total revenue | 39,223 | |
Costs and expenses: | ||
Direct operating expenses | 34,289 | |
General and administrative expenses | 12,359 | |
Depreciation and amortization | 12,871 | |
Impairment of long-lived assets | 0 | |
Total costs and expenses | 59,519 | |
Operating loss | (20,296) | |
Interest expense, net | (14,208) | |
Other expense, net | (1,458) | |
Reorganization items, net | 0 | |
Loss before income taxes | (35,962) | |
Income tax expense | 0 | |
Net loss | $ (35,962) | |
Net loss per common share: | ||
Net loss per basic common share (usd per share) | $ (0.24) | |
Net loss per diluted common share (usd per share) | $ (0.24) | |
Weighted average shares outstanding: | ||
Basic (in shares) | 150,934 | |
Diluted (in shares) | 150,934 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (32,167) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of intangible assets | 14,744 | |
Amortization of debt issuance costs, net | 0 | |
Accrued interest added to debt principal | 119 | |
Stock-based compensation | 10,978 | |
Impairment of long-lived assets | 4,131 | |
Gain on sale of UGSI | (75) | |
(Gain) loss on disposal of property, plant and equipment | (8) | |
Bad debt expense | 313 | |
Change in fair value of derivative warrant liability | 192 | |
Other, net | 149 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,534) | |
Prepaid expenses and other receivables | (2,573) | |
Accounts payable and accrued liabilities | 2,110 | |
Other assets and liabilities, net | 368 | |
Net cash used in operating activities | (7,253) | |
Cash flows from investing activities: | ||
Proceeds from the sale of property, plant and equipment | 11,881 | |
Purchases of property, plant and equipment | (3,380) | |
Proceeds from the sale of UGSI | 75 | |
Net cash provided by (used in) investing activities | 8,576 | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 0 | |
Payments on Predecessor revolving credit facility | 0 | |
Payments on vehicle financing and other financing activities | (456) | |
Net cash (used in) provided by financing activities | (1,935) | |
Net decrease in cash, cash equivalents and restricted cash | (612) | |
Cash, cash equivalents and restricted cash - beginning of period | 6,784 | |
Cash, cash equivalents and restricted cash- end of period | 6,172 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 951 | |
Cash paid for taxes, net | 52 | |
First and Second Lien Term Loans | ||
Cash flows from financing activities: | ||
Payments on Predecessor revolving credit facility | (799) | |
Successor Revolving Facility | ||
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 55,321 | |
Payments on Predecessor revolving credit facility | $ (56,001) | |
Predecessor | ||
Cash flows from operating activities: | ||
Net loss | $ (35,962) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of intangible assets | 12,871 | |
Amortization of debt issuance costs, net | 1,756 | |
Accrued interest added to debt principal | 6,340 | |
Stock-based compensation | 309 | |
Impairment of long-lived assets | 0 | |
Gain on sale of UGSI | 0 | |
(Gain) loss on disposal of property, plant and equipment | 49 | |
Bad debt expense | 778 | |
Change in fair value of derivative warrant liability | 1,618 | |
Other, net | 56 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (462) | |
Prepaid expenses and other receivables | (433) | |
Accounts payable and accrued liabilities | 5,872 | |
Other assets and liabilities, net | (78) | |
Net cash used in operating activities | (7,286) | |
Cash flows from investing activities: | ||
Proceeds from the sale of property, plant and equipment | 371 | |
Purchases of property, plant and equipment | (1,029) | |
Proceeds from the sale of UGSI | 0 | |
Net cash provided by (used in) investing activities | (658) | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 48,536 | |
Payments on Predecessor revolving credit facility | (40,006) | |
Payments on vehicle financing and other financing activities | (1,468) | |
Net cash (used in) provided by financing activities | 7,062 | |
Net decrease in cash, cash equivalents and restricted cash | (882) | |
Cash, cash equivalents and restricted cash - beginning of period | 2,414 | |
Cash, cash equivalents and restricted cash- end of period | 1,532 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 733 | |
Cash paid for taxes, net | 59 | |
Predecessor | First and Second Lien Term Loans | ||
Cash flows from financing activities: | ||
Payments on Predecessor revolving credit facility | 0 | |
Predecessor | Successor Revolving Facility | ||
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 0 | |
Payments on Predecessor revolving credit facility | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our condensed consolidated balance sheet as of December 31, 2017 , included herein, has been derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (or “GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 16, 2018 (as amended on April 19, 2018, the “2017 Annual Report on Form 10-K”). All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted. Unless stated otherwise, any reference to statement of operations items in these accompanying condensed consolidated financial statements refers to results from continuing operations. On May 1, 2017, the Company and certain of its material subsidiaries (collectively with the Company, the “Nuverra Parties”) filed voluntary petitions under chapter 11 of the 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. Upon emergence, we elected to apply fresh start accounting effective July 31, 2017, to coincide with the timing of our normal accounting period close. As a result of the application of fresh start accounting, as well as the effects of the implementation of the Plan, a new entity for financial reporting purposes was created, and as such, the condensed consolidated financial statements on or after August 1, 2017, are not comparable with the condensed consolidated financial statements prior to that date. References to “Successor” or “Successor Company” relate to the financial position and results of operations of the reorganized Company subsequent to July 31, 2017. References to “Predecessor” or “Predecessor Company” refer to the financial position and results of operations of the Company on and prior to July 31, 2017. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (or “FASB”) issued Accounting Standards Update (or “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. See Note 3 for further information on the new standard. 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 adopted this pronouncement for our fiscal year beginning January 1, 2018, which did not 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 and is to be applied retrospectively. The adoption of this guidance did not 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. There have been no other material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in our 2017 Annual Report on Form 10-K. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | 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 2016-09 is permitted. While we are currently assessing the impact ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under non-cancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues On January 1, 2018, we adopted the guidance in ASC 606 and all the related amendments 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. The comparative information has not been restated and continues to be reported under ASC 605, or the accounting guidance in effect for those periods. Revenue Recognition Revenues are generated upon the performance of contracted services under formal and informal contracts with customers. Revenues are recognized when the contracted services for our customers are completed in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and usage-based taxes are excluded from revenues. Payment is due when the contracted services are completed in accordance with the payment terms established with each customer prior to providing any services. As such, there is no significant financing component for any of our revenues. Some of our contracts with customers involve multiple performance obligations as we are providing more than one service under the same contract, such as water transfer services and disposal services. However, our core service offerings are capable of being distinct and also are distinct within the context of contracts with our customers. As such, these services represent separate performance obligations when included in a single contract. We have standalone pricing for all of our services which is negotiated with each of our customers in advance of providing the service. The contract consideration is allocated to the individual performance obligations based upon the standalone selling price of each service, and no discount is offered for a bundled services offering. The following tables present our revenues disaggregated by revenue source for each reportable segment for the three months ended March 31, 2018 and March 31, 2017: Successor For the Three Months Ended March 31, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,260 $ 8,019 $ 8,111 $ — $ 37,390 Disposal Services 3,612 777 1,236 — 5,625 Other Revenue 2,124 254 134 — 2,512 Total Service Revenue 26,996 9,050 9,481 — 45,527 Rental Revenue 3,774 63 305 — 4,142 Total Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 Predecessor For the Three Months Ended March 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 16,496 $ 6,647 $ 6,130 $ — $ 29,273 Disposal Services 2,594 321 543 — 3,458 Other Revenue 1,830 771 86 — 2,687 Total Service Revenue 20,920 7,739 6,759 — 35,418 Rental Revenue 3,365 18 422 — 3,805 Total Revenue $ 24,285 $ 7,757 $ 7,181 $ — $ 39,223 Water Transfer Services The majority of our revenues are from the removal and disposal of flowback and produced saltwater originating from oil and natural gas wells or the transportation of fresh water and saltwater to customer sites for use in drilling and hydraulic fracturing activities by trucks or through temporary or permanent water transport pipelines. 