Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NES | |
Entity Registrant Name | Nuverra Environmental Solutions, Inc. | |
Entity Central Index Key | 1,403,853 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 12,233,087 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 15,077 | $ 5,488 |
Restricted cash | 1,850 | 1,296 |
Accounts receivable, net of allowance for doubtful accounts of $1.8 million and $1.9 million at September 30, 2018 and December 31, 2017, respectively | 29,706 | 30,965 |
Inventories | 3,651 | 4,089 |
Prepaid expenses and other receivables | 2,748 | 8,594 |
Other current assets | 869 | 226 |
Assets held for sale | 3,172 | 2,765 |
Total current assets | 57,073 | 53,423 |
Property, plant and equipment, net of accumulated depreciation of $64.5 million and $35.8 million at September 30, 2018 and December 31, 2017, respectively | 184,975 | 229,874 |
Equity investments | 40 | 48 |
Intangibles, net | 429 | 547 |
Goodwill | 27,139 | 27,139 |
Deferred income taxes | 73 | 84 |
Other assets | 133 | 207 |
Total assets | 269,862 | 311,322 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 7,102 | 7,946 |
Accrued liabilities | 15,724 | 13,939 |
Current contingent consideration | 500 | 500 |
Current portion of long-term debt | 4,526 | 5,525 |
Derivative warrant liability | 154 | 477 |
Total current liabilities | 28,006 | 28,387 |
Long-term debt | 31,088 | 33,524 |
Other long-term liabilities | 6,763 | 6,438 |
Total liabilities | 65,857 | 68,349 |
Shareholders’ equity: | ||
Common stock | 117 | 117 |
Additional paid-in capital | 302,243 | 290,751 |
Accumulated deficit | (98,355) | (47,895) |
Total shareholders’ equity | 204,005 | 242,973 |
Total liabilities and shareholders’ equity | $ 269,862 | $ 311,322 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1.8 | $ 1.9 |
Property, plant and equipment, accumulated depreciation | $ 64.5 | $ 35.8 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | |
Revenue: | |||||
Service revenue | $ 30,620 | $ 45,694 | $ 136,541 | ||
Rental revenue | 3,138 | 3,962 | 11,732 | ||
Total revenue | 33,758 | 49,656 | 148,273 | ||
Costs and expenses: | |||||
Direct operating expenses | 26,110 | 39,753 | 120,449 | ||
General and administrative expenses | 4,928 | 5,849 | 31,183 | ||
Depreciation and amortization | 17,321 | 10,018 | 36,731 | ||
Impairment of long-lived assets | 2,404 | 100 | 4,563 | ||
Other, net | 0 | 49 | 1,117 | ||
Total costs and expenses | 50,763 | 55,769 | 194,043 | ||
Operating loss | (17,005) | (6,113) | (45,770) | ||
Interest expense, net | (778) | (1,241) | (3,695) | ||
Other income, net | 294 | 169 | 683 | ||
Reorganization items, net | 530 | 137 | (1,609) | ||
(Loss) income before income taxes | (16,959) | (7,048) | (50,391) | ||
Income tax (expense) benefit | (34) | (69) | (69) | ||
Net (loss) income | $ (16,993) | $ (7,117) | $ (50,460) | ||
Earnings per common share: | |||||
Net loss per basic common share (usd per share) | $ (1.45) | $ (0.61) | $ (4.31) | ||
Net loss per diluted common share (usd per share) | $ (1.45) | $ (0.61) | $ (4.31) | ||
Weighted average shares outstanding: | |||||
Basic (in shares) | 11,696 | 11,696 | 11,696 | ||
Diluted (in shares) | 11,696 | 11,696 | 11,696 | ||
Predecessor | |||||
Revenue: | |||||
Service revenue | $ 13,608 | $ 86,564 | |||
Rental revenue | 1,514 | 9,319 | |||
Total revenue | 15,122 | 95,883 | |||
Costs and expenses: | |||||
Direct operating expenses | 11,896 | 81,010 | |||
General and administrative expenses | 1,326 | 22,552 | |||
Depreciation and amortization | 4,003 | 28,981 | |||
Impairment of long-lived assets | 0 | 0 | |||
Other, net | 0 | 0 | |||
Total costs and expenses | 17,225 | 132,543 | |||
Operating loss | (2,103) | (36,660) | |||
Interest expense, net | (3,246) | (22,792) | |||
Other income, net | 7 | 4,247 | |||
Reorganization items, net | 229,198 | 223,494 | |||
(Loss) income before income taxes | 223,856 | 168,289 | |||
Income tax (expense) benefit | 304 | 322 | |||
Net (loss) income | $ 224,160 | $ 168,611 | |||
Earnings per common share: | |||||
Net loss per basic common share (usd per share) | $ 1.48 | $ 1.12 | |||
Net loss per diluted common share (usd per share) | $ 1.42 | $ 0.97 | |||
Weighted average shares outstanding: | |||||
Basic (in shares) | 150,951 | 150,940 | |||
Diluted (in shares) | 157,394 | 174,304 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (16,993) | $ (50,460) | |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 17,321 | 36,731 | |
Amortization of debt issuance costs, net | 0 | 0 | |
Accrued interest added to debt principal | 177 | 119 | |
Stock-based compensation | 181 | 11,492 | |
Impairment of long-lived assets | 2,404 | 4,563 | |
Gain on sale of UGSI | (76) | (75) | |
(Gain) loss on disposal of property, plant and equipment | 687 | (919) | |
Bad debt (recoveries) expense | 41 | (164) | |
Change in fair value of derivative warrant liability | 140 | (323) | |
Deferred income taxes | 34 | 11 | |
Other, net | 152 | 541 | |
Reorganization items, non-cash | 0 | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,349) | 1,423 | |
Prepaid expenses and other receivables | (528) | 487 | |
Accounts payable and accrued liabilities | (1,111) | 1,028 | |
Other assets and liabilities, net | (152) | (234) | |
Net cash provided by (used in) operating activities | (3,072) | 4,220 | |
Cash flows from investing activities: | |||
Proceeds from the sale of property, plant and equipment | 1,623 | 19,066 | |
Purchases of property, plant and equipment | (404) | (9,687) | |
Proceeds from the sale of UGSI | 76 | 75 | |
Net cash provided by (used in) investing activities | 1,295 | 9,454 | |
Cash flows from financing activities: | |||
Proceeds from debtor in possession term loan | 0 | 0 | |
Payments for debt issuance costs | 0 | 0 | |
Payments on vehicle financing and other financing activities | (1,773) | (1,399) | |
Net cash (used in) provided by financing activities | (2,215) | (3,531) | |
Change in cash, cash equivalents and restricted cash | (3,992) | 10,143 | |
Cash and cash equivalents, beginning of period | 7,193 | 5,488 | |
Restricted cash, beginning of period | 7,805 | 1,296 | |
Cash and cash equivalents, beginning of period | 14,998 | 6,784 | |
Cash and cash equivalents, end of period | 3,248 | $ 7,193 | 15,077 |
Restricted cash, end of period | 7,758 | 7,805 | 1,850 |
Cash, cash equivalents and restricted cash, end of period | 11,006 | 14,998 | 16,927 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 218 | 2,835 | |
Cash paid for taxes, net | 23 | 390 | |
Predecessor Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 0 | 0 | |
Payments on long-term lines of credit | 0 | 0 | |
Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan/Successor First and Second Lien Term Loans | 0 | 0 | |
First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on long-term lines of credit | (442) | (2,132) | |
Proceeds from Predecessor term loan/Successor First and Second Lien Term Loans | 0 | 0 | |
Successor Revolving Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 28,020 | 172,336 | |
Payments on long-term lines of credit | (28,020) | $ (172,336) | |
Predecessor | |||
Cash flows from operating activities: | |||
Net (loss) income | 168,611 | ||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 28,981 | ||
Amortization of debt issuance costs, net | 2,135 | ||
Accrued interest added to debt principal | 11,474 | ||
Stock-based compensation | 457 | ||
Impairment of long-lived assets | 0 | ||
Gain on sale of UGSI | 0 | ||
(Gain) loss on disposal of property, plant and equipment | (258) | ||
Bad debt (recoveries) expense | 788 | ||
Change in fair value of derivative warrant liability | (4,025) | ||
Deferred income taxes | (337) | ||
Other, net | (11,295) | ||
Reorganization items, non-cash | (218,600) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,528) | ||
Prepaid expenses and other receivables | 472 | ||
Accounts payable and accrued liabilities | 3,682 | ||
Other assets and liabilities, net | 3,494 | ||
Net cash provided by (used in) operating activities | (18,949) | ||
Cash flows from investing activities: | |||
Proceeds from the sale of property, plant and equipment | 3,083 | ||
Purchases of property, plant and equipment | (3,149) | ||
Proceeds from the sale of UGSI | 0 | ||
Net cash provided by (used in) investing activities | (66) | ||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 106,785 | ||
Payments on long-term lines of credit | (129,964) | ||
Proceeds from debtor in possession term loan | 6,875 | ||
Payments for debt issuance costs | (1,053) | ||
Payments on vehicle financing and other financing activities | (2,797) | ||
Net cash (used in) provided by financing activities | 31,599 | ||
Change in cash, cash equivalents and restricted cash | 12,584 | ||
Cash and cash equivalents, beginning of period | 7,193 | 994 | |
Restricted cash, beginning of period | 1,420 | ||
Cash and cash equivalents, beginning of period | $ 14,998 | 2,414 | |
Cash and cash equivalents, end of period | 7,193 | ||
Cash, cash equivalents and restricted cash, end of period | 14,998 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,568 | ||
Cash paid for taxes, net | 193 | ||
Predecessor | Predecessor Revolving Credit Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 106,785 | ||
Payments on long-term lines of credit | (129,964) | ||
Predecessor | Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan/Successor First and Second Lien Term Loans | 15,700 | ||
Predecessor | First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on long-term lines of credit | 0 | ||
Proceeds from Predecessor term loan/Successor First and Second Lien Term Loans | 36,053 | ||
Predecessor | Successor Revolving Facility | |||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 0 | ||
Payments on long-term lines of credit | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Reorganization, Cancellation And Issuance Of Stock | Common Stock | Common StockReorganization, Cancellation And Issuance Of Stock | Additional Paid-In Capital | Additional Paid-In CapitalReorganization, Cancellation And Issuance Of Stock | Treasury Stock | Treasury StockReorganization, Cancellation And Issuance Of Stock | Accumulated Deficit | Accumulated DeficitReorganization, Cancellation And Issuance Of Stock |
Beginning balance (Predecessor) at Dec. 31, 2016 | $ (169,066) | $ 152 | $ 1,407,867 | $ (19,807) | $ (1,557,278) | |||||
Beginning balance (in shares) (Predecessor) at Dec. 31, 2016 | 152,433 | (1,514) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | Predecessor | 309 | 309 | ||||||||
Issuance of common stock to employees (in shares) | Predecessor | 32 | |||||||||
Treasury stock acquired through surrender of shares for tax withholding | Predecessor | $ (2) | |||||||||
Treasury stock acquired through surrender of shares for tax withholding | (2) | |||||||||
Treasury stock acquired through surrender of shares for tax withholding (in shares) | Predecessor | (12) | |||||||||
Issuance of common stock for warrants exercised (in shares) | Predecessor | 2 | |||||||||
Net (loss) income | Predecessor | (35,962) | (35,962) | ||||||||
Ending balance (Predecessor) at Mar. 31, 2017 | (204,721) | $ 152 | 1,408,176 | $ (19,809) | (1,593,240) | |||||
Ending balance (in shares) (Predecessor) at Mar. 31, 2017 | 152,467 | (1,526) | ||||||||
Beginning balance (Predecessor) at Dec. 31, 2016 | (169,066) | $ 152 | 1,407,867 | $ (19,807) | (1,557,278) | |||||
Beginning balance (in shares) (Predecessor) at Dec. 31, 2016 | 152,433 | (1,514) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | Predecessor | 168,611 | |||||||||
Ending balance (Predecessor) at Jul. 31, 2017 | 0 | $ 152 | 1,408,324 | $ (19,809) | (1,388,667) | |||||
Ending balance (Successor) at Jul. 31, 2017 | 290,191 | $ 117 | 290,074 | $ 0 | 0 | |||||
Ending balance (in shares) (Predecessor) at Jul. 31, 2017 | 152,480 | (152,480) | (1,526) | 1,526 | ||||||
Ending balance (in shares) (Successor) at Jul. 31, 2017 | 11,696 | 11,696 | 0 | |||||||
Beginning balance (Predecessor) at Mar. 31, 2017 | (204,721) | $ 152 | 1,408,176 | $ (19,809) | (1,593,240) | |||||
Beginning balance (in shares) (Predecessor) at Mar. 31, 2017 | 152,467 | (1,526) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | Predecessor | 112 | 112 | ||||||||
Net (loss) income | Predecessor | (19,587) | (19,587) | ||||||||
Ending balance (Predecessor) at Jun. 30, 2017 | (224,196) | $ 152 | 1,408,288 | $ (19,809) | (1,612,827) | |||||
Ending balance (in shares) (Predecessor) at Jun. 30, 2017 | 152,467 | (1,526) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | Predecessor | 36 | 36 | ||||||||
Issuance of common stock for warrants exercised (in shares) | Predecessor | 13 | |||||||||
Net (loss) income | Predecessor | 224,160 | 224,160 | ||||||||
Ending balance (Predecessor) at Jul. 31, 2017 | 0 | $ 152 | 1,408,324 | $ (19,809) | (1,388,667) | |||||
Ending balance (Successor) at Jul. 31, 2017 | 290,191 | $ 117 | 290,074 | $ 0 | 0 | |||||
Ending balance (in shares) (Predecessor) at Jul. 31, 2017 | 152,480 | (152,480) | (1,526) | 1,526 | ||||||
Ending balance (in shares) (Successor) at Jul. 31, 2017 | 11,696 | 11,696 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | Predecessor | $ 0 | $ (152) | $ (1,408,324) | $ 19,809 | $ 1,388,667 | |||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | Successor | $ 290,191 | $ 117 | $ 290,074 | |||||||
Stock-based compensation | Successor | 181 | 181 | ||||||||
Net (loss) income | Successor | (16,993) | (16,993) | ||||||||
Net (loss) income | (16,993) | |||||||||
Ending balance (Successor) at Sep. 30, 2017 | 273,379 | $ 117 | 290,255 | $ 0 | (16,993) | |||||
Ending balance (in shares) (Successor) at Sep. 30, 2017 | 11,696 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | 242,973 | |||||||||
Beginning balance at Dec. 31, 2017 | 242,973 | $ 117 | 290,751 | (47,895) | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 11,696 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 10,978 | 10,978 | ||||||||
Net (loss) income | (32,167) | (32,167) | ||||||||
Ending balance at Mar. 31, 2018 | 221,784 | $ 117 | 301,729 | (80,062) | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 11,696 | |||||||||
Beginning balance at Dec. 31, 2017 | 242,973 | $ 117 | 290,751 | (47,895) | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 11,696 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (50,460) | |||||||||
Ending balance at Sep. 30, 2018 | 204,005 | $ 117 | 302,243 | (98,355) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 11,696 | |||||||||
Beginning balance at Mar. 31, 2018 | 221,784 | $ 117 | 301,729 | (80,062) | ||||||
Beginning balance (in shares) at Mar. 31, 2018 | 11,696 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 416 | 416 | ||||||||
Net (loss) income | (11,176) | (11,176) | ||||||||
Ending balance at Jun. 30, 2018 | 211,024 | $ 117 | 302,145 | (91,238) | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 11,696 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 98 | 98 | ||||||||
Net (loss) income | (7,117) | (7,117) | ||||||||
Ending balance at Sep. 30, 2018 | 204,005 | $ 117 | $ 302,243 | $ (98,355) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 11,696 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cancellation of Predecessor Equity/Issuance of Successor common stock and warrants | $ 204,005 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 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. 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. On June 22, 2018, the Bankruptcy Court issued a final decree and order closing the chapter 11 cases, subject to certain conditions as set forth therein. 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 is 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 as of January 1, 2018 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. We have adjusted the prior year period to reflect this new presentation as well. 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 | 9 Months Ended |
Sep. 30, 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 2016-02 is permitted. We are nearing the completion of our assessment of the impact ASU 2016-02 will have on our consolidated financial statements. Based upon the work performed thus far, we expect the primary change upon adoption to be the recognition, on a discounted basis, of our minimum commitments under non-cancellable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. We have also reviewed the various practical expedients that have been approved by the FASB for ASU 2016-02 and have selected which ones we plan to adopt when we implement the new standard effective January 1, 2019. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues On January 1, 2018, we adopted the guidance in ASC 606, including all 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 September 30, 2018 , two months ended September 30, 2017 , and one month ended July 31, 2017: Successor For the Three Months Ended September 30, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,809 $ 9,243 $ 3,682 $ — $ 34,734 Disposal Services 5,235 1,329 1,234 — 7,798 Other Revenue 2,471 615 76 — 3,162 Total Service Revenue 29,515 11,187 4,992 — 45,694 Rental Revenue 3,884 60 18 — 3,962 Total Revenue $ 33,399 $ 11,247 $ 5,010 $ — $ 49,656 Successor For the Two Months Ended September 30, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 13,573 $ 5,830 $ 4,708 $ — $ 24,111 Disposal Services 2,325 400 890 — 3,615 Other Revenue 1,935 892 67 — 2,894 Total Service Revenue 17,833 7,122 5,665 — 30,620 Rental Revenue 2,734 37 367 — 3,138 Total Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Predecessor For the One Month Ended July 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 5,878 $ 2,777 $ 2,697 $ — $ 11,352 Disposal Services 980 308 311 — 1,599 Other Revenue 325 297 35 — 657 Total Service Revenue 7,183 3,382 3,043 — 13,608 Rental Revenue 1,319 42 153 — 1,514 Total Revenue $ 8,502 $ 3,424 $ 3,196 $ — $ 15,122 The following tables present our revenues disaggregated by revenue source for each reportable segment for the nine months ended September 30, 2018 , two months ended September 30, 2017 and seven months ended July 31, 2017: Successor For the Nine Months Ended September 30, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 65,036 $ 25,492 $ 16,807 $ — $ 107,335 Disposal Services 13,387 3,061 3,551 — 19,999 Other Revenue 7,715 1,231 261 — 9,207 Total Service Revenue 86,138 29,784 20,619 — 136,541 Rental Revenue 11,196 182 354 — 11,732 Total Revenue $ 97,334 $ 29,966 $ 20,973 $ — $ 148,273 Successor For the Two Months Ended September 30, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 13,573 $ 5,830 $ 4,708 $ — $ 24,111 Disposal Services 2,325 400 890 — 3,615 Other Revenue 1,935 892 67 — 2,894 Total Service Revenue 17,833 7,122 5,665 — 30,620 Rental Revenue 2,734 37 367 — 3,138 Total Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Predecessor For the Seven Months Ended July 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 38,844 $ 17,118 $ 15,764 $ — $ 71,726 Disposal Services 6,506 1,284 1,522 — 9,312 Other Revenue 2,975 2,240 311 — 5,526 Total Service Revenue 48,325 20,642 17,597 — 86,564 Rental Revenue 8,221 109 989 — 9,319 Total Revenue $ 56,546 $ 20,751 $ 18,586 $ — $ 95,883 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 disposal water 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, or on a per ton basis for landfill disposal, 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 the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Under the new revenue standard, revenue is recognized for “junk” or “slop” oil at a point in time once the goods are transferred. Other revenue also historically included small-scale construction or maintenance projects, however we exited that business during the three months ended June 30, 2018. Under the new revenue standard, revenue for construction and maintenance projects, which generally spanned approximately two to three months, was recognized over time under the milestone method which is considered an output method. Since our construction contracts were short term in nature, the contractual milestone dates occurred close together over time such that there was no risk that we would not recognize revenue for goods or services transferred to the customer. All construction costs were expensed as incurred. Rental Revenue We generate rental revenue from the rental of various equipment used in wellsite services. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Net (loss) income 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 and nine months ended September 30, 2018 , and the two months ended September 30, 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) income per common share, as well as the anti-dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Successor Predecessor Three Months Ended Two Months Ended One Month Ended September 30, 2018 September 30, 2017 July 31, 2017 Numerator: Net (loss) income $ (7,117 ) $ (16,993 ) $ 224,160 Denominator: Weighted average shares—basic 11,696 11,696 150,951 Common stock equivalents — — 6,443 Weighted average shares—diluted 11,696 11,696 157,394 Earnings per common share: Net (loss) income per basic common share $ (0.61 ) $ (1.45 ) $ 1.48 Net (loss) income per diluted common share $ (0.61 ) $ (1.45 ) $ 1.42 Anti-dilutive stock-based awards excluded: 1,210 828 576 Successor Predecessor Nine Months Ended Two Months Ended Seven Months Ended September 30, 2018 September 30, 2017 July 31, 2017 Numerator: Net (loss) income $ (50,460 ) $ (16,993 ) $ 168,611 Denominator: Weighted average shares—basic 11,696 11,696 150,940 Common stock equivalents — — 23,364 Weighted average shares—diluted 11,696 11,696 174,304 Earnings per common share: Net (loss) income per basic common share $ (4.31 ) $ (1.45 ) $ 1.12 Net (loss) income per diluted common share $ (4.31 ) $ (1.45 ) $ 0.97 Anti-dilutive stock-based awards excluded: 1,227 828 593 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: Successor September 30, 2018 Gross Carrying Amount Additions/(Disposals) Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 594 $ (13 ) $ (152 ) $ 429 5.5 Total intangible assets $ 594 $ (13 ) $ (152 ) $ 429 5.5 Successor December 31, 2017 Gross Carrying Amount Additions/(Disposals) Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 594 $ — $ (47 ) $ 547 6.2 Total intangible assets $ 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 and Impair
Assets Held for Sale and Impairment | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Assets Held for Sale and Impairment | 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. As a result, we began to actively market these assets, which we expect to sell within one year. See Note 11 for additional details on the exit of the Eagle Ford Shale area. In addition, during the three months ended March 31, 2018, management approved the sale of certain assets, primarily frac 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” on the condensed consolidated balance sheet during the three months ended March 31, 2018. Upon reclassification we ceased to recognize depreciation expense on the assets. As the fair value of the assets reclassified as held for sale was lower than its net book value, we recorded an impairment charge of $4.1 million during the three months ended March 31, 2018. Of the $4.1 million recorded, $4.0 million related to the Southern division for the Eagle Ford exit and $0.1 million related to the Northeast division, and is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. During the three months ended June 30, 2018, we recorded an impairment charge of $0.3 million for the Corporate division to “Impairment of long-lived assets” on our condensed consolidated statements of operations related to the sale of certain real property in Texas as the fair value was lower than the net book value. The real property was approved to be sold as part of the Eagle Ford closure. During the three months ended September 30, 2018, we recorded an impairment charge of $0.1 million in the Southern division for the further write-down of buildings and land held for sale as a result of exiting the Eagle Ford Shale area due to updated market pricing. The $0.1 million is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. During the two months ended September 30, 2017, management approved plans to sell certain underutilized assets located in the Rocky Mountain and Southern divisions. As the fair value of the assets reclassified as held for sale during the quarter was lower than its net book value, an impairment charge of $2.4 million was recognized during the two months ended September 30, 2017, and is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. Of the $2.4 million recorded during the two months ended September 30, 2017, $2.2 million related to the Rocky Mountain division and $0.2 million related to the Southern division. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 September 30, 2018 December 31, 2017 Derivative warrant liability $ 154 $ 477 Contingent consideration 500 500 Derivative Warrant Liability 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 determined to be derivative liabilities. Our derivative warrant liability is adjusted to reflect the estimated fair value at each quarter end, with any decrease or increase in the estimated fair value recorded in “Other (income) 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. 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 during the nine months ended September 30, 2018 , and the five months ended December 31, 2017 . Successor Nine Months Ended Five Months Ended September 30, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value (323 ) (240 ) Balance at end of period $ 154 $ 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 (income) 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 nine months ended September 30, 2018 , and five months ended December 31, 2017, were as follows: Successor Nine Months Ended Five Months Ended September 30, 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 | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at September 30, 2018 and December 31, 2017 : Successor September 30, 2018 December 31, 2017 Accrued payroll and employee benefits $ 5,829 $ 3,304 Accrued insurance 2,573 2,701 Accrued legal 718 1,749 Accrued taxes 2,228 2,362 Accrued interest 327 161 Accrued operating costs 3,719 2,663 Accrued other 330 999 Total accrued liabilities $ 15,724 $ 13,939 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at September 30, 2018 and December 31, 2017 : Successor September 30, 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) 7.36% Aug. 2020 $ — $ — $ — Successor First Lien Term Loan (b) 9.36% Aug. 2020 12,679 12,679 14,285 Successor Second Lien Term Loan (b) 11.00% Feb 2021 20,592 20,592 21,000 Vehicle financings (c) 5.31% Various 2,343 2,343 3,764 Total debt $ 35,614 35,614 39,049 Less: current portion of long-term debt (4,526 ) (5,525 ) Long-term debt $ 31,088 $ 33,524 _____________________ (a) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of September 30, 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 5.31% , 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 September 30, 2018 , we had $35.6 million of indebtedness outstanding, consisting of $12.7 million under the Successor First Lien Term Loan (as defined herein), $20.6 million under the Successor Second Lien Term Loan (as defined herein), and $2.3 million of capital leases for vehicle financings. See the “Bridge Term Loan Credit Agreement, Guaranty Agreement, and Subordination Agreement” discussion in Note 18 for details on the Bridge Term Loan Credit Agreement. 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 September 30, 2018 , we were in compliance with all covenants. See the “Amendment to First Lien Credit Agreement and Joinder to First Lien Guaranty and Security Agreement” discussion in Note 18 for details on the First Amendment to the Credit Agreement. 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 September 30, 2018 , we were in compliance with all covenants. See the “Amendment to Second Lien Credit Agreement and Joinder to Second Lien Guaranty and Security Agreement” discussion in Note 18 for details on the First Amendment to the Second Lien Term Loan Agreement. |