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. Revenue is 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, with revenues 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, with revenues recognized once the disposal has occurred. The performance obligation for disposal services is considered complete once the disposal occurs. Therefore, disposal services revenues are recognized at a point in time. Other Revenue Other revenue 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 Revenue We generate rental revenue 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 have excluded sales and usage-based taxes from the transaction price, rather than making a jurisdiction-by-jurisdiction assessment. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2018 and 2017 , no shares of common stock, underlying stock options, restricted stock or warrants were included in the computation of diluted earnings per common share because the inclusion of such shares would be anti-dilutive based on the net losses reported for those periods. The following table presents the calculation of basic and diluted net loss per common share, as well as the potentially dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Successor Predecessor Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (32,167 ) $ (35,962 ) Denominator: Weighted average shares—basic 11,696 150,934 Common stock equivalents — — Weighted average shares—diluted 11,696 150,934 Net loss per common share: Net loss per basic common share $ (2.75 ) $ (0.24 ) Net loss per diluted common share $ (2.75 ) $ (0.24 ) Dilutive stock-based awards excluded: Stock options — — Restricted stock awards and units 284 — Warrants — 24,277 Total 284 24,277 Anti-dilutive stock-based awards excluded: 985 593 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: Successor March 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits 594 (91 ) 503 5.9 594 (47 ) 547 6.2 $ 594 $ (91 ) $ 503 5.9 $ 594 $ (47 ) $ 547 6.2 The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Assets Held for Sale | Assets Held for Sale and Impairment During the three months ended March 31, 2018 , management approved a plan to sell certain assets located in the Southern division as a result of exiting the Eagle Ford Shale area. See Note 11 for additional details on the exit of the Eagle Ford Shale area. As a result, we began to actively market these assets, which we expect to sell within one year. In addition, management approved a plan to sell certain assets, primarily tanks, located in the Northeast division, that are expected 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 and reclassified to Assets Held for Sale during the first quarter. Upon reclassification we ceased to recognize depreciation expense on the assets. As the fair value of the assets reclassified as held for sale during the quarter was lower than its net book value, an impairment charge of $4.1 million was recognized during the three months ended March 31, 2018 . Of the $4.1 million recorded, $4.0 million relates to the Southern division and $0.1 million relates to the Northeast division, and is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Measurements Fair value represents an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy of the valuation techniques we utilized to determine such fair value included significant unobservable inputs (Level 3) and were as follows: Successor March 31, 2018 December 31, 2017 Derivative warrant liability $ 669 $ 477 Contingent consideration 500 500 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 expense, net” in the condensed consolidated statements of operations. We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Monte Carlo simulation model. The key inputs in determining our derivative warrant liability typically include our stock price, the volatility of our stock price, and the risk free interest rate. Future changes in these factors could have a significant impact on the computed fair value of the derivative warrant liability. As such, we expect future changes in the fair value of the warrants could vary significantly from quarter to quarter. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. Additionally, on the Effective Date, pursuant to the Plan we issued to the holders of our pre-Effective Date 9.875% Senior Notes due 2018 (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 by the Successor Company were also determined to be derivative liabilities. The following table provides a reconciliation of the beginning and ending balances of the Successor “Derivative warrant liability” presented in the condensed consolidated balance sheet for the three months ended March 31, 2018 , and the five months ended December 31, 2017 . Successor Three Months Ended Five Months Ended March 31, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value 192 (240 ) Balance at end of period $ 669 $ 477 Contingent Consideration We are liable for contingent consideration payments in connection with an acquisition. The fair value of the contingent consideration obligation was determined using a probability-weighted income approach at the acquisition date and is revalued at each reporting date or more frequently if circumstances dictate based on changes in the discount periods and rates, changes in the timing and amount of the revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the performance measurements upon which the obligation is based. 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 Oilfield Disposal LLC 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 expense, net” in the condensed consolidated statements of operations. The fair value measurement is based on significant inputs not observable in the market, which are referred to as Level 3 inputs. Changes to contingent consideration obligations during the three months ended March 31, 2018 and five months ended December 31, 2017, were as follows: Successor Three Months Ended Five Months Ended March 31, 2018 December 31, 2017 Balance at beginning of period $ 500 $ 1,000 Cash payments — (500 ) Balance at end of period 500 500 Less: current portion (500 ) (500 ) Long-term contingent consideration $ — $ — |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at March 31, 2018 and December 31, 2017 : Successor March 31, 2018 December 31, 2017 Accrued payroll and employee benefits $ 4,399 $ 3,304 Accrued insurance 2,374 2,701 Accrued legal 1,058 1,749 Accrued taxes 1,462 2,362 Accrued interest 148 161 Accrued operating costs 5,303 2,663 Accrued other 714 999 Total accrued liabilities $ 15,458 $ 13,939 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at March 31, 2018 and December 31, 2017 : Successor March 31, 2018 December 31, 2017 Interest Rate Maturity Date Fair Value of Debt (d) Carrying Value of Debt Carrying Value of Debt Successor Revolving Facility (a) 6.92% Aug. 2020 — — — Successor First Lien Term Loan (b) 8.92% Aug. 2020 13,750 13,750 14,285 Successor Second Lien Term Loan (b) 11.00% Feb 2021 20,856 20,856 21,000 Vehicle financings (c) 4.88% Various 3,286 3,286 3,764 Total debt $ 37,892 37,892 39,049 Less: current portion of long-term debt (5,108 ) (5,525 ) Long-term debt $ 32,784 $ 33,524 _____________________ (a) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of March 31, 2018 . (b) 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, and on or after February 7, 2018, at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. (c) Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 4.88% , which mature in varying installments between 2018 and 2020 . (d) 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. For a discussion of material changes and developments in our debt and its principal terms, see our discussion below. Indebtedness As of March 31, 2018 , we had $37.9 million of indebtedness outstanding, consisting of $13.8 million under the Successor First Lien Term Loan (as defined herein), $20.9 million under the Successor Second Lien Term Loan (as defined herein), and $3.3 million of capital leases for vehicle financings. First Lien Credit Agreement On the Effective Date, pursuant to the Plan, the Company entered into a $45.0 million First Lien Credit Agreement (the “Credit Agreement”) by and among the 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”) (i) to repay obligations outstanding under the Predecessor asset-based lending 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 March 31, 2018 , 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 a Second Lien Term Loan Credit Agreement (the “Second Lien Term Loan Agreement”) by and among the lenders party thereto (the “Second Lien Term Loan Lenders”), Wilmington Savings Fund Society, FSB, as administrative agent (the “Second Lien Term Loan Agent”) and the Company. Pursuant to the Second Lien Term Loan Agreement, the Second Lien Term Loan Lenders agreed to extend to the Company a $26.8 million second lien term loan facility (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 asset-based lending 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 March 31, 2018 , we were in compliance with all covenants. |
Derivative Warrants
Derivative Warrants | 3 Months Ended |
Mar. 31, 2018 | |