Derivative Warrants
Derivative Warrants | 9 Months Ended |
Sep. 30, 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 had a term of ten years. Upon emergence from chapter 11 on the Effective Date, all existing warrants outstanding under the Predecessor Company were canceled under the Plan. The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017: Predecessor Seven Months Ended July 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (16 ) Canceled due to emergence from chapter 11 (25,267 ) Outstanding at the end of the period — 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 warrants to purchase an aggregate of 118,137 shares of common stock, par value $0.01 , at an exercise price of $39.82 per share and with a term expiring seven years from the Effective Date. The following table shows the Successor warrant activity for the nine months ended September 30, 2018 : Successor Nine Months Ended September 30, 2018 Outstanding at the beginning of the period 118 Issued — Exercised — Outstanding at the end of the period 118 Fair Value of Warrants We account 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 were recorded as derivative liabilities at fair value in the condensed consolidated balance sheet. The Successor warrants are also ineligible for equity classification as the warrants are not indexed to our common stock and are recorded as derivative liabilities at fair value in the condensed consolidated balance sheets. The Successor warrants are classified as a current liability in the condensed consolidated balance sheets 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 is estimated using a Monte Carlo simulation model on the date of issue and is re-measured at each quarter end until expiration or exercise of the underlying warrants with the resulting fair value adjustment recorded in “Other (income) expense, net” in the condensed consolidated statements of operations. The fair value of the derivative warrant liability as of September 30, 2018 and December 31, 2017 was estimated using the following model inputs: Successor As of September 30, As of December 31, 2018 2017 Exercise price $ 39.82 $ 39.82 Closing stock price $ 11.12 $ 18.18 Risk free rate 2.93 % 2.29 % Expected volatility 42.31 % 40.59 % |
Restructuring and Exit Costs
Restructuring and Exit Costs | 9 Months Ended |
Sep. 30, 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 our operations in the Eagle Ford Shale area, pricing for our services, capital requirements and projected returns on additional capital investment, competition, scope and scale of our operations, and recommendations from management. We substantially exited the Eagle Ford Shale area as of June 30, 2018. We continue to incur minimal related costs while the remaining assets previously used in the operation of our business in that basin are divested. The total costs of the exit recorded during the three and nine months ended September 30, 2018 were $49.0 thousand and $1.1 million , respectively, and are reflected in “Other, net” in the condensed consolidated statements of operations. Such costs consisted of the following and all related to the Southern operating segment: Successor Three Months Ended Nine Months Ended September 30, 2018 September 30, 2018 Severance and termination benefits $ (11 ) $ 225 Contract termination costs and exit costs 60 892 Total restructuring and exit costs for Eagle Ford $ 49 $ 1,117 The remaining liability for the Eagle Ford exit, shown below, totaled approximately $50.0 thousand as of September 30, 2018 and is included in “Accrued liabilities” in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2017 through September 30, 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 225 64 828 1,117 Cash payments (225 ) (41 ) (801 ) (1,067 ) Balance accrued at end of period - Successor $ — $ 23 $ 27 $ 50 _____________________ (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. The remaining liability for the restructuring and exit costs incurred represents lease exit costs under non-cancellable operating leases and totaled approximately $45.0 thousand as of September 30, 2018 , which is included in “Accrued liabilities” in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2017 through September 30, 2018 is as follows: Lease Exit Costs Balance accrued at beginning of period - Successor $ 82 Cash payments (37 ) Balance accrued at end of period - Successor $ 45 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Successor Predecessor Three Months Ended Two Months Ended One Month Ended September 30, 2018 September 30, 2017 July 31, 2017 Current income tax expense $ (58 ) $ — $ (33 ) Deferred income tax (expense) benefit (11 ) (34 ) 337 Total income tax (expense) benefit $ (69 ) $ (34 ) $ 304 Successor Predecessor Nine Months Ended Two Months Ended Seven Months Ended September 30, 2018 September 30, 2017 July 31, 2017 Current income tax expense $ (58 ) $ — $ (15 ) Deferred income tax (expense) benefit (11 ) (34 ) 337 Total income tax (expense) benefit $ (69 ) $ (34 ) $ 322 The effective income tax rate for the three and nine months ended September 30, 2018 was (1.0)% and (0.1)% , which differs from the federal statutory benefit rate of 21.0% 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 two months ended September 30, 2017, was (0.2)% , which differed 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. The effective income tax rate for the one and seven months ended July 31, 2017, was (0.1)% and (0.2)% , respectively, which differed from the federal statutory benefit rate of 35.0%. The difference was primarily due to the change in the deferred tax liability related to certain long-lived assets resulting from the application of fresh start accounting. 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 rate 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 September 30, 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 September 30, 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 | 9 Months Ended |
Sep. 30, 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, provided 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 vests 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 were scheduled to 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 are scheduled to 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 are scheduled to vest in three equal installments on December 31, 2018, December 31, 2019, and December 31, 2020. Further, the Compensation Committee on February 22, 2018 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. In coordination with the adoption of the Restricted Stock Plan, the Compensation Committee also authorized award grants of restricted stock to the current non-employee directors of the Company, which were granted on March 16, 2018 subject to ratification of the Restricted Stock Plan by the Company’s shareholders at the Company’s 2018 annual meeting. Each non-employee director was granted 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. On May 29, 2018, the Compensation Committee authorized the grant of 5,889 shares of restricted stock to the Company’s interim Chief Executive Officer, Mr. Charles K. Thompson. Per the terms of the grant agreement, the shares immediately vested in full on the date of grant. The total grants awarded during the three and nine months ended September 30, 2018 , and the two months ended September 30, 2017 are presented in the table below: Successor Three Months Ended Nine Months Ended Two Months Ended September 30, 2018 September 30, 2018 September 30, 2017 Stock option grants — — 709 Restricted stock grants — 20 — Restricted stock unit grants — 1,311 — Total grants in the Successor period — 1,331 709 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 continued to hold 88,603 PRSUs that were granted on February 22, 2018, with a performance period that began on January 1, 2018 and ended on June 30, 2018. As the pre-established performance target was not met as of June 30, 2018, Mr. Johnsrud’s 88,603 PRSUs were canceled during the three months ended June 30, 2018. 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 and nine months ended September 30, 2018 and the two months ended September 30, 2017 was as follows: Successor Three Months Ended Nine Months Ended Two Months Ended September 30, 2018 September 30, 2018 September 30, 2017 Stock options $ — $ (788 ) $ 181 Restricted stock 76 236 — Restricted stock units 22 12,044 — Total expense $ 98 $ 11,492 $ 181 Predecessor Share-based Compensation Prior to the Effective Date, we granted stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other share-based awards and cash-based awards to our employees, directors, consultants and advisors pursuant to the Nuverra Environmental Solutions, Inc. 2009 Equity Incentive Plan (as amended, the “2009 Plan”). 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. There were no grants awarded during the one and seven months ended July 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 one and seven months ended July 31, 2017 was as follows: Predecessor One Month Ended Seven Months Ended July 31, 2017 July 31, 2017 Stock options $ 12 $ 109 Restricted stock 22 153 Restricted stock units 2 195 Total expense $ 36 $ 457 |
Legal Matters
Legal Matters | 9 Months Ended |
Sep. 30, 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 September 30, 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. On June 22, 2018, the Bankruptcy Court issued a final decree and order closing the chapter 11 cases, subject to certain conditions as set forth therein. 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. Although the motion for a stay pending appeal was denied, the appeal remained pending and the District Court heard oral arguments on May 14, 2018. On August 21, 2018 the District Court issued an order dismissing the appeal. Hargreaves subsequently filed a Notice of Appeal to the United States Court of Appeals for the Third Circuit on September 19, 2018, and as a result the appeal remains pending. 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 final disposition of this appeal will not affect the validity, enforceability or finality of the Confirmation Order. |
Related Party and Affiliated Co
Related Party and Affiliated Company Transactions | 9 Months Ended |
Sep. 30, 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 other than described in Note 18 . |
Segments
Segments | 9 Months Ended |
Sep. 30, 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 Shale area and the Eagle Ford Shale area (which we substantially exited during the six months ended June 30, 2018) 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 September 30, 2018 - Successor Revenue $ 33,399 $ 11,247 $ 5,010 $ — $ 49,656 Direct operating expenses 25,757 10,372 3,624 — 39,753 General and administrative expenses 1,605 442 106 3,696 5,849 Depreciation and amortization 5,698 1,976 2,331 13 10,018 Operating income (loss) 339 (1,543 ) (1,200 ) (3,709 ) (6,113 ) Income (loss) before income taxes 372 (1,628 ) (1,240 ) (4,552 ) (7,048 ) Nine months ended September 30, 2018 - Successor Revenue 97,334 29,966 20,973 — 148,273 Direct operating expenses 77,702 26,696 16,051 — 120,449 General and administrative expenses 4,763 1,722 935 23,763 31,183 Depreciation and amortization 17,910 9,565 9,205 51 36,731 Operating loss (3,041 ) (8,086 ) (10,497 ) (24,146 ) (45,770 ) Loss before income taxes (3,033 ) (8,307 ) (10,646 ) (28,405 ) (50,391 ) As of September 30, 2018 - Successor Total assets (a) 118,791 46,713 86,877 17,481 269,862 Total assets held for sale — 116 2,278 778 3,172 Two months ended September 30, 2017 - Successor Revenue 20,567 7,159 6,032 — 33,758 Direct operating expenses 15,779 5,962 4,369 — 26,110 General and administrative expenses 1,278 460 829 2,361 4,928 Depreciation and amortization 8,020 4,834 4,421 46 17,321 Operating loss (6,676 ) (4,097 ) (3,825 ) (2,407 ) (17,005 ) Loss before income taxes (7,190 ) (4,027 ) (3,744 ) (1,998 ) (16,959 ) Rocky Mountain Northeast Southern (b) Corporate/ Other Total One month ended July 31, 2017 - Predecessor Revenue 8,502 3,424 3,196 — 15,122 Direct operating expenses 6,434 3,329 2,133 — 11,896 General and administrative expenses 425 331 3 567 1,326 Depreciation and amortization 2,376 657 955 15 4,003 Operating (loss) income (733 ) (893 ) 105 (582 ) (2,103 ) (Loss) income before income taxes (4,944 ) 27,121 22,583 179,096 223,856 Seven months ended July 31, 2017 - Predecessor Revenue 56,546 20,751 18,586 — 95,883 Direct operating expenses 46,837 21,117 13,056 — 81,010 General and administrative expenses 3,877 1,917 1,684 15,074 22,552 Depreciation and amortization 15,964 5,352 7,542 123 28,981 Operating loss (10,132 ) (7,635 ) (3,696 ) (15,197 ) (36,660 ) (Loss) income before income taxes (14,854 ) 20,194 18,650 144,299 168,289 As of December 31, 2017 - Successor Total assets (a) 137,213 54,218 111,457 8,434 311,322 Total assets held for sale 2,765 — — — 2,765 _____________________ (a) Total assets exclude intercompany receivables eliminated in consolidation. (b) The Southern division includes the Eagle Ford Shale area which we substantially exited during the six months ended June 30, 2018. See Note 11 for further discussion. |
Subsidiary Guarantors
Subsidiary Guarantors | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information 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 were 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 one and seven months ended July 31, 2017. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS ONE MONTH ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 15,122 $ — $ 15,122 Costs and expenses: Direct operating expenses — 11,896 — 11,896 General and administrative expenses 567 759 — 1,326 Depreciation and amortization 15 3,988 — 4,003 Total costs and expenses 582 16,643 — 17,225 Operating loss (582 ) (1,521 ) — (2,103 ) Interest expense, net (3,207 ) (39 ) — (3,246 ) Other income, net — 7 — 7 Income (loss) from equity investments 122,214 — (122,214 ) — Reorganization items, net 182,885 46,313 — 229,198 Income (loss) before income taxes 301,310 44,760 (122,214 ) 223,856 Income tax (expense) benefit (77,150 ) 77,454 — 304 Net income (loss) $ 224,160 $ 122,214 $ (122,214 ) $ 224,160 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 95,883 $ — $ 95,883 Costs and expenses: Direct operating expenses — 81,010 — 81,010 General and administrative expenses 15,074 7,478 — 22,552 Depreciation and amortization 123 28,858 — 28,981 Total costs and expenses 15,197 117,346 — 132,543 Operating loss (15,197 ) (21,463 ) — (36,660 ) Interest expense, net (22,333 ) (459 ) — (22,792 ) Other income, net 4,125 136 — 4,261 Income (loss) from equity investments 101,462 (14 ) (101,462 ) (14 ) Reorganization items, net 177,704 45,790 — 223,494 Income (loss) before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax (expense) benefit (77,150 ) 77,472 — 322 Net income (loss) $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,672 ) $ (277 ) $ (18,949 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 3,083 3,083 Purchase of property, plant and equipment — (3,149 ) (3,149 ) Net cash used in investing activities — (66 ) (66 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 106,785 — 106,785 Payments on Predecessor revolving credit facility (129,964 ) — (129,964 ) Proceeds from Predecessor term loan 15,700 — 15,700 Proceeds from debtor in possession term loan 6,875 — 6,875 Proceeds from Successor First and Second Lien Term Loans 36,053 — 36,053 Payments for debt issuance costs (1,053 ) — (1,053 ) Payments on vehicle financing and other financing activities — (2,797 ) (2,797 ) Net cash provided by (used in) financing activities 34,396 (2,797 ) 31,599 Change in cash, cash equivalents and restricted cash 15,724 (3,140 ) 12,584 Cash, cash equivalents and restricted cash - beginning of period 1,388 1,026 2,414 Cash, cash equivalents and restricted cash - end of period $ 17,112 $ (2,114 ) $ 14,998 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Clearwater On October 5, 2018, we completed the acquisition of Clearwater Three, LLC, Clearwater Five, LLC, and Clearwater Solutions, LLC (collectively, “Clearwater”) for an initial purchase price of $41.9 million , subject to customary working capital adjustments (the “Acquisition”). Clearwater is a supplier of waste water disposal services used by the oil and gas industry in the Marcellus and Utica Shale areas. Clearwater has three salt water disposal wells in service, all of which are located in Ohio. This acquisition expands our service offerings in the Marcellus and Utica Shale areas in our Northeast division. Consideration consisted of $41.9 million in cash which was funded primarily by a $32.5 million bridge loan that will be repaid with proceeds from a planned offering to shareholders of common stock purchase rights. In addition, the Credit Agreement Lenders provided us with an additional term loan under the Credit Agreement in the amount of $10.0 million which was used to finance a portion of the Acquisition. In connection with the Acquisition, we incurred transaction costs of $0.4 million during the three and nine months ended September 30, 2018, which are included in general and administrative costs in the accompanying condensed consolidated statements of operations. Under the acquisition method of accounting, the total purchase price was allocated to the identifiable assets acquired and the liabilities assumed based on our preliminary valuation estimates of the fair values as of the acquisition date. As the acquisition accounting allocation is preliminary and subject to adjustments for the final valuation and tax analysis, this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, and the determination of any residual amount that will be allocated to goodwill. The preliminary allocation of the purchase price at October 5, 2018 is summarized as follows: Accounts receivable $ 1,897 Intangible assets 799 Property, plant and equipment 37,396 Goodwill 2,382 Accounts payable and accrued expenses (574 ) Total $ 41,900 The preliminary purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our condensed consolidated financial statements including the amount of depreciation and amortization expense. The fair value of the tangible assets, which are primarily comprised of the three salt water disposal wells, was estimated using the discounted cash flow method, a form of the income approach. This method estimates the fair value of the assets based upon the present value of the expected cash flows. Estimates that impact the measurement of the tangible assets using the discounted cash flow method are the discount rate and the timing and amount of cash flows. The intangible assets acquired, which primarily consists of the trade name, were valued using the relief from royalty method. The value of the trade name encompasses all items necessary to generate revenue utilizing the trade name. Estimates that impact the measurement of the intangible assets acquired are net sales projections, and the discount and royalty rates used. Bridge Term Loan Credit Agreement, Guaranty Agreement, and Subordination Agreement In connection with the Acquisition, on October 5, 2018, we entered into a Bridge Term Loan Credit Agreement (the “Bridge Term Loan Credit Agreement”) with the lenders party thereto (the “Bridge Term Loan Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent (the “Bridge Term Loan Agent”). The Bridge Term Loan Lenders are our two largest shareholders that, in the aggregate, hold approximately 90% of our stock. Pursuant to the Bridge Term Loan Credit Agreement, the Bridge Term Loan Lenders provided a term loan to us in the aggregate amount of $32.5 million , of which $22.5 million was used to finance the Acquisition and the remaining $10.0 million was used to pay down certain amounts outstanding under the Successor Second Lien Term Loan. The Bridge Term Loan Agreement matures on April 5, 2019 and has an interest rate of 11.0% per annum, payable in cash, in arrears, on the first day of each month. Under the terms of the Bridge Term Loan Credit Agreement, the outstanding amounts may be accelerated upon the occurrence of an Event of Default (as defined in the Bridge Term Loan Credit Agreement), including as a result of a payment default under the Successor First Lien Term Loan or Successor Second Lien Term Loan after expiration of a ten day cure period or a default resulting in acceleration of the obligations due under the Successor First Lien Term Loan or Successor Second Lien Term Loan. The Bridge Term Loan Credit Agreement requires us to use our reasonable best efforts to effectuate and close the Rights Offering (as defined below) as soon as reasonably practicable following October 5, 2018. Concurrently with the completion of the Rights Offering, we are required to prepay all outstanding amounts under the Bridge Term Loan Credit Agreement in cash in an amount equal to the net cash proceeds received from the Rights Offering. We also have the option to prepay principal amounts outstanding under the Bridge Term Loan Credit Agreement at any time without premium or penalty. Except upon the completion of the Rights Offering or in the event that an insolvency proceeding is pending against us, all principal payments (whether at maturity or otherwise) are required to be tendered in the form of common stock of the Company, with the value of such common stock determined based on its volume weighted average price during the 20 -day period preceding the announcement of the Acquisition. Amendment to First Lien Credit Agreement and Joinder to First Lien Guaranty and Security Agreement On October 5, 2018, in connection with the Acquisition, we entered into a First Amendment to the Credit Agreement (the “First Amendment to the Credit Agreement”) with the Credit Agreement Lenders and the Credit Agreement Agent, which amends the Credit Agreement. Pursuant to the First Amendment to the Credit Agreement, the Credit Agreement Lenders provided us with an additional term loan under the Credit Agreement in the amount of $10.0 million , which was used to finance a portion of the Acquisition. The First Amendment to the Credit Agreement also amended the Credit Agreement to extend the maturity date from August 7, 2020 to February 7, 2021, in addition to allowing for the Acquisition and providing us with additional flexibility under the Credit Agreement, including certain availability, mandatory prepayment and financial reporting provisions thereunder. On October 5, 2018, in connection with the First Amendment to the Credit Agreement, Nuverra Ohio Disposal LLC and Clearwater (collectively, the “New Grantors”) entered into a Joinder to the First Lien Guaranty and Security Agreement, pursuant to which the New Grantors agreed to become party to that First Lien Guaranty and Security Agreement by and among the Company, the other grantors party thereto, and the Credit Agreement Agent. Amendment to Second Lien Credit Agreement and Joinder to the Second Lien Guaranty and Security Agreement On October 5, 2018, in connection with the Acquisition, we entered into a First Amendment to the Second Lien Term Loan Agreement (the “First Amendment to the Second Lien Term Loan Agreement”) with the Second Lien Term Loan Lenders and the Second Lien Term Loan Agent, which amends the Second Lien Term Loan Agreement. Pursuant to the First Amendment to Second Lien Term Loan Agreement, the Second Lien Term Loan Lenders agreed to certain conforming amendments to the Credit Agreement to allow for the funding of the additional term loan in the amount of $10.0 million under the First Amendment to the Credit Agreement and the term loans pursuant to the Bridge Term Loan Credit Agreement. The First Amendment to the Second Lien Term Loan Agreement also extended the maturity date from February 7, 2021 to October 7, 2021. On October 5, 2018, in connection with the First Amendment to Second Lien Term Loan Agreement, the New Grantors entered into the Second Lien Guaranty and Security Agreement Joinder, pursuant to which the New Grantors agreed to become party to that Second Lien Guaranty and Security Agreement by and among the Company, the other grantors party thereto, and the Second Lien Agent. First Amendment to Intercreditor Agreement and Joinder to Intercompany Subordination Agreement On October 5, 2018, in connection with the First Amendment to the Credit Agreement, we acknowledged the terms and conditions under a First Amendment to the Intercreditor Agreement, dated October 5, 2018, by and between the Credit Agreement Agent and the Second Lien Term Loan Agent, which amends the Subordination and Intercreditor Agreement, dated as of August 7, 2017, by and between the Credit Agreement Agent and the Second Lien Term Loan Agent. On October 5, 2018, the New Grantors also entered into the Joinder to Intercompany Subordination Agreement, pursuant to which the New Grantors agreed to become party to that Intercompany Subordination Agreement by and among the persons originally party thereto as an “Obligor”, the Credit Agreement Agent and the Second Lien Term Loan Agent. Rights Offering and Backstop Commitment Letter We have agreed, pursuant to the Bridge Term Loan Credit Agreement, to use our reasonable best efforts to effectuate and close a rights offering as soon as reasonably practicable following October 5, 2018 pursuant to which we plan to dividend to our holders of common stock subscription rights to purchase shares of our common stock on a pro rata basis with an aggregate offering price of $32.5 million (the “Rights Offering”). The proceeds of the Rights Offering will be used by us to pay the obligations under the Bridge Term Loan Credit Agreement. In connection with the Rights Offering, we entered into a Backstop Commitment Letter on October 5, 2018 (the “Backstop Commitment Letter”) with certain backstop parties named therein (the “Backstop Parties”), pursuant to which the Backstop Parties agreed, subject to the terms and conditions in the Backstop Commitment Letter, to participate in the Rights Offering and backstop the full amount of the Rights Offering. The Backstop Parties are our two largest shareholders that, in the aggregate, hold approximately 90% of our stock. In exchange for the commitments under the Backstop Commitment Letter, we paid to the Backstop Parties, in the aggregate, a nonrefundable cash payment equal to 1.0% of the full amount of the Rights Offering. Pursuant to the Backstop Commitment Letter, we are required to file a registration statement with the SEC within 20 days following October 5, 2018. This registration statement was filed with the SEC on October 25, 2018. The record date for the Rights Offering will be set by the Board of Directors of the Company upon the registration statement being declared effective by the SEC. Pursuant to the Backstop Commitment Letter, the exercise price for each share of common stock issuable upon exercise of a subscription right will be $9.61 , which is equal to the 20 -day volume weighted average price of the common stock of the Company preceding the public announcement of the completion of the Acquisition on October 5, 2018. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 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. |