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 the 2018 Notes for new 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”), 0.1 million warrants for the exchange of the 2018 Notes for common stock, and 8.8 million warrants to the lenders under the Predecessor Term Loan. All warrants were issued with an exercise price of $0.01 and have a term of ten years. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. The following table shows the Predecessor warrant activity for the three months ended March 31, 2017: Predecessor Three Months Ended March 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (2 ) Outstanding at the end of the period 25,281 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 three months ended March 31, 2018 : Successor Three Months Ended March 31, 2018 Outstanding at the beginning of the period 118 Issued — 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 in the condensed consolidated balance sheet. The warrants are classified as a current liability in the condensed consolidated balance sheet as they could be exercised by the holders at any time. As discussed previously in Note 7 , 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 expense, net” in the condensed consolidated statement of operations. The fair value of the derivative warrant liability was estimated using the following model inputs: Successor Predecessor Period Ended March 31, 2018 2017 Exercise price $ 39.82 $ 0.01 Closing stock price $ 23.13 $ 0.24 Risk free rate 2.62 % 2.40 % Expected volatility 37.02 % 84.20 % |
Restructuring and Exit Costs
Restructuring and Exit Costs | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Exit Costs | Restructuring and Exit Costs Eagle Ford Shale Area On March 1, 2018, the Board of Directors (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. The Board considered a number of factors in making this determination, including among other things, the historical and projected financial performance of the Company’s operations in the Eagle Ford Shale area, pricing for the Company’s services, capital requirements and projected returns on additional capital investment, competition, scope and scale of the Company’s operations, and recommendations from management. As a result, the Company is in the process of exiting the Eagle Ford Shale area and has begun 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. Based upon the costs incurred in connection with the initial phases of the exit, we currently estimate the total costs of the exit to be approximately $1.2 million , $0.6 million of which we recorded in the three months ended March 31, 2018 . Additional costs are expected to be recorded in the second quarter of 2018 as they are incurred. The charges are characterized as “Other, net” in the condensed consolidated statement of operations for the three months ended March 31, 2018 . Such costs consisted of the following and all related to the Southern operating segment: Successor Three Months Ended March 31, 2018 Severance and termination benefits $ 226 Contract termination costs and exit costs 373 Total restructuring and exit costs for Eagle Ford $ 599 The remaining liability, shown below, totaled approximately $0.5 million as of March 31, 2018 and is included in Accrued liabilities in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2017 through March 31, 2018 is as follows: Employee Termination Costs (a) Lease Exit Costs (b) Other Exit Costs (c) Total Balance accrued at beginning of period - Successor $ — $ — $ — $ — Restructuring and exit-related costs 226 37 336 599 Cash payments (14 ) — (36 ) (50 ) Balance accrued at end of period - Successor $ 212 $ 37 $ 300 $ 549 _____________________ (a) Employee termination costs consist primarily of severance and related costs. (b) Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company. (c) Other exit costs include costs related to the movement of vehicles, tanks and rental fleet in connection with the exit from the Eagle Ford Shale area. Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business In March 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the Mississippian shale area and the Tuscaloosa Marine Shale logistics business. Additionally, we closed certain yards within the Northeast and Southern divisions and transferred many of the related assets to our other operating locations. The total costs of the restructuring recognized in 2015 were approximately $7.1 million , and included severance and termination benefits, lease exit costs, other exits costs related to the movement of vehicles and rental fleet, and an asset impairment charge. There were no similar restructuring or exit costs incurred during the three months ended March 31, 2018 or March 31, 2017. The remaining liability for the restructuring and exit costs incurred represents lease exit costs under non-cancellable operating leases and totaled approximately $0.1 million as of March 31, 2018 , which is included in Accrued liabilities in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2017 through March 31, 2018 is as follows: Lease Exit Costs Balance accrued at beginning of period - Successor $ 82 Cash payments (13 ) Balance accrued at end of period - Successor $ 69 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We recorded no income tax benefit or expense in the current quarter or the same quarter of the prior year. As a result, the effective income tax rate for three months ended March 31, 2018 , was 0.0% , which differs from the federal statutory benefit rate of 21.0% . The difference is primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. The effective income tax rate for the three months ended March 31, 2017 was 0.0% , which differs from the federal statutory rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. 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 (“NOL”) 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. As we are subject to a valuation allowance, there was no material impact to our tax provision at either March 31, 2018 or December 31, 2017. We have significant deferred tax assets, consisting primarily of NOLs, which have a limited life, generally expiring between the years 2031 and 2038, and capital losses, which have a five year carryforward expiring in 2020. We regularly assess the positive and negative evidence available to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income. In light of our continued ordinary losses, at March 31, 2018 we determined that our deferred tax liabilities were not sufficient to fully realize our deferred tax assets. Accordingly, a valuation allowance continues to be required against the portion of our deferred tax assets that is not offset by deferred tax liabilities. We expect our effective income tax rate to be near zero for the remainder of 2018. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
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 or after 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 initially were scheduled to vest in equal installments on the first two anniversaries of the Effective Date, but which partially vested on his Separation Date (as described below). 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, 2020. 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 were scheduled to vest in three equal installments on the date of grant, which was February 23, 2018, and the first two anniversaries of the Effective Date, but which vested in full on his Separation Date (as described below). 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 at the Company’s 2018 annual meeting. 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. The total grants awarded during the three months ended March 31, 2018 are presented in the table below: Successor Three Months Ended March 31, 2018 Stock option grants — Restricted stock grants 14 Restricted stock unit grants 1,311 Total grants in the Successor period 1,325 On March 2, 2018, the Company announced that Mr. Johnsrud was leaving the Company, effective as of March 2, 2018 (the “Separation Date”). Pursuant to a Separation Agreement and Mutual Release entered into between Mr. Johnsrud and the Company on the Separation Date, Mr. Johnsrud vested in the following: (a) 354,412 unvested TRSUs that were granted on February 22, 2018; and (b) 708,822 unvested stock options that were granted on February 23, 2018, which will remain exercisable through the first anniversary of the Separation Date. Vested restricted stock units subject to time based vesting will be settled in accordance with the terms and conditions set forth in the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan and any applicable award agreement(s). Additionally, Mr. Johnsrud will continue to hold 88,603 PRSUs that were granted on February 22, 2018 and have a performance period that began on January 1, 2018 and ends on June 30, 2018 and such PRSUs will be eligible to vest, if at all, and be settled based on actual performance achieved at the end of the performance period. All other unvested equity awards granted to Mr. Johnsrud under the Incentive Plan were canceled as of the Separation Date. 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 three months ended March 31, 2018 was as follows: Successor Three Months Ended March 31, 2018 Stock options $ (788 ) Restricted stock — Restricted stock units 11,766 Total expense $ 10,978 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”). 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 and there were no additional grants awarded during the three months ended March 31, 2017 under the 2009 plan. 