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 is 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 as of January 1, 2018 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. We have adjusted the prior year period to reflect this new presentation as well. 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 2016-02 is permitted. We are nearing the completion of our assessment of the impact ASU 2016-02 will have on our consolidated financial statements. Based upon the work performed thus far, we expect the primary change upon adoption to be the recognition, on a discounted basis, of our minimum commitments under non-cancellable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. We have also reviewed the various practical expedients that have been approved by the FASB for ASU 2016-02 and have selected which ones we plan to adopt when we implement the new standard effective January 1, 2019. |
Revenue Recognition | 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 disposal water 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, or on a per ton basis for landfill disposal, 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 the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Under the new revenue standard, revenue is recognized for “junk” or “slop” oil at a point in time once the goods are transferred. Other revenue also historically included small-scale construction or maintenance projects, however we exited that business during the three months ended June 30, 2018. Under the new revenue standard, revenue for construction and maintenance projects, which generally spanned approximately two to three months, was recognized over time under the milestone method which is considered an output method. Since our construction contracts were short term in nature, the contractual milestone dates occurred close together over time such that there was no risk that we would not recognize revenue for goods or services transferred to the customer. All construction costs were expensed as incurred. Rental Revenue We generate rental revenue from the rental of various equipment used in wellsite services. 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. 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. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 , two months ended September 30, 2017 , and one month ended July 31, 2017: Successor For the Three Months Ended September 30, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,809 $ 9,243 $ 3,682 $ — $ 34,734 Disposal Services 5,235 1,329 1,234 — 7,798 Other Revenue 2,471 615 76 — 3,162 Total Service Revenue 29,515 11,187 4,992 — 45,694 Rental Revenue 3,884 60 18 — 3,962 Total Revenue $ 33,399 $ 11,247 $ 5,010 $ — $ 49,656 Successor For the Two Months Ended September 30, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 13,573 $ 5,830 $ 4,708 $ — $ 24,111 Disposal Services 2,325 400 890 — 3,615 Other Revenue 1,935 892 67 — 2,894 Total Service Revenue 17,833 7,122 5,665 — 30,620 Rental Revenue 2,734 37 367 — 3,138 Total Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Predecessor For the One Month Ended July 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 5,878 $ 2,777 $ 2,697 $ — $ 11,352 Disposal Services 980 308 311 — 1,599 Other Revenue 325 297 35 — 657 Total Service Revenue 7,183 3,382 3,043 — 13,608 Rental Revenue 1,319 42 153 — 1,514 Total Revenue $ 8,502 $ 3,424 $ 3,196 $ — $ 15,122 The following tables present our revenues disaggregated by revenue source for each reportable segment for the nine months ended September 30, 2018 , two months ended September 30, 2017 and seven months ended July 31, 2017: Successor For the Nine Months Ended September 30, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 65,036 $ 25,492 $ 16,807 $ — $ 107,335 Disposal Services 13,387 3,061 3,551 — 19,999 Other Revenue 7,715 1,231 261 — 9,207 Total Service Revenue 86,138 29,784 20,619 — 136,541 Rental Revenue 11,196 182 354 — 11,732 Total Revenue $ 97,334 $ 29,966 $ 20,973 $ — $ 148,273 Successor For the Two Months Ended September 30, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 13,573 $ 5,830 $ 4,708 $ — $ 24,111 Disposal Services 2,325 400 890 — 3,615 Other Revenue 1,935 892 67 — 2,894 Total Service Revenue 17,833 7,122 5,665 — 30,620 Rental Revenue 2,734 37 367 — 3,138 Total Revenue $ 20,567 $ 7,159 $ 6,032 $ — $ 33,758 Predecessor For the Seven Months Ended July 31, 2017 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 38,844 $ 17,118 $ 15,764 $ — $ 71,726 Disposal Services 6,506 1,284 1,522 — 9,312 Other Revenue 2,975 2,240 311 — 5,526 Total Service Revenue 48,325 20,642 17,597 — 86,564 Rental Revenue 8,221 109 989 — 9,319 Total Revenue $ 56,546 $ 20,751 $ 18,586 $ — $ 95,883 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 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) income per common share, as well as the anti-dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Successor Predecessor Three Months Ended Two Months Ended One Month Ended September 30, 2018 September 30, 2017 July 31, 2017 Numerator: Net (loss) income $ (7,117 ) $ (16,993 ) $ 224,160 Denominator: Weighted average shares—basic 11,696 11,696 150,951 Common stock equivalents — — 6,443 Weighted average shares—diluted 11,696 11,696 157,394 Earnings per common share: Net (loss) income per basic common share $ (0.61 ) $ (1.45 ) $ 1.48 Net (loss) income per diluted common share $ (0.61 ) $ (1.45 ) $ 1.42 Anti-dilutive stock-based awards excluded: 1,210 828 576 Successor Predecessor Nine Months Ended Two Months Ended Seven Months Ended September 30, 2018 September 30, 2017 July 31, 2017 Numerator: Net (loss) income $ (50,460 ) $ (16,993 ) $ 168,611 Denominator: Weighted average shares—basic 11,696 11,696 150,940 Common stock equivalents — — 23,364 Weighted average shares—diluted 11,696 11,696 174,304 Earnings per common share: Net (loss) income per basic common share $ (4.31 ) $ (1.45 ) $ 1.12 Net (loss) income per diluted common share $ (4.31 ) $ (1.45 ) $ 0.97 Anti-dilutive stock-based awards excluded: 1,227 828 593 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: Successor September 30, 2018 Gross Carrying Amount Additions/(Disposals) Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 594 $ (13 ) $ (152 ) $ 429 5.5 Total intangible assets $ 594 $ (13 ) $ (152 ) $ 429 5.5 Successor December 31, 2017 Gross Carrying Amount Additions/(Disposals) Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 594 $ — $ (47 ) $ 547 6.2 Total intangible assets $ 594 $ — $ (47 ) $ 547 6.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 December 31, 2017 Derivative warrant liability $ 154 $ 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 during the nine months ended September 30, 2018 , and the five months ended December 31, 2017 . Successor Nine Months Ended Five Months Ended September 30, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value (323 ) (240 ) Balance at end of period $ 154 $ 477 The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017: Predecessor Seven Months Ended July 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (16 ) Canceled due to emergence from chapter 11 (25,267 ) Outstanding at the end of the period — The following table shows the Successor warrant activity for the nine months ended September 30, 2018 : Successor Nine Months Ended September 30, 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 nine months ended September 30, 2018 , and five months ended December 31, 2017, were as follows: Successor Nine Months Ended Five Months Ended September 30, 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) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2018 and December 31, 2017 : Successor September 30, 2018 December 31, 2017 Accrued payroll and employee benefits $ 5,829 $ 3,304 Accrued insurance 2,573 2,701 Accrued legal 718 1,749 Accrued taxes 2,228 2,362 Accrued interest 327 161 Accrued operating costs 3,719 2,663 Accrued other 330 999 Total accrued liabilities $ 15,724 $ 13,939 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at September 30, 2018 and December 31, 2017 : Successor September 30, 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) 7.36% Aug. 2020 $ — $ — $ — Successor First Lien Term Loan (b) 9.36% Aug. 2020 12,679 12,679 14,285 Successor Second Lien Term Loan (b) 11.00% Feb 2021 20,592 20,592 21,000 Vehicle financings (c) 5.31% Various 2,343 2,343 3,764 Total debt $ 35,614 35,614 39,049 Less: current portion of long-term debt (4,526 ) (5,525 ) Long-term debt $ 31,088 $ 33,524 _____________________ (a) The interest rate presented represents the interest rate on the $30.0 million Successor Revolving Facility as of September 30, 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 5.31% , 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. |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 9 Months Ended |
Sep. 30, 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 during the nine months ended September 30, 2018 , and the five months ended December 31, 2017 . Successor Nine Months Ended Five Months Ended September 30, 2018 December 31, 2017 Balance at beginning of period $ 477 $ — Issuance of warrants — 717 Adjustments to estimated fair value (323 ) (240 ) Balance at end of period $ 154 $ 477 The following table shows the Predecessor warrant activity for the seven months ended July 31, 2017: Predecessor Seven Months Ended July 31, 2017 Outstanding at the beginning of the period 25,283 Issued — Exercised (16 ) Canceled due to emergence from chapter 11 (25,267 ) Outstanding at the end of the period — The following table shows the Successor warrant activity for the nine months ended September 30, 2018 : Successor Nine Months Ended September 30, 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 as of September 30, 2018 and December 31, 2017 was estimated using the following model inputs: Successor As of September 30, As of December 31, 2018 2017 Exercise price $ 39.82 $ 39.82 Closing stock price $ 11.12 $ 18.18 Risk free rate 2.93 % 2.29 % Expected volatility 42.31 % 40.59 % |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, 2018 September 30, 2018 Severance and termination benefits $ (11 ) $ 225 Contract termination costs and exit costs 60 892 Total restructuring and exit costs for Eagle Ford $ 49 $ 1,117 A rollforward of the liability from December 31, 2017 through September 30, 2018 is as follows: Lease Exit Costs Balance accrued at beginning of period - Successor $ 82 Cash payments (37 ) Balance accrued at end of period - Successor $ 45 A rollforward of the liability from December 31, 2017 through September 30, 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 225 64 828 1,117 Cash payments (225 ) (41 ) (801 ) (1,067 ) Balance accrued at end of period - Successor $ — $ 23 $ 27 $ 50 _____________________ (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. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) | Successor Predecessor Three Months Ended Two Months Ended One Month Ended September 30, 2018 September 30, 2017 July 31, 2017 Current income tax expense $ (58 ) $ — $ (33 ) Deferred income tax (expense) benefit (11 ) (34 ) 337 Total income tax (expense) benefit $ (69 ) $ (34 ) $ 304 Successor Predecessor Nine Months Ended Two Months Ended Seven Months Ended September 30, 2018 September 30, 2017 July 31, 2017 Current income tax expense $ (58 ) $ — $ (15 ) Deferred income tax (expense) benefit (11 ) (34 ) 337 Total income tax (expense) benefit $ (69 ) $ (34 ) $ 322 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 one and seven months ended July 31, 2017 was as follows: Predecessor One Month Ended Seven Months Ended July 31, 2017 July 31, 2017 Stock options $ 12 $ 109 Restricted stock 22 153 Restricted stock units 2 195 Total expense $ 36 $ 457 The total grants awarded during the three and nine months ended September 30, 2018 , and the two months ended September 30, 2017 are presented in the table below: Successor Three Months Ended Nine Months Ended Two Months Ended September 30, 2018 September 30, 2018 September 30, 2017 Stock option grants — — 709 Restricted stock grants — 20 — Restricted stock unit grants — 1,311 — Total grants in the Successor period — 1,331 709 The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and the two months ended September 30, 2017 was as follows: Successor Three Months Ended Nine Months Ended Two Months Ended September 30, 2018 September 30, 2018 September 30, 2017 Stock options $ — $ (788 ) $ 181 Restricted stock 76 236 — Restricted stock units 22 12,044 — Total expense $ 98 $ 11,492 $ 181 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2018 - Successor Revenue $ 33,399 $ 11,247 $ 5,010 $ — $ 49,656 Direct operating expenses 25,757 10,372 3,624 — 39,753 General and administrative expenses 1,605 442 106 3,696 5,849 Depreciation and amortization 5,698 1,976 2,331 13 10,018 Operating income (loss) 339 (1,543 ) (1,200 ) (3,709 ) (6,113 ) Income (loss) before income taxes 372 (1,628 ) (1,240 ) (4,552 ) (7,048 ) Nine months ended September 30, 2018 - Successor Revenue 97,334 29,966 20,973 — 148,273 Direct operating expenses 77,702 26,696 16,051 — 120,449 General and administrative expenses 4,763 1,722 935 23,763 31,183 Depreciation and amortization 17,910 9,565 9,205 51 36,731 Operating loss (3,041 ) (8,086 ) (10,497 ) (24,146 ) (45,770 ) Loss before income taxes (3,033 ) (8,307 ) (10,646 ) (28,405 ) (50,391 ) As of September 30, 2018 - Successor Total assets (a) 118,791 46,713 86,877 17,481 269,862 Total assets held for sale — 116 2,278 778 3,172 Two months ended September 30, 2017 - Successor Revenue 20,567 7,159 6,032 — 33,758 Direct operating expenses 15,779 5,962 4,369 — 26,110 General and administrative expenses 1,278 460 829 2,361 4,928 Depreciation and amortization 8,020 4,834 4,421 46 17,321 Operating loss (6,676 ) (4,097 ) (3,825 ) (2,407 ) (17,005 ) Loss before income taxes (7,190 ) (4,027 ) (3,744 ) (1,998 ) (16,959 ) Rocky Mountain Northeast Southern (b) Corporate/ Other Total One month ended July 31, 2017 - Predecessor Revenue 8,502 3,424 3,196 — 15,122 Direct operating expenses 6,434 3,329 2,133 — 11,896 General and administrative expenses 425 331 3 567 1,326 Depreciation and amortization 2,376 657 955 15 4,003 Operating (loss) income (733 ) (893 ) 105 (582 ) (2,103 ) (Loss) income before income taxes (4,944 ) 27,121 22,583 179,096 223,856 Seven months ended July 31, 2017 - Predecessor Revenue 56,546 20,751 18,586 — 95,883 Direct operating expenses 46,837 21,117 13,056 — 81,010 General and administrative expenses 3,877 1,917 1,684 15,074 22,552 Depreciation and amortization 15,964 5,352 7,542 123 28,981 Operating loss (10,132 ) (7,635 ) (3,696 ) (15,197 ) (36,660 ) (Loss) income before income taxes (14,854 ) 20,194 18,650 144,299 168,289 As of December 31, 2017 - Successor Total assets (a) 137,213 54,218 111,457 8,434 311,322 Total assets held for sale 2,765 — — — 2,765 _____________________ (a) Total assets exclude intercompany receivables eliminated in consolidation. (b) The Southern division includes the Eagle Ford Shale area which we substantially exited during the six months ended June 30, 2018. See Note 11 for further discussion. |
Subsidiary Guarantors (Tables)
Subsidiary Guarantors (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS ONE MONTH ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 15,122 $ — $ 15,122 Costs and expenses: Direct operating expenses — 11,896 — 11,896 General and administrative expenses 567 759 — 1,326 Depreciation and amortization 15 3,988 — 4,003 Total costs and expenses 582 16,643 — 17,225 Operating loss (582 ) (1,521 ) — (2,103 ) Interest expense, net (3,207 ) (39 ) — (3,246 ) Other income, net — 7 — 7 Income (loss) from equity investments 122,214 — (122,214 ) — Reorganization items, net 182,885 46,313 — 229,198 Income (loss) before income taxes 301,310 44,760 (122,214 ) 223,856 Income tax (expense) benefit (77,150 ) 77,454 — 304 Net income (loss) $ 224,160 $ 122,214 $ (122,214 ) $ 224,160 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 95,883 $ — $ 95,883 Costs and expenses: Direct operating expenses — 81,010 — 81,010 General and administrative expenses 15,074 7,478 — 22,552 Depreciation and amortization 123 28,858 — 28,981 Total costs and expenses 15,197 117,346 — 132,543 Operating loss (15,197 ) (21,463 ) — (36,660 ) Interest expense, net (22,333 ) (459 ) — (22,792 ) Other income, net 4,125 136 — 4,261 Income (loss) from equity investments 101,462 (14 ) (101,462 ) (14 ) Reorganization items, net 177,704 45,790 — 223,494 Income (loss) before income taxes 245,761 23,990 (101,462 ) 168,289 Income tax (expense) benefit (77,150 ) 77,472 — 322 Net income (loss) $ 168,611 $ 101,462 $ (101,462 ) $ 168,611 |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SEVEN MONTHS ENDED JULY 31, 2017 (Unaudited) Predecessor Parent Guarantor Subsidiaries Consolidated Cash flows from operating activities: Net cash used in operating activities $ (18,672 ) $ (277 ) $ (18,949 ) Cash flows from investing activities: Proceeds from the sale of property and equipment — 3,083 3,083 Purchase of property, plant and equipment — (3,149 ) (3,149 ) Net cash used in investing activities — (66 ) (66 ) Cash flows from financing activities: Proceeds from Predecessor revolving credit facility 106,785 — 106,785 Payments on Predecessor revolving credit facility (129,964 ) — (129,964 ) Proceeds from Predecessor term loan 15,700 — 15,700 Proceeds from debtor in possession term loan 6,875 — 6,875 Proceeds from Successor First and Second Lien Term Loans 36,053 — 36,053 Payments for debt issuance costs (1,053 ) — (1,053 ) Payments on vehicle financing and other financing activities — (2,797 ) (2,797 ) Net cash provided by (used in) financing activities 34,396 (2,797 ) 31,599 Change in cash, cash equivalents and restricted cash 15,724 (3,140 ) 12,584 Cash, cash equivalents and restricted cash - beginning of period 1,388 1,026 2,414 Cash, cash equivalents and restricted cash - end of period $ 17,112 $ (2,114 ) $ 14,998 |
Acquisition of Clearwater (Tabl
Acquisition of Clearwater (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Preliminary Allocation of Purchase Price | The preliminary allocation of the purchase price at October 5, 2018 is summarized as follows: Accounts receivable $ 1,897 Intangible assets 799 Property, plant and equipment 37,396 Goodwill 2,382 Accounts payable and accrued expenses (574 ) Total $ 41,900 |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | |||||
Service revenue | $ 30,620 | $ 45,694 | $ 136,541 | ||
Rental revenue | 3,138 | 3,962 | 11,732 | ||
Total revenue | 33,758 | 49,656 | $ 148,273 | ||
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 | 0 | $ 0 | ||
Rental revenue | 0 | 0 | 0 | ||
Total revenue | 0 | 0 | 0 | ||
Water Transfer Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 24,111 | 34,734 | 107,335 | ||
Water Transfer Services | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | 0 | ||
Disposal Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 3,615 | 7,798 | 19,999 | ||
Disposal Services | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | 0 | ||
Other Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 2,894 | 3,162 | 9,207 | ||
Other Revenue | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | 0 | ||
Rocky Mountain | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 17,833 | 29,515 | 86,138 | ||
Rental revenue | 2,734 | 3,884 | 11,196 | ||
Total revenue | 20,567 | 33,399 | 97,334 | ||
Rocky Mountain | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 13,573 | 21,809 | 65,036 | ||
Rocky Mountain | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 2,325 | 5,235 | 13,387 | ||
Rocky Mountain | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 1,935 | 2,471 | 7,715 | ||
Northeast | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 7,122 | 11,187 | 29,784 | ||
Rental revenue | 37 | 60 | 182 | ||
Total revenue | 7,159 | 11,247 | 29,966 | ||
Northeast | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 5,830 | 9,243 | 25,492 | ||
Northeast | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 400 | 1,329 | 3,061 | ||
Northeast | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 892 | 615 | 1,231 | ||
Southern | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 5,665 | 4,992 | 20,619 | ||
Rental revenue | 367 | 18 | 354 | ||
Total revenue | 6,032 | 5,010 | 20,973 | ||
Southern | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 4,708 | 3,682 | 16,807 | ||
Southern | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 890 | 1,234 | 3,551 | ||
Southern | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | $ 67 | $ 76 | $ 261 | ||
Predecessor | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | $ 13,608 | $ 86,564 | |||
Rental revenue | 1,514 | 9,319 | |||
Total revenue | 15,122 | 95,883 | |||
Predecessor | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | |||
Rental revenue | 0 | 0 | |||
Total revenue | 0 | 0 | |||
Predecessor | Water Transfer Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 11,352 | 71,726 | |||
Predecessor | Water Transfer Services | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | |||
Predecessor | Disposal Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 1,599 | 9,312 | |||
Predecessor | Disposal Services | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | |||
Predecessor | Other Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 657 | 5,526 | |||
Predecessor | Other Revenue | Corporate/ Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 0 | 0 | |||
Predecessor | Rocky Mountain | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 7,183 | 48,325 | |||
Rental revenue | 1,319 | 8,221 | |||
Total revenue | 8,502 | 56,546 | |||
Predecessor | Rocky Mountain | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 5,878 | 38,844 | |||
Predecessor | Rocky Mountain | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 980 | 6,506 | |||
Predecessor | Rocky Mountain | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 325 | 2,975 | |||
Predecessor | Northeast | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 3,382 | 20,642 | |||
Rental revenue | 42 | 109 | |||
Total revenue | 3,424 | 20,751 | |||
Predecessor | Northeast | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 2,777 | 17,118 | |||
Predecessor | Northeast | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 308 | 1,284 | |||
Predecessor | Northeast | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 297 | 2,240 | |||
Predecessor | Southern | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 3,043 | 17,597 | |||
Rental revenue | 153 | 989 | |||
Total revenue | 3,196 | 18,586 | |||
Predecessor | Southern | Water Transfer Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 2,697 | 15,764 | |||
Predecessor | Southern | Disposal Services | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | 311 | 1,522 | |||
Predecessor | Southern | Other Revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Service revenue | $ 35 | $ 311 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |||||
Common stock equivalents (in shares) | 0 | 0 | 0 | 0 | 0 |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | |||||||||||
Net (loss) income | $ (16,993) | $ (7,117) | $ (11,176) | $ (32,167) | $ (50,460) | ||||||
Denominator: | |||||||||||
Weighted average shares—basic (in shares) | 11,696,000 | 11,696,000 | 11,696,000 | ||||||||
Common stock equivalents (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||
Weighted average shares—diluted (in shares) | 11,696,000 | 11,696,000 | 11,696,000 | ||||||||
Earnings per common share: | |||||||||||
Net loss per basic common share (usd per share) | $ (1.45) | $ (0.61) | $ (4.31) | ||||||||
Net loss per diluted common share (usd per share) | $ (1.45) | $ (0.61) | $ (4.31) | ||||||||
Antidilutive stock-based awards excluded (in shares) | 828,000 | 1,210,000 | 1,227,000 | ||||||||
Predecessor | |||||||||||
Numerator: | |||||||||||
Net (loss) income | $ 224,160 | $ (19,587) | $ (35,962) | $ 168,611 | |||||||
Denominator: | |||||||||||
Weighted average shares—basic (in shares) | 150,951,000 | 150,940,000 | |||||||||
Common stock equivalents (in shares) | 6,443,000 | 23,364,000 | |||||||||
Weighted average shares—diluted (in shares) | 157,394,000 | 174,304,000 | |||||||||
Earnings per common share: | |||||||||||
Net loss per basic common share (usd per share) | $ 1.48 | $ 1.12 | |||||||||
Net loss per diluted common share (usd per share) | $ 1.42 | $ 0.97 | |||||||||
Antidilutive stock-based awards excluded (in shares) | 576,000 | 593,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 594 | $ 594 |
Additions/(Disposals) | (13) | 0 |
Accumulated Amortization | (152) | (47) |
Net | $ 429 | $ 547 |
Remaining Useful Life (Years) | 5 years 5 months 24 days | 6 years 2 months |
Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 594 | $ 594 |
Additions/(Disposals) | (13) | 0 |
Accumulated Amortization | (152) | (47) |
Net | $ 429 | $ 547 |
Remaining Useful Life (Years) | 5 years 5 months 24 days | 6 years 2 months |
Assets Held for Sale and Impa_2
Assets Held for Sale and Impairment - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | |
Goodwill [Line Items] | |||||
Impairment of assets to be disposed of | $ 2,400 | $ 4,100 | |||
Impairment of long-lived assets | 2,404 | $ 100 | $ 300 | $ 4,563 | |
Southern | |||||
Goodwill [Line Items] | |||||
Impairment of assets to be disposed of | 200 | $ 100 | 4,000 | ||
Northeast | |||||
Goodwill [Line Items] | |||||
Impairment of assets to be disposed of | $ 100 | ||||
Rocky Mountain | |||||
Goodwill [Line Items] | |||||
Impairment of assets to be disposed of | $ 2,200 |
Fair Value Measurements - Measu
Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Liabilities: | |||
Derivative warrant liability | $ 154 | $ 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 | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($)$ / shares |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Plan of reorganization, number of warrants Issued | warrants | 118,137 | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | ||
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 | $ 0 | $ 0 | $ 477 | |
Issuance of warrants | 717 | 0 | ||
Adjustments to estimated fair value | $ 140 | (240) | (323) | |
Balance at end of period | $ 0 | $ 477 | $ 154 | |
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 | Dec. 31, 2017 | Sep. 30, 2018 | 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 | 1,000 | 500 | ||
Liability settlements | (500) | 0 | ||
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 5,829 | $ 3,304 |
Accrued insurance | 2,573 | 2,701 |
Accrued legal | 718 | 1,749 |
Accrued taxes | 2,228 | 2,362 |
Accrued interest | 327 | 161 |
Accrued operating costs | 3,719 | 2,663 |
Accrued other | 330 | 999 |
Total accrued liabilities | $ 15,724 | $ 13,939 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) | Jul. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Fair Value of Debt | $ 35,614,000 | ||
Carrying Value of Debt | 35,614,000 | $ 39,049,000 | |
Less: current portion of long-term debt | (4,526,000) | (5,525,000) | |
Long-term debt | $ 31,088,000 | 33,524,000 | |
Successor Second Lien Term Loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 26,800,000 | ||
Interest rate | 11.00% | ||
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] | |||
Maximum amount from credit agreement | 30,000,000 | $ 30,000,000 | |
ACF FinCo I, LP | First Lien Credit Agreement | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 45,000,000 | ||
ACF FinCo I, LP | First Lien Credit Agreement | Line of Credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 5.25% | ||
Successor Revolving Facility | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 7.36% | ||
Fair Value of Debt | $ 0 | ||
Carrying Value of Debt | $ 0 | 0 | |
Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 9.36% | ||
Fair Value of Debt | $ 12,679,000 | ||
Carrying Value of Debt | $ 12,679,000 | 14,285,000 | |
Successor First Lien Term Loan | First Lien Credit Agreement | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 7.25% | ||
Successor First Lien Term Loan | ACF FinCo I, LP | Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 15,000,000 | ||
Successor Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 11.00% | ||
Fair Value of Debt | $ 20,592,000 | ||
Carrying Value of Debt | $ 20,592,000 | 21,000,000 | |
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Weighted-average interest rate | 5.31% | ||
Fair Value of Debt | $ 2,343,000 | ||
Carrying Value of Debt | $ 2,343,000 | $ 3,764,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 35,614,000 | $ 39,049,000 | |
First Lien Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit agreement, accordion feature | $ 20,000,000 | ||
Line of Credit | First Lien Credit Agreement | ACF FinCo I, LP | |||
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 | First Lien Credit Agreement | ACF FinCo I, LP | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 5.25% | ||
Line of Credit | Revolving Credit Facility | ACF FinCo I, LP | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 30,000,000 | $ 30,000,000 | |
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 Predecessor term loan/Successor First and Second Lien Term Loans | $ 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% | ||
Successor First Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 12,679,000 | 14,285,000 | |
Variable interest rate | 9.36% | ||
Successor First Lien Term Loan | First Lien Credit Agreement | LIBOR | |||
Debt Instrument [Line Items] | |||
Variable interest rate | 7.25% | ||
Successor First Lien Term Loan | Line of Credit | Revolving Credit Facility | ACF FinCo I, LP | |||
Debt Instrument [Line Items] | |||
Maximum amount from credit agreement | $ 15,000,000 | ||
Successor Second Lien Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 20,592,000 | 21,000,000 | |
Variable interest rate | 11.00% | ||
Vehicle Financings | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 2,343,000 | $ 3,764,000 | |
Vehicle Financings | Appalachian Water Services | |||
Debt Instrument [Line Items] | |||
Carrying Value of Debt | $ 2,300,000 |
Derivative Warrants - Additiona
Derivative Warrants - Additional Information (Details) shares in Millions | Jul. 31, 2017warrants$ / shares | Dec. 31, 2016$ / sharesshares | Sep. 30, 2018$ / shares |
Derivative [Line Items] | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | |
Plan of reorganization, number of warrants Issued | warrants | 118,137 | ||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | ||
Expiration term (in years) | 7 years | ||
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 | 5 Months Ended | 7 Months Ended | 9 Months Ended |
Dec. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Issued | $ 717 | $ 0 | |
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 | 0 | 25,283 | |
Issued | $ 0 | ||
Exercised | (16) | ||
Canceled due to emergence from chapter 11 | $ (25,267) | ||
Outstanding at the end of the period | 0 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) | Sep. 30, 2018$ / shares | Dec. 31, 2017$ / shares | Jul. 31, 2017$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | $ 39.82 | $ 39.82 | |
Closing stock price (in USD per share) | $ 11.12 | ||
Risk free rate | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0293 | ||
Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.4231 | ||
Predecessor | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | $ 39.82 | ||
Closing stock price (in USD per share) | $ 18.18 | ||
Predecessor | Risk free rate | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0229 | ||
Predecessor | Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.4059 |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2015 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and exit-related costs | $ 0 | $ 49,000 | $ 1,117,000 | ||
Eagle Ford Shale Area | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and exit-related costs | 49,000 | 1,117,000 | |||
Restructuring reserve | 50,000 | 50,000 | $ 0 | ||
Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and exit-related costs | $ 7,100,000 | ||||
Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business | Accrued Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring reserve | $ 45,000 | $ 45,000 |
Restructuring and Exit Costs _2
Restructuring and Exit Costs - Schedule of Restructuring Costs (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Total restructuring and exit costs for Eagle Ford | $ 0 | $ 49,000 | $ 1,117,000 |
Eagle Ford Shale Area | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and termination benefits | (11,000) | 225,000 | |
Contract termination costs and exit costs | 60,000 | 892,000 | |
Total restructuring and exit costs for Eagle Ford | $ 49,000 | $ 1,117,000 |
Restructuring and Exit Costs _3
Restructuring and Exit Costs - Liability Rollforward (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and exit-related costs | $ 0 | $ 49,000 | $ 1,117,000 |
Eagle Ford Shale Area | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance accrued at beginning of period - Successor | 0 | ||
Restructuring and exit-related costs | 49,000 | 1,117,000 | |
Cash payments | (1,067,000) | ||
Balance accrued at end of period - Successor | 50,000 | 50,000 | |
Eagle Ford Shale Area | Employee Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance accrued at beginning of period - Successor | 0 | ||
Restructuring and exit-related costs | 225,000 | ||
Cash payments | (225,000) | ||
Balance accrued at end of period - Successor | 0 | 0 | |
Eagle Ford Shale Area | Lease Exit Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance accrued at beginning of period - Successor | 0 | ||
Restructuring and exit-related costs | 64,000 | ||
Cash payments | (41,000) | ||
Balance accrued at end of period - Successor | 23,000 | 23,000 | |
Eagle Ford Shale Area | Other Exit Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance accrued at beginning of period - Successor | 0 | ||
Restructuring and exit-related costs | 828,000 | ||
Cash payments | (801,000) | ||
Balance accrued at end of period - Successor | $ 27,000 | $ 27,000 |
Restructuring and Exit Costs _4
Restructuring and Exit Costs - Restructuring Reserve (Details) - Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business - Facility Closing $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at beginning of period - Successor | $ 82 |
Cash payments | (37) |
Balance accrued at end of period - Successor | $ 45 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | |||||
Current income tax expense | $ 0 | $ (58) | $ (58) | ||
Deferred income tax (expense) benefit | (34) | (11) | (11) | ||
Total income tax (expense) benefit | $ (34) | $ (69) | $ (69) | ||
Predecessor | |||||
Income Tax Contingency [Line Items] | |||||
Current income tax expense | $ (33) | $ (15) | |||
Deferred income tax (expense) benefit | 337 | 337 | |||
Total income tax (expense) benefit | $ 304 | $ 322 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||||||
Effective income tax benefit rate | (0.10%) | (0.20%) | (1.00%) | (0.20%) | (0.10%) | |
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 | May 29, 2018 | Feb. 23, 2018 | Feb. 22, 2018 | Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | 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 | |||||||
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 | 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 | 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% | |||||||
Stock options, tranche one | Chief Executive Officer | ||||||||
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 | |||||||
Stock options, tranche two | Chief Executive Officer | ||||||||
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 | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock and stock unit grants (in shares) | 0 | 0 | 1,311,000 | |||||
Restricted stock units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options awarded to purchase common stock (in shares) | 88,603 | 354,412 | ||||||
Restricted stock units | Interim Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted stock and stock unit grants (in shares) | 5,889 | |||||||
Performance-based Restricted Stock Units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 531,618 | |||||||
Performance-based Restricted Stock Units | Chief Financial Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 62,022 | |||||||
Performance-based Restricted Stock Units | Chief Legal Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options awarded to purchase common stock (in shares) | 62,022 | |||||||
Time-based Restricted Stock Units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 531,618 | |||||||
Time-based Restricted Stock Units | Chief Financial Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 62,022 | |||||||
Time-based Restricted Stock Units | Chief Legal Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares granted (in shares) | 62,022 | |||||||
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 | |||||||
Restricted stock and stock unit grants (in shares) | 0 | 0 | 20,000 | |||||
Stock options | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options awarded to purchase common stock (in shares) | 708,822 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total grants | 709 | 0 | 1,331 | ||
Stock-based compensation | $ 181 | $ 98 | $ 11,492 | ||
Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 36 | $ 457 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants | 709 | 0 | 0 | ||
Stock-based compensation | $ 181 | $ 0 | $ (788) | ||
Stock options | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | 12 | 109 | |||
Restricted stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock and stock unit grants | 0 | 0 | 20 | ||
Stock-based compensation | $ 0 | $ 76 | $ 236 | ||
Restricted stock | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | 22 | 153 | |||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock and stock unit grants | 0 | 0 | 1,311 | ||
Restricted stock units | $ 0 | $ 22 | $ 12,044 | ||
Restricted stock units | Predecessor | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units | $ 2 | $ 195 |
Segments - Additional Informat
Segments - Additional Information (Detail) | Sep. 30, 2018operating_division |
Segment Reporting [Abstract] | |
Number of operating divisions | 3 |
Segments - Financial Informati
Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 33,758 | $ 49,656 | $ 148,273 | |||
Direct operating expenses | 26,110 | 39,753 | 120,449 | |||
General and administrative expenses | 4,928 | 5,849 | 31,183 | |||
Depreciation and amortization | 17,321 | 10,018 | 36,731 | |||
Operating income (loss) | (17,005) | (6,113) | (45,770) | |||
Income (loss) before income taxes | (16,959) | (7,048) | (50,391) | |||
Total assets | 269,862 | 269,862 | $ 311,322 | |||
Total assets held for sale | 3,172 | 3,172 | 2,765 | |||
Operating Segments | Rocky Mountain | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 20,567 | 33,399 | 97,334 | |||
Direct operating expenses | 15,779 | 25,757 | 77,702 | |||
General and administrative expenses | 1,278 | 1,605 | 4,763 | |||