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 three months ended March 31, 2017 was as follows: Predecessor Three Months Ended March 31, 2017 Stock options $ 65 Restricted stock 66 Restricted stock units 178 Total expense $ 309 |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters Environmental Liabilities We are subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. Our operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. We have installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law. We believe we are in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which we operate. We believe that there are no unrecorded liabilities as of the periods reported herein in connection with our compliance with applicable environmental laws and regulations. The condensed consolidated balance sheet at March 31, 2018 and December 31, 2017 did not include any accruals for environmental matters. Litigation There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against us, which arise in the ordinary course of business, including actions with respect to securities and shareholder class actions, personal injury, vehicular and industrial accidents, commercial contracts, legal and regulatory compliance, securities disclosure, labor and employment, and employee benefits and environmental matters, the more significant of which are summarized below. We record a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter. We believe that we have valid defenses with respect to legal matters pending against us. Based on our experience, we also believe that the damage amounts claimed in pending lawsuits are not necessarily a meaningful indicator of our potential liability. Litigation is inherently unpredictable, and it is possible that our results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against us. We do not expect that the outcome of other current claims and legal actions not discussed below will have a material adverse effect on our consolidated financial position, results of operations or cash flows. Chapter 11 Proceedings 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. Confirmation Order Appeal On July 26, 2017, David Hargreaves, an individual holder of 2018 Notes, appealed the Confirmation Order to the District Court of the District of Delaware (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 District Court has scheduled oral arguments for the pending appeal on May 14, 2018. The ultimate outcome of this appeal and its effects on the Confirmation Order are impossible to predict with certainty. No assurance can be given that the appeal will not affect the finality, validity and enforceability of the Confirmation Order. |
Related Party and Affiliated Co
Related Party and Affiliated Company Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party and Affiliated Company Transactions | Related Party and Affiliated Company Transactions There have been no significant changes to the other related party transactions as described in Note 21 to the consolidated financial statements in our 2017 Annual Report on Form 10-K. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments | Segments We evaluate business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. Our shale solutions business is comprised of three operating divisions, which we consider to be operating and reportable segments of our operations: (1) the Northeast division comprising the Marcellus and Utica Shale areas, (2) the Southern division comprising the Haynesville and Eagle Ford Shale (recently closed) areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and certain other corporate assets. Financial information for our reportable segments related to operations is presented below. Rocky Mountain Northeast Southern (b) Corporate/ Other Total Three months ended March 31, 2018 - Successor Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 Direct operating expenses 26,346 7,814 7,467 — 41,627 General and administrative expenses 1,276 762 578 16,704 19,320 Depreciation and amortization 6,289 4,306 4,124 25 14,744 Operating loss (3,141 ) (3,838 ) (7,044 ) (16,729 ) (30,752 ) Reorganization items, net — 1 — (93 ) (92 ) Loss before income taxes (3,202 ) (3,899 ) (7,111 ) (17,955 ) (32,167 ) As of March 31, 2018 - Successor Total assets (a) 131,530 49,396 100,583 10,914 292,423 Three months ended March 31, 2017 - Predecessor Revenue 24,285 7,757 7,181 — 39,223 Direct operating expenses 21,232 7,957 5,100 — 34,289 General and administrative expenses 1,947 769 1,031 8,612 12,359 Depreciation and amortization 6,785 2,513 3,519 54 12,871 Operating loss (5,679 ) (3,482 ) (2,469 ) (8,666 ) (20,296 ) Loss before income taxes (5,701 ) (3,602 ) (2,527 ) (24,132 ) (35,962 ) As of December 31, 2017 - Successor Total assets (a) 137,213 54,218 111,457 8,434 311,322 _____________________ (a) Total assets exclude intercompany receivables eliminated in consolidation. (b) Includes Eagle Ford Shale area. See Note 11 for a discussion regarding the Company’s plan to close its business operations in the Eagle Ford Shale area by the end of the second quarter of fiscal 2018. |
Subsidiary Guarantors
Subsidiary Guarantors | 3 Months Ended |
Mar. 31, 2018 | |
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”) for the three months ended March 31, 2017 . CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 39,223 $ — $ 39,223 Costs and expenses: Direct operating expenses — 34,289 — 34,289 General and administrative expenses 8,612 3,747 — 12,359 Depreciation and amortization 54 12,817 — 12,871 Total costs and expenses 8,666 50,853 — 59,519 Operating loss (8,666 ) (11,630 ) — (20,296 ) Interest expense, net (13,948 ) (260 ) — (14,208 ) Other (loss) income, net (1,518 ) 66 — (1,452 ) (Loss) income from equity investments (11,830 ) (6 ) 11,830 (6 ) (Loss) income before income taxes (35,962 ) (11,830 ) 11,830 (35,962 ) Income tax expense — — — — Net (loss) income $ (35,962 ) $ (11,830 ) $ 11,830 $ (35,962 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ (9,717 ) $ 2,431 $ (7,286 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 371 371 Purchase of property, plant and equipment — (1,029 ) (1,029 ) Net cash used in investing activities — (658 ) (658 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 48,536 — 48,536 Payments on Predecessor revolving credit facility (40,006 ) — (40,006 ) Payments on vehicle financing and other financing activities (7 ) (1,461 ) (1,468 ) Net cash provided by (used in) financing activities 8,523 (1,461 ) 7,062 Net (decrease) increase in cash (1,194 ) 312 (882 ) Cash, cash equivalents and restricted cash - beginning of period 2,217 197 2,414 Cash, cash equivalents and restricted cash - end of period $ 1,023 $ 509 $ 1,532 |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Our condensed consolidated balance sheet as of December 31, 2017 , included herein, has been derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (or “GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 16, 2018 (as amended on April 19, 2018, the “2017 Annual Report on Form 10-K”). All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted. Unless stated otherwise, any reference to statement of operations items in these accompanying condensed consolidated financial statements refers to results from continuing operations. |
Recently Adopted/Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (or “FASB”) issued Accounting Standards Update (or “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. See Note 3 for further information on the new standard. 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 adopted this pronouncement for our fiscal year beginning January 1, 2018, which did not 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 and is to be applied retrospectively. The adoption of this guidance did not 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. There have been no other material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in our 2017 Annual Report on Form 10-K. 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 2016-09 is permitted. While we are currently assessing the impact ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under non-cancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019. |
Revenue Recognition | Revenue Recognition Revenues are generated upon the performance of contracted services under formal and informal contracts with customers. Revenues are recognized when the contracted services for our customers are completed in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and usage-based taxes are excluded from revenues. Payment is due when the contracted services are completed in accordance with the payment terms established with each customer prior to providing any services. As such, there is no significant financing component for any of our revenues. Some of our contracts with customers involve multiple performance obligations as we are providing more than one service under the same contract, such as water transfer services and disposal services. However, our core service offerings are capable of being distinct and also are distinct within the context of contracts with our customers. As such, these services represent separate performance obligations when included in a single contract. We have standalone pricing for all of our services which is negotiated with each of our customers in advance of providing the service. The contract consideration is allocated to the individual performance obligations based upon the standalone selling price of each service, and no discount is offered for a bundled services offering. Water Transfer Services The majority of our revenues are from the removal and disposal of flowback and produced saltwater originating from oil and natural gas wells or the transportation of fresh water and saltwater to customer sites for use in drilling and hydraulic fracturing activities by trucks or through temporary or permanent water transport pipelines. 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. Revenue is 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, with revenues 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, with revenues recognized once the disposal has occurred. The performance obligation for disposal services is considered complete once the disposal occurs. Therefore, disposal services revenues are recognized at a point in time. Other Revenue Other revenue 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 Revenue We generate rental revenue 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 have excluded sales and usage-based taxes from the transaction price, rather than making a jurisdiction-by-jurisdiction assessment. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following tables present our revenues disaggregated by revenue source for each reportable segment for the three months ended March 31, 2018 and March 31, 2017: Successor For the Three Months Ended March 31, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,260 $ 8,019 $ 8,111 $ — $ 37,390 Disposal Services 3,612 777 1,236 — 5,625 Other Revenue 2,124 254 134 — 2,512 Total Service Revenue 26,996 9,050 9,481 — 45,527 Rental Revenue 3,774 63 305 — 4,142 Total Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 Predecessor For the Three Months Ended March 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 16,496 $ 6,647 $ 6,130 $ — $ 29,273 Disposal Services 2,594 321 543 — 3,458 Other Revenue 1,830 771 86 — 2,687 Total Service Revenue 20,920 7,739 6,759 — 35,418 Rental Revenue 3,365 18 422 — 3,805 Total Revenue $ 24,285 $ 7,757 $ 7,181 $ — $ 39,223 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per common share, 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 Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (32,167 ) $ (35,962 ) Denominator: Weighted average shares—basic 11,696 150,934 Common stock equivalents — — Weighted average shares—diluted 11,696 150,934 Net loss per common share: Net loss per basic common share $ (2.75 ) $ (0.24 ) Net loss per diluted common share $ (2.75 ) $ (0.24 ) Dilutive stock-based awards excluded: Stock options — — Restricted stock awards and units 284 — Warrants — 24,277 Total 284 24,277 Anti-dilutive stock-based awards excluded: 985 593 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: Successor March 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits 594 (91 ) 503 5.9 594 (47 ) 547 6.2 $ 594 $ (91 ) $ 503 5.9 $ 594 $ (47 ) $ 547 6.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of the Valuation Techniques | Assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy of the valuation techniques we utilized to determine such fair value included significant unobservable inputs (Level 3) and were as follows: Successor March 31, 2018 December 31, 2017 Derivative warrant liability $ 669 $ 477 Contingent consideration 500 500 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the Successor “Derivative warrant liability” presented in the condensed consolidated balance sheet for the three months ended March 31, 2018 , and the five months ended December 31, 2017 . Successor Three Months Ended Five Months Ended March 31, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value 192 (240 ) Balance at end of period $ 669 $ 477 The following table shows the Predecessor warrant activity for the three months ended March 31, 2017: Predecessor Three Months Ended March 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (2 ) Outstanding at the end of the period 25,281 The following table shows the Successor warrant activity for the three months ended March 31, 2018 : Successor Three Months Ended March 31, 2018 Outstanding at the beginning of the period 118 Issued — Exercised — Outstanding at the end of the period 118 |
Changes to Contingent Consideration | Changes to contingent consideration obligations during the three months ended March 31, 2018 and five months ended December 31, 2017, were as follows: Successor Three Months Ended Five Months Ended March 31, 2018 December 31, 2017 Balance at beginning of period $ 500 $ 1,000 Cash payments — (500 ) Balance at end of period 500 500 Less: current portion (500 ) (500 ) Long-term contingent consideration $ — $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following at March 31, 2018 and December 31, 2017 : Successor March 31, 2018 December 31, 2017 Accrued payroll and employee benefits $ 4,399 $ 3,304 Accrued insurance 2,374 2,701 Accrued legal 1,058 1,749 Accrued taxes 1,462 2,362 Accrued interest 148 161 Accrued operating costs 5,303 2,663 Accrued other 714 999 Total accrued liabilities $ 15,458 $ 13,939 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at March 31, 2018 and December 31, 2017 : Successor March 31, 2018 December 31, 2017 Interest Rate Maturity Date Fair Value of Debt (d) Carrying Value of Debt Carrying Value of Debt Successor Revolving Facility (a) 6.92% Aug. 2020 — — — Successor First Lien Term Loan (b) 8.92% Aug. 2020 13,750 13,750 14,285 Successor Second Lien Term Loan (b) 11.00% Feb 2021 20,856 20,856 21,000 Vehicle financings (c) 4.88% Various 3,286 3,286 3,764 Total debt $ 37,892 37,892 39,049 Less: current portion of long-term debt (5,108 ) (5,525 ) Long-term debt $ 32,784 $ 33,524 _____________________ (a) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of March 31, 2018 . (b) 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, and on or after February 7, 2018, at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the Successor “Derivative warrant liability” presented in the condensed consolidated balance sheet for the three months ended March 31, 2018 , and the five months ended December 31, 2017 . Successor Three Months Ended Five Months Ended March 31, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value 192 (240 ) Balance at end of period $ 669 $ 477 The following table shows the Predecessor warrant activity for the three months ended March 31, 2017: Predecessor Three Months Ended March 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (2 ) Outstanding at the end of the period 25,281 The following table shows the Successor warrant activity for the three months ended March 31, 2018 : Successor Three Months Ended March 31, 2018 Outstanding at the beginning of the period 118 Issued — 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 March 31, 2018 2017 Exercise price $ 39.82 $ 0.01 Closing stock price $ 23.13 $ 0.24 Risk free rate 2.62 % 2.40 % Expected volatility 37.02 % 84.20 % |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Such costs consisted of the following and all related to the Southern operating segment: Successor Three Months Ended March 31, 2018 Severance and termination benefits $ 226 Contract termination costs and exit costs 373 Total restructuring and exit costs for Eagle Ford $ 599 A rollforward of the liability from December 31, 2017 through March 31, 2018 is as follows: Employee Termination Costs (a) Lease Exit Costs (b) Other Exit Costs (c) Total Balance accrued at beginning of period - Successor $ — $ — $ — $ — Restructuring and exit-related costs 226 37 336 599 Cash payments (14 ) — (36 ) (50 ) Balance accrued at end of period - Successor $ 212 $ 37 $ 300 $ 549 _____________________ (a) Employee termination costs consist primarily of severance and related costs. (b) Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company. (c) Other exit costs include costs related to the movement of vehicles, tanks and rental fleet in connection with the exit from the Eagle Ford Shale area. A rollforward of the liability from December 31, 2017 through March 31, 2018 is as follows: Lease Exit Costs Balance accrued at beginning of period - Successor $ 82 Cash payments (13 ) Balance accrued at end of period - Successor $ 69 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | 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 three months ended March 31, 2017 was as follows: Predecessor Three Months Ended March 31, 2017 Stock options $ 65 Restricted stock 66 Restricted stock units 178 Total expense $ 309 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 three months ended March 31, 2018 was as follows: Successor Three Months Ended March 31, 2018 Stock options $ (788 ) Restricted stock — Restricted stock units 11,766 Total expense $ 10,978 The total grants awarded during the three months ended March 31, 2018 are presented in the table below: Successor Three Months Ended March 31, 2018 Stock option grants — Restricted stock grants 14 Restricted stock unit grants 1,311 Total grants in the Successor period 1,325 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Financial Information for Reportable Segments | Financial information for our reportable segments related to operations is presented below. Rocky Mountain Northeast Southern (b) Corporate/ Other Total Three months ended March 31, 2018 - Successor Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 Direct operating expenses 26,346 7,814 7,467 — 41,627 General and administrative expenses 1,276 762 578 16,704 19,320 Depreciation and amortization 6,289 4,306 4,124 25 14,744 Operating loss (3,141 ) (3,838 ) (7,044 ) (16,729 ) (30,752 ) Reorganization items, net — 1 — (93 ) (92 ) Loss before income taxes (3,202 ) (3,899 ) (7,111 ) (17,955 ) (32,167 ) As of March 31, 2018 - Successor Total assets (a) 131,530 49,396 100,583 10,914 292,423 Three months ended March 31, 2017 - Predecessor Revenue 24,285 7,757 7,181 — 39,223 Direct operating expenses 21,232 7,957 5,100 — 34,289 General and administrative expenses 1,947 769 1,031 8,612 12,359 Depreciation and amortization 6,785 2,513 3,519 54 12,871 Operating loss (5,679 ) (3,482 ) (2,469 ) (8,666 ) (20,296 ) Loss before income taxes (5,701 ) (3,602 ) (2,527 ) (24,132 ) (35,962 ) As of December 31, 2017 - Successor Total assets (a) 137,213 54,218 111,457 8,434 311,322 _____________________ (a) Total assets exclude intercompany receivables eliminated in consolidation. (b) Includes Eagle Ford Shale area. See Note 11 for a discussion regarding the Company’s plan to close its business operations in the Eagle Ford Shale area by the end of the second quarter of fiscal 2018. |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 39,223 $ — $ 39,223 Costs and expenses: Direct operating expenses — 34,289 — 34,289 General and administrative expenses 8,612 3,747 — 12,359 Depreciation and amortization 54 12,817 — 12,871 Total costs and expenses 8,666 50,853 — 59,519 Operating loss (8,666 ) (11,630 ) — (20,296 ) Interest expense, net (13,948 ) (260 ) — (14,208 ) Other (loss) income, net (1,518 ) 66 — (1,452 ) (Loss) income from equity investments (11,830 ) (6 ) 11,830 (6 ) (Loss) income before income taxes (35,962 ) (11,830 ) 11,830 (35,962 ) Income tax expense — — — — Net (loss) income $ (35,962 ) $ (11,830 ) $ 11,830 $ (35,962 ) |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ (9,717 ) $ 2,431 $ (7,286 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 371 371 Purchase of property, plant and equipment — (1,029 ) (1,029 ) Net cash used in investing activities — (658 ) (658 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 48,536 — 48,536 Payments on Predecessor revolving credit facility (40,006 ) — (40,006 ) Payments on vehicle financing and other financing activities (7 ) (1,461 ) (1,468 ) Net cash provided by (used in) financing activities 8,523 (1,461 ) 7,062 Net (decrease) increase in cash (1,194 ) 312 (882 ) Cash, cash equivalents and restricted cash - beginning of period 2,217 197 2,414 Cash, cash equivalents and restricted cash - end of period $ 1,023 $ 509 $ 1,532 |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 45,527 | |
Rental revenue | 4,142 | |
Total revenue | $ 49,669 | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from construction and maintenance projects period (in months) | 2 months | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from construction and maintenance projects period (in months) | 3 months | |
Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 0 | |
Rental revenue | 0 | |
Total revenue | 0 | |
Water Transfer Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 37,390 | |
Water Transfer Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Disposal Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 5,625 | |
Disposal Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 2,512 | |
Other Revenue | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Rocky Mountain | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 26,996 | |
Rental revenue | 3,774 | |
Total revenue | 30,770 | |
Rocky Mountain | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 21,260 | |
Rocky Mountain | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 3,612 | |
Rocky Mountain | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 2,124 | |
Northeast | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 9,050 | |
Rental revenue | 63 | |
Total revenue | 9,113 | |
Northeast | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 8,019 | |
Northeast | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 777 | |
Northeast | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 254 | |
Southern | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 9,481 | |
Rental revenue | 305 | |
Total revenue | 9,786 | |
Southern | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 8,111 | |
Southern | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 1,236 | |
Southern | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 134 | |
Predecessor | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 35,418 | |
Rental revenue | 3,805 | |
Total revenue | 39,223 | |
Predecessor | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Rental revenue | 0 | |
Total revenue | 0 | |
Predecessor | Water Transfer Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 29,273 | |
Predecessor | Water Transfer Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Predecessor | Disposal Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 3,458 | |
Predecessor | Disposal Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Predecessor | Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 2,687 | |
Predecessor | Other Revenue | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | |
Predecessor | Rocky Mountain | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 20,920 | |
Rental revenue | 3,365 | |
Total revenue | 24,285 | |
Predecessor | Rocky Mountain | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 16,496 | |
Predecessor | Rocky Mountain | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 2,594 | |
Predecessor | Rocky Mountain | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 1,830 | |
Predecessor | Northeast | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 7,739 | |
Rental revenue | 18 | |
Total revenue | 7,757 | |
Predecessor | Northeast | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 6,647 | |
Predecessor | Northeast | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 321 | |
Predecessor | Northeast | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 771 | |
Predecessor | Southern | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 6,759 | |
Rental revenue | 422 | |
Total revenue | 7,181 | |
Predecessor | Southern | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 6,130 | |
Predecessor | Southern | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 543 | |
Predecessor | Southern | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 86 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents (in shares) | 0 | 0 |
- Earnings Per Common Share (De
- Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss | $ (32,167) | |
Denominator: | ||
Weighted average shares—basic (in shares) | 11,696,000 | |
Common stock equivalents (in shares) | 0 | 0 |
Weighted average shares—diluted (in shares) | 11,696,000 | |
Net loss per common share: | ||
Net loss per basic common share (usd per share) | $ (2.75) | |
Net loss per diluted common share (usd per share) | $ (2.75) | |
Dilutive stock-based awards excluded: | ||
Stock options (in shares) | 0 | |
Restricted stock awards and units (in shares) | 284,000 | |
Warrants (in shares) | 0 | |
Total (in shares) | 284,000 | |
Antidilutive stock-based awards excluded (in shares) | 985,000 | |
Predecessor | ||
Numerator: | ||
Net loss | $ (35,962) | |
Denominator: | ||
Weighted average shares—basic (in shares) | 150,934,000 | |
Common stock equivalents (in shares) | 0 | |
Weighted average shares—diluted (in shares) | 150,934,000 | |
Net loss per common share: | ||
Net loss per basic common share (usd per share) | $ (0.24) | |
Net loss per diluted common share (usd per share) | $ (0.24) | |
Dilutive stock-based awards excluded: | ||
Stock options (in shares) | 0 | |
Restricted stock awards and units (in shares) | 0 | |
Warrants (in shares) | 24,277,000 | |
Total (in shares) | 24,277,000 | |
Antidilutive stock-based awards excluded (in shares) | 593,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 594 | $ 594 |
Accumulated Amortization | (91) | (47) |
Net | $ 503 | $ 547 |
Remaining Useful Life (Years) | 5 years 10 months 24 days | 6 years 2 months |
Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 594 | $ 594 |
Accumulated Amortization | (91) | (47) |
Net | $ 503 | $ 547 |
Remaining Useful Life (Years) | 5 years 10 months 24 days | 6 years 2 months |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Line Items] | |
Impairment of assets to be disposed of | $ 4.1 |
Southern | |
Goodwill [Line Items] | |
Impairment of assets to be disposed of | 4 |
Northeast | |
Goodwill [Line Items] | |
Impairment of assets to be disposed of | $ 0.1 |
Fair Value Measurements - Measu
Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Liabilities: | |||
Derivative warrant liability | $ 669 | $ 477 | $ 0 |
Contingent consideration | $ 500 | $ 500 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Warrant Liability (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2017USD ($)warrants$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | ||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | ||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||
Balance at beginning of period | $ 477 | $ 0 | |
Issuance of warrants | 0 | 717 | |
Adjustments to estimated fair value | 192 | (240) | |
Balance at end of period | $ 0 | $ 669 | $ 477 |
2018 Notes | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Interest rate | 9.875% |
Fair Value Measurements - Chang
Fair Value Measurements - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands | Jul. 11, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 28, 2017 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Less: current portion | $ (500) | $ (500) | ||
Contingent consideration | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | 500 | 1,000 | ||
Liability settlements | 0 | (500) | ||
Balance at end of period | 500 | 500 | ||
Less: current portion | (500) | (500) | ||
Long-term contingent consideration | $ 0 | $ 0 | ||
Chapter 11 Bankruptcy | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Amount to be transferred upon emergence from Chapter 11 | $ 500 | |||
Amount to be transferred when required permits are delivered | $ 500 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Long-term contingent consideration | $ 8,500 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 4,399 | $ 3,304 |
Accrued insurance | 2,374 | 2,701 |
Accrued legal | 1,058 | 1,749 |
Accrued taxes | 1,462 | 2,362 |
Accrued interest | 148 | 161 |
Accrued operating costs | 5,303 | 2,663 |
Accrued other | 714 | 999 |
Total accrued liabilities | $ 15,458 | $ 13,939 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | |
Debt Instrument [Line Items] | |||
Fair Value of Debt | $ 37,892,000 | ||
Carrying Value of Debt | 37,892,000 | $ 39,049,000 | |
Less: current portion of long-term debt | (5,108,000) | (5,525,000) | |
Long-term debt | 32,784,000 | 33,524,000 | |
Successor Second Lien Term Loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 26,800,000 | ||
Interest rate payable in cash | 5.50% | ||
Interest rate payable in kind | 5.50% | ||
ACF FinCo I, LP | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | $ 30,000,000 | |
Successor Revolving Facility | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 6.92% | ||
Fair Value of Debt | $ 0 | ||
Carrying Value of Debt | $ 0 | 0 | |
Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 8.92% | ||
Fair Value of Debt | $ 13,750,000 | ||
Carrying Value of Debt | $ 13,750,000 | 14,285,000 | |
Successor First Lien Term Loan | ACF FinCo I, LP | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | ||
Successor Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 11.00% | ||
Fair Value of Debt | $ 20,856,000 | ||
Carrying Value of Debt | $ 20,856,000 | 21,000,000 | |
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Weighted-average interest rate | 4.88% | ||
Fair Value of Debt | $ 3,286,000 | ||
Carrying Value of Debt | $ 3,286,000 | $ 3,764,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 37,892,000 | $ 39,049,000 | |
Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 13,750,000 | 14,285,000 | |
Variable interest rate | 8.92% | ||
Successor Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 20,856,000 | 21,000,000 | |
Variable interest rate | 11.00% | ||
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 3,286,000 | 3,764,000 | |
Successor Revolving Facility | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 0 | $ 0 | |
Variable interest rate | 6.92% | ||
Appalachian Water Services | Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 3,300,000 | ||
First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit agreement, accordion feature | $ 20,000,000 | ||
LIBOR | First Lien Credit Agreement | Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 7.25% | ||
Line of Credit | Successor Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 26,800,000 | ||
Installment payment amount | $ 263,200 | ||
Increase in interest rate in event of default (percent) | 3.00% | ||
Proceeds from revolving credit facility | $ 21,100,000 | ||
Additional borrowings available at request | $ 5,700,000 | ||
Interest rate | 11.00% | ||
Interest rate payable in cash | 5.50% | ||
Interest rate payable in kind | 5.50% | ||
Line of Credit | ACF FinCo I, LP | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 45,000,000 | ||
Installment payment amount | $ 178,600 | ||
Increase in interest rate in event of default (percent) | 3.00% | ||
Line of Credit | ACF FinCo I, LP | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 30,000,000 | $ 30,000,000 | |
Line of Credit | ACF FinCo I, LP | Revolving Credit Facility | Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 15,000,000 | ||
Line of Credit | ACF FinCo I, LP | LIBOR | First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 5.25% |
Derivative Warrants - Additiona
Derivative Warrants - Additional Information (Details) shares in Millions | Jul. 31, 2017warrants$ / shares | Dec. 31, 2016$ / sharesshares | Mar. 31, 2018$ / shares |
Derivative [Line Items] | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | ||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | ||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | ||
2021 Notes | Minimum | |||
Derivative [Line Items] | |||
Interest rate | 10.00% | ||
2021 Notes | Maximum | |||
Derivative [Line Items] | |||
Interest rate | 12.50% | ||
Warrant | |||
Derivative [Line Items] | |||
Warrants issued during period (shares) | 26.4 | ||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 0.01 | ||
Class of warrant or right, term | 10 years | ||
Warrant | Common Class A | |||
Derivative [Line Items] | |||
Warrants issued during period (shares) | 0.1 | ||
Warrant | 2021 Notes | |||
Derivative [Line Items] | |||
Warrants issued during period (shares) | 17.5 | ||
Warrant | Term Loan | |||
Derivative [Line Items] | |||
Warrants issued during period (shares) | 8.8 |
Derivative Warrants - Warrants
Derivative Warrants - Warrants Outstanding Reconciliation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 5 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Issued | $ 0 | $ 717 | |
Warrant | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Outstanding at the beginning of the period | 118 | ||
Issued | $ 0 | ||
Exercised | $ 0 | ||
Outstanding at the end of the period | 118 | 118 | |
Predecessor | Warrant | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Outstanding at the beginning of the period | 25,283 | ||
Issued | $ 0 | ||
Exercised | $ (2) | ||
Outstanding at the end of the period | 25,281 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Jul. 31, 2017 | |
Class of Warrant or Right [Line Items] | |||
Exercise price (in USD per warrant) | $ 39.82 | $ 39.82 | |
Closing stock price (in USD per share) | $ 23.13 | ||
Risk free rate | 2.62% | ||
Expected volatility | 37.02% | ||
Predecessor | |||
Class of Warrant or Right [Line Items] | |||
Exercise price (in USD per warrant) | $ 0.01 | ||
Closing stock price (in USD per share) | $ 0.24 | ||
Risk free rate | 2.40% | ||
Expected volatility | 84.20% |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | |
Eagle Ford Shale Area | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | $ 1,200,000 | |||
Total restructuring and exit costs for Eagle Ford | 599,000 | |||
Restructuring reserve | 549,000 | $ 0 | ||
Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and exit costs for Eagle Ford | 0 | $ 0 | $ 7,100,000 | |
Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business | Accrued Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | $ 100,000 |
Restructuring and Exit Costs 50
Restructuring and Exit Costs - Schedule of Restructuring Costs (Details) - Eagle Ford Shale Area $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Severance and termination benefits | $ 226 |
Contract termination costs and exit costs | 373 |
Total restructuring and exit costs for Eagle Ford | $ 599 |
Restructuring and Exit Costs 51
Restructuring and Exit Costs - Liability Rollforward (Details) - Eagle Ford Shale Area $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance accrued at beginning of period - Successor | $ 0 |
Restructuring Charges | 599 |
Cash payments | (50) |
Balance accrued at end of period - Successor | 549 |
Employee Termination Costs | |
Restructuring Cost and Reserve [Line Items] | |
Balance accrued at beginning of period - Successor | 0 |
Restructuring Charges | 226 |
Cash payments | (14) |
Balance accrued at end of period - Successor | 212 |
Lease Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Balance accrued at beginning of period - Successor | 0 |
Restructuring Charges | 37 |
Cash payments | 0 |
Balance accrued at end of period - Successor | 37 |
Other Exit Costs | |
Restructuring Cost and Reserve [Line Items] | |
Balance accrued at beginning of period - Successor | 0 |
Restructuring Charges | 336 |
Cash payments | (36) |
Balance accrued at end of period - Successor | $ 300 |
Restructuring and Exit Costs 52
Restructuring and Exit Costs - Restructuring Reserve (Details) - Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business - Facility Closing $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Cash payments | $ (13) |
Balance accrued at end of period - Successor | 69 |
Predecessor | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at beginning of period - Successor | $ 82 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate | 0.00% | 0.00% | |
Federal statutory rate | 21.00% | 35.00% | |
Scenario, Forecast | |||
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate | 0.00% |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 23, 2018 | Feb. 22, 2018 | Jul. 31, 2017 | Mar. 02, 2018 |
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 | |||
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 | |||
2017 Long Term 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 | |||
Chief Executive Officer | Stock options, 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 | |||
Options awarded to purchase common stock (in shares) | 354,411 | |||
Exercise price (in dollars per share) | $ 37.03 | |||
Chief Executive Officer | Stock options, 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 | |||
Options awarded to purchase common stock (in shares) | 354,411 | |||
Exercise price (in dollars per share) | $ 41.31 | |||
Chief Executive Officer | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded to purchase common stock (in shares) | 88,603 | 354,412 | ||
Chief Executive Officer | Performance-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded to purchase common stock (in shares) | 531,618 | |||
Chief Executive Officer | Time-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 531,618 | |||
Chief Executive Officer | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded to purchase common stock (in shares) | 708,822 | |||
Chief Executive Officer | Share-based Compensation Award, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anniversary vesting installments (percent) | 33.33% | 33.33% | ||
Chief Executive Officer | Share-based Compensation Award, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anniversary vesting installments (percent) | 33.33% | 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% | 33.33% | ||
Chief Financial Officer | Performance-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded to purchase common stock (in shares) | 62,022 | |||
Chief Financial Officer | Time-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 62,022 | |||
Chief Financial Officer | Share-based Compensation Award, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anniversary vesting installments (percent) | 33.33% | |||
Chief Financial Officer | Share-based Compensation Award, Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anniversary vesting installments (percent) | 33.33% | |||
Chief Financial Officer | Share-based Compensation Award, Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Anniversary vesting installments (percent) | 33.33% | |||
Chief Legal Officer | Performance-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded to purchase common stock (in shares) | 62,022 | |||
Chief Legal Officer | Time-based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares granted (in shares) | 62,022 |
- Share-based Compensation (Det
- Share-based Compensation (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grants (in shares) | 1,325 | |
Stock-based compensation (in shares) | $ 10,978 | |
Predecessor | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (in shares) | $ 309 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants (in shares) | 0 | |
Stock options | Predecessor | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (in shares) | $ (788) | 65 |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 14 | |
Restricted stock | Predecessor | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation (in shares) | $ 0 | 66 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants in period (in shares) | 1,311 | |
Restricted stock units | Predecessor | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units (in shares) | $ 11,766 | $ 178 |
Segments - Additional Informat
Segments - Additional Information (Detail) | Mar. 31, 2018operating_division |
Segment Reporting [Abstract] | |
Number of operating divisions | 3 |
Segments - Financial Informati
Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 49,669 | ||
Direct operating expenses | 41,627 | ||
General and administrative expenses | 19,320 | ||
Depreciation and amortization | 14,744 | ||
Operating loss | (30,752) | ||
Reorganization items, net | (92) | ||
Loss before income taxes | (32,167) | ||
Total assets | 292,423 | $ 311,322 | |
Operating Segments | Rocky Mountain | |||
Segment Reporting Information [Line Items] | |||
Revenue | 30,770 | ||
Direct operating expenses | 26,346 | ||
General and administrative expenses | 1,276 | ||
Depreciation and amortization | 6,289 | ||
Operating loss | (3,141) | ||
Reorganization items, net | 0 | ||
Loss before income taxes | (3,202) | ||
Total assets | 131,530 | 137,213 | |
Operating Segments | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 9,113 | ||
Direct operating expenses | 7,814 | ||
General and administrative expenses | 762 | ||
Depreciation and amortization | 4,306 | ||
Operating loss | (3,838) | ||
Reorganization items, net | 1 | ||
Loss before income taxes | (3,899) | ||
Total assets | 49,396 | 54,218 | |
Operating Segments | Southern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 9,786 | ||
Direct operating expenses | 7,467 | ||
General and administrative expenses | 578 | ||
Depreciation and amortization | 4,124 | ||
Operating loss | (7,044) | ||
Reorganization items, net | 0 | ||
Loss before income taxes | (7,111) | ||
Total assets | 100,583 | 111,457 | |
Corporate/ Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | ||
Direct operating expenses | 0 | ||
General and administrative expenses | 16,704 | ||
Depreciation and amortization | 25 | ||
Operating loss | (16,729) | ||
Reorganization items, net | (93) | ||
Loss before income taxes | (17,955) | ||
Total assets | $ 10,914 | $ 8,434 | |
Predecessor | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 39,223 | ||
Direct operating expenses | 34,289 | ||
General and administrative expenses | 12,359 | ||
Depreciation and amortization | 12,871 | ||
Operating loss | (20,296) | ||
Reorganization items, net | 0 | ||
Loss before income taxes | (35,962) | ||
Predecessor | Operating Segments | Rocky Mountain | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,285 | ||
Direct operating expenses | 21,232 | ||
General and administrative expenses | 1,947 | ||
Depreciation and amortization | 6,785 | ||
Operating loss | (5,679) | ||
Loss before income taxes | (5,701) | ||
Predecessor | Operating Segments | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,757 | ||
Direct operating expenses | 7,957 | ||
General and administrative expenses | 769 | ||
Depreciation and amortization | 2,513 | ||
Operating loss | (3,482) | ||
Loss before income taxes | (3,602) | ||
Predecessor | Operating Segments | Southern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,181 | ||
Direct operating expenses | 5,100 | ||
General and administrative expenses | 1,031 | ||
Depreciation and amortization | 3,519 | ||
Operating loss | (2,469) | ||
Loss before income taxes | (2,527) | ||
Predecessor | Corporate/ Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | ||
Direct operating expenses | 0 | ||
General and administrative expenses | 8,612 | ||
Depreciation and amortization | 54 | ||
Operating loss | (8,666) | ||
Loss before income taxes | $ (24,132) |
Subsidiary Guarantors - Additi
Subsidiary Guarantors - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Guarantor Subsidiaries | |
Condensed Financial Statements, Captions [Line Items] | |
Subsidiary ownership percentage | 100.00% |
Subsidiary Guarantors - Conden
Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 49,669 | |
Costs and expenses: | ||
Direct operating expenses | 41,627 | |
General and administrative expenses | 19,320 | |
Depreciation and amortization | 14,744 | |
Total costs and expenses | 80,421 | |
Operating loss | (30,752) | |
Interest expense, net | (1,250) | |
Loss before income taxes | (32,167) | |
Income tax expense | 0 | |
Net loss | $ (32,167) | |
Predecessor | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 39,223 | |
Costs and expenses: | ||
Direct operating expenses | 34,289 | |
General and administrative expenses | 12,359 | |
Depreciation and amortization | 12,871 | |
Total costs and expenses | 59,519 | |
Operating loss | (20,296) | |
Interest expense, net | (14,208) | |
Other income, net | (1,452) | |
(Loss) income from equity investments | (6) | |
Loss before income taxes | (35,962) | |
Income tax expense | 0 | |
Net loss | (35,962) | |
Predecessor | Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | |
Costs and expenses: | ||
Direct operating expenses | 0 | |
General and administrative expenses | 8,612 | |
Depreciation and amortization | 54 | |
Total costs and expenses | 8,666 | |
Operating loss | (8,666) | |
Interest expense, net | (13,948) | |
Other income, net | (1,518) | |
(Loss) income from equity investments | (11,830) | |
Loss before income taxes | (35,962) | |
Income tax expense | 0 | |
Net loss | (35,962) | |
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 39,223 | |
Costs and expenses: | ||
Direct operating expenses | 34,289 | |
General and administrative expenses | 3,747 | |
Depreciation and amortization | 12,817 | |
Total costs and expenses | 50,853 | |
Operating loss | (11,630) | |
Interest expense, net | (260) | |
Other income, net | 66 | |
(Loss) income from equity investments | (6) | |
Loss before income taxes | (11,830) | |
Income tax expense | 0 | |
Net loss | (11,830) | |
Predecessor | Consolidation, Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | |
Costs and expenses: | ||
Direct operating expenses | 0 | |
General and administrative expenses | 0 | |
Depreciation and amortization | 0 | |
Total costs and expenses | 0 | |
Operating loss | 0 | |
Interest expense, net | 0 | |
Other income, net | 0 | |
(Loss) income from equity investments | 11,830 | |
Loss before income taxes | 11,830 | |
Income tax expense | 0 | |
Net loss | $ 11,830 |
Subsidiary Guarantors - Cond60
Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | $ (7,253) | |
Cash flows from investing activities: | ||
Proceeds from the sale of property and equipment | 11,881 | |
Purchase of property, plant and equipment | (3,380) | |
Net cash provided by (used in) investing activities | 8,576 | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 0 | |
Payments on Predecessor revolving credit facility | 0 | |
Payments on vehicle financing and other financing activities | (456) | |
Net cash (used in) provided by financing activities | (1,935) | |
Net decrease in cash, cash equivalents and restricted cash | (612) | |
Cash, cash equivalents and restricted cash - beginning of period | 6,784 | |
Cash, cash equivalents and restricted cash- end of period | $ 6,172 | |
Predecessor | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | $ (7,286) | |
Cash flows from investing activities: | ||
Proceeds from the sale of property and equipment | 371 | |
Purchase of property, plant and equipment | (1,029) | |
Net cash provided by (used in) investing activities | (658) | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 48,536 | |
Payments on Predecessor revolving credit facility | (40,006) | |
Payments on vehicle financing and other financing activities | (1,468) | |
Net cash (used in) provided by financing activities | 7,062 | |
Net decrease in cash, cash equivalents and restricted cash | (882) | |
Cash, cash equivalents and restricted cash - beginning of period | 2,414 | |
Cash, cash equivalents and restricted cash- end of period | 1,532 | |
Predecessor | Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent) | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | (9,717) | |
Cash flows from investing activities: | ||
Proceeds from the sale of property and equipment | 0 | |
Purchase of property, plant and equipment | 0 | |
Net cash provided by (used in) investing activities | 0 | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 48,536 | |
Payments on Predecessor revolving credit facility | (40,006) | |
Payments on vehicle financing and other financing activities | (7) | |
Net cash (used in) provided by financing activities | 8,523 | |
Net decrease in cash, cash equivalents and restricted cash | (1,194) | |
Cash, cash equivalents and restricted cash - beginning of period | 2,217 | |
Cash, cash equivalents and restricted cash- end of period | 1,023 | |
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | ||
Cash flows from operating activities: | ||
Net cash (used in) provided by operating activities | 2,431 | |
Cash flows from investing activities: | ||
Proceeds from the sale of property and equipment | 371 | |
Purchase of property, plant and equipment | (1,029) | |
Net cash provided by (used in) investing activities | (658) | |
Cash flows from financing activities: | ||
Proceeds from Predecessor revolving credit facility | 0 | |
Payments on Predecessor revolving credit facility | 0 | |
Payments on vehicle financing and other financing activities | (1,461) | |
Net cash (used in) provided by financing activities | (1,461) | |
Net decrease in cash, cash equivalents and restricted cash | 312 | |
Cash, cash equivalents and restricted cash - beginning of period | 197 | |
Cash, cash equivalents and restricted cash- end of period | $ 509 |