Depreciation and amortization | 8,020 | 5,698 | 17,910 | |||
Operating income (loss) | (6,676) | 339 | (3,041) | |||
Income (loss) before income taxes | (7,190) | 372 | (3,033) | |||
Total assets | 118,791 | 118,791 | 137,213 | |||
Total assets held for sale | 0 | 0 | 2,765 | |||
Operating Segments | Northeast | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 7,159 | 11,247 | 29,966 | |||
Direct operating expenses | 5,962 | 10,372 | 26,696 | |||
General and administrative expenses | 460 | 442 | 1,722 | |||
Depreciation and amortization | 4,834 | 1,976 | 9,565 | |||
Operating income (loss) | (4,097) | (1,543) | (8,086) | |||
Income (loss) before income taxes | (4,027) | (1,628) | (8,307) | |||
Total assets | 46,713 | 46,713 | 54,218 | |||
Total assets held for sale | 116 | 116 | 0 | |||
Operating Segments | Southern | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 6,032 | 5,010 | 20,973 | |||
Direct operating expenses | 4,369 | 3,624 | 16,051 | |||
General and administrative expenses | 829 | 106 | 935 | |||
Depreciation and amortization | 4,421 | 2,331 | 9,205 | |||
Operating income (loss) | (3,825) | (1,200) | (10,497) | |||
Income (loss) before income taxes | (3,744) | (1,240) | (10,646) | |||
Total assets | 86,877 | 86,877 | 111,457 | |||
Total assets held for sale | 2,278 | 2,278 | 0 | |||
Corporate/ Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | 0 | |||
Direct operating expenses | 0 | 0 | 0 | |||
General and administrative expenses | 2,361 | 3,696 | 23,763 | |||
Depreciation and amortization | 46 | 13 | 51 | |||
Operating income (loss) | (2,407) | (3,709) | (24,146) | |||
Income (loss) before income taxes | $ (1,998) | (4,552) | (28,405) | |||
Total assets | 17,481 | 17,481 | 8,434 | |||
Total assets held for sale | $ 778 | $ 778 | $ 0 | |||
Predecessor | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 15,122 | $ 95,883 | ||||
Direct operating expenses | 11,896 | 81,010 | ||||
General and administrative expenses | 1,326 | 22,552 | ||||
Depreciation and amortization | 4,003 | 28,981 | ||||
Operating income (loss) | (2,103) | (36,660) | ||||
Income (loss) before income taxes | 223,856 | 168,289 | ||||
Predecessor | Operating Segments | Rocky Mountain | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 8,502 | 56,546 | ||||
Direct operating expenses | 6,434 | 46,837 | ||||
General and administrative expenses | 425 | 3,877 | ||||
Depreciation and amortization | 2,376 | 15,964 | ||||
Operating income (loss) | (733) | (10,132) | ||||
Income (loss) before income taxes | (4,944) | (14,854) | ||||
Predecessor | Operating Segments | Northeast | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 3,424 | 20,751 | ||||
Direct operating expenses | 3,329 | 21,117 | ||||
General and administrative expenses | 331 | 1,917 | ||||
Depreciation and amortization | 657 | 5,352 | ||||
Operating income (loss) | (893) | (7,635) | ||||
Income (loss) before income taxes | 27,121 | 20,194 | ||||
Predecessor | Operating Segments | Southern | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 3,196 | 18,586 | ||||
Direct operating expenses | 2,133 | 13,056 | ||||
General and administrative expenses | 3 | 1,684 | ||||
Depreciation and amortization | 955 | 7,542 | ||||
Operating income (loss) | 105 | (3,696) | ||||
Income (loss) before income taxes | 22,583 | 18,650 | ||||
Predecessor | Corporate/ Other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 0 | 0 | ||||
Direct operating expenses | 0 | 0 | ||||
General and administrative expenses | 567 | 15,074 | ||||
Depreciation and amortization | 15 | 123 | ||||
Operating income (loss) | (582) | (15,197) | ||||
Income (loss) before income taxes | $ 179,096 | $ 144,299 |
Subsidiary Guarantors - Additi
Subsidiary Guarantors - Additional Information (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Subsidiary ownership percentage | 100.00% | 100.00% |
Subsidiary Guarantors - Conden
Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||
Jul. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | |
Condensed Income Statements, Captions [Line Items] | |||||||||
Revenue | $ 33,758 | $ 49,656 | $ 148,273 | ||||||
Costs and expenses: | |||||||||
Direct operating expenses | 26,110 | 39,753 | 120,449 | ||||||
General and administrative expenses | 4,928 | 5,849 | 31,183 | ||||||
Depreciation and amortization | 17,321 | 10,018 | 36,731 | ||||||
Total costs and expenses | 50,763 | 55,769 | 194,043 | ||||||
Operating loss | (17,005) | (6,113) | (45,770) | ||||||
Interest expense, net | (778) | (1,241) | (3,695) | ||||||
Reorganization items, net | 530 | 137 | (1,609) | ||||||
(Loss) income before income taxes | (16,959) | (7,048) | (50,391) | ||||||
Income tax (expense) benefit | (34) | (69) | (69) | ||||||
Net (loss) income | $ (16,993) | $ (7,117) | $ (11,176) | $ (32,167) | $ (50,460) | ||||
Predecessor | |||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||
Revenue | $ 15,122 | $ 95,883 | |||||||
Costs and expenses: | |||||||||
Direct operating expenses | 11,896 | 81,010 | |||||||
General and administrative expenses | 1,326 | 22,552 | |||||||
Depreciation and amortization | 4,003 | 28,981 | |||||||
Total costs and expenses | 17,225 | 132,543 | |||||||
Operating loss | (2,103) | (36,660) | |||||||
Interest expense, net | (3,246) | (22,792) | |||||||
Other income, net | 7 | 4,261 | |||||||
Income (loss) from equity investments | 0 | (14) | |||||||
Reorganization items, net | 229,198 | 223,494 | |||||||
(Loss) income before income taxes | 223,856 | 168,289 | |||||||
Income tax (expense) benefit | 304 | 322 | |||||||
Net (loss) income | 224,160 | $ (19,587) | $ (35,962) | 168,611 | |||||
Predecessor | Reportable Legal Entities | Parent | |||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||
Revenue | 0 | 0 | |||||||
Costs and expenses: | |||||||||
Direct operating expenses | 0 | 0 | |||||||
General and administrative expenses | 567 | 15,074 | |||||||
Depreciation and amortization | 15 | 123 | |||||||
Total costs and expenses | 582 | 15,197 | |||||||
Operating loss | (582) | (15,197) | |||||||
Interest expense, net | (3,207) | (22,333) | |||||||
Other income, net | 0 | 4,125 | |||||||
Income (loss) from equity investments | 122,214 | 101,462 | |||||||
Reorganization items, net | 182,885 | 177,704 | |||||||
(Loss) income before income taxes | 301,310 | 245,761 | |||||||
Income tax (expense) benefit | (77,150) | (77,150) | |||||||
Net (loss) income | 224,160 | 168,611 | |||||||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | |||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||
Revenue | 15,122 | 95,883 | |||||||
Costs and expenses: | |||||||||
Direct operating expenses | 11,896 | 81,010 | |||||||
General and administrative expenses | 759 | 7,478 | |||||||
Depreciation and amortization | 3,988 | 28,858 | |||||||
Total costs and expenses | 16,643 | 117,346 | |||||||
Operating loss | (1,521) | (21,463) | |||||||
Interest expense, net | (39) | (459) | |||||||
Other income, net | 7 | 136 | |||||||
Income (loss) from equity investments | 0 | (14) | |||||||
Reorganization items, net | 46,313 | 45,790 | |||||||
(Loss) income before income taxes | 44,760 | 23,990 | |||||||
Income tax (expense) benefit | 77,454 | 77,472 | |||||||
Net (loss) income | 122,214 | 101,462 | |||||||
Predecessor | Consolidation, Eliminations | |||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||
Revenue | 0 | 0 | |||||||
Costs and expenses: | |||||||||
Direct operating expenses | 0 | 0 | |||||||
General and administrative expenses | 0 | 0 | |||||||
Depreciation and amortization | 0 | 0 | |||||||
Total costs and expenses | 0 | 0 | |||||||
Operating loss | 0 | 0 | |||||||
Interest expense, net | 0 | 0 | |||||||
Other income, net | 0 | 0 | |||||||
Income (loss) from equity investments | (122,214) | (101,462) | |||||||
Reorganization items, net | 0 | 0 | |||||||
(Loss) income before income taxes | (122,214) | (101,462) | |||||||
Income tax (expense) benefit | 0 | 0 | |||||||
Net (loss) income | $ (122,214) | $ (101,462) |
Subsidiary Guarantors - Cond_2
Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Jul. 31, 2017 | Sep. 30, 2018 | |
Cash flows from operating activities: | |||
Net cash used in operating activities | $ (3,072) | $ 4,220 | |
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 1,623 | 19,066 | |
Purchase of property, plant and equipment | (404) | (9,687) | |
Net cash provided by (used in) investing activities | 1,295 | 9,454 | |
Cash flows from financing activities: | |||
Payments for debt issuance costs | 0 | 0 | |
Proceeds from debtor in possession term loan | 0 | 0 | |
Payments on vehicle financing and other financing activities | (1,773) | (1,399) | |
Net cash (used in) provided by financing activities | (2,215) | (3,531) | |
Change in cash, cash equivalents and restricted cash | (3,992) | 10,143 | |
Cash and cash equivalents, beginning of period | 14,998 | 6,784 | |
Cash, cash equivalents and restricted cash, end of period | 11,006 | $ 14,998 | 16,927 |
Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | 0 | 0 | |
First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on long-term lines of credit | (442) | (2,132) | |
Proceeds from Predecessor term loan | 0 | $ 0 | |
Predecessor | |||
Cash flows from operating activities: | |||
Net cash used in operating activities | (18,949) | ||
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 3,083 | ||
Purchase of property, plant and equipment | (3,149) | ||
Net cash provided by (used in) investing activities | (66) | ||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 106,785 | ||
Payments on long-term lines of credit | (129,964) | ||
Payments for debt issuance costs | (1,053) | ||
Proceeds from debtor in possession term loan | 6,875 | ||
Payments on vehicle financing and other financing activities | (2,797) | ||
Net cash (used in) provided by financing activities | 31,599 | ||
Change in cash, cash equivalents and restricted cash | 12,584 | ||
Cash and cash equivalents, beginning of period | 14,998 | 2,414 | |
Cash, cash equivalents and restricted cash, end of period | 14,998 | ||
Predecessor | Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | 15,700 | ||
Predecessor | First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Payments on long-term lines of credit | 0 | ||
Proceeds from Predecessor term loan | 36,053 | ||
Predecessor | Reportable Legal Entities | Parent | |||
Cash flows from operating activities: | |||
Net cash used in operating activities | (18,672) | ||
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 revolving credit facility | 106,785 | ||
Payments on long-term lines of credit | (129,964) | ||
Payments for debt issuance costs | (1,053) | ||
Proceeds from debtor in possession term loan | 6,875 | ||
Payments on vehicle financing and other financing activities | 0 | ||
Net cash (used in) provided by financing activities | 34,396 | ||
Change in cash, cash equivalents and restricted cash | 15,724 | ||
Cash and cash equivalents, beginning of period | 17,112 | 1,388 | |
Cash, cash equivalents and restricted cash, end of period | 17,112 | ||
Predecessor | Reportable Legal Entities | Parent | Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | 15,700 | ||
Predecessor | Reportable Legal Entities | Parent | First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | 36,053 | ||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | |||
Cash flows from operating activities: | |||
Net cash used in operating activities | (277) | ||
Cash flows from investing activities: | |||
Proceeds from the sale of property and equipment | 3,083 | ||
Purchase of property, plant and equipment | (3,149) | ||
Net cash provided by (used in) investing activities | (66) | ||
Cash flows from financing activities: | |||
Proceeds from revolving credit facility | 0 | ||
Payments on long-term lines of credit | 0 | ||
Payments for debt issuance costs | 0 | ||
Proceeds from debtor in possession term loan | 0 | ||
Payments on vehicle financing and other financing activities | (2,797) | ||
Net cash (used in) provided by financing activities | (2,797) | ||
Change in cash, cash equivalents and restricted cash | (3,140) | ||
Cash and cash equivalents, beginning of period | $ (2,114) | 1,026 | |
Cash, cash equivalents and restricted cash, end of period | (2,114) | ||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | Predecessor Term Loan | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | 0 | ||
Predecessor | Reportable Legal Entities | Guarantor Subsidiaries | First and Second Lien Term Loans | |||
Cash flows from financing activities: | |||
Proceeds from Predecessor term loan | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Oct. 05, 2018USD ($)wellday$ / shares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / shares | Jul. 31, 2017$ / shares |
Business Acquisition [Line Items] | ||||
Exercise price of subscription right (in USD per share) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |
Clearwater | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 400,000 | $ 400,000 | ||
Subsequent Event | ||||
Business Acquisition [Line Items] | ||||
Volume weighted average price of common stock | 20 days | |||
Rights offering, aggregate offering price | $ 32,500,000 | |||
Percentage of nonrefundable cash payments | 1.00% | |||
Required period for registration statement (in days) | day | 20 | |||
Exercise price of subscription right (in USD per share) | $ / shares | $ 9.61 | |||
Subsequent Event | Two Largest Shareholders | ||||
Business Acquisition [Line Items] | ||||
Percentage of stock held by largest shareholders | 90.00% | |||
Subsequent Event | Term Loan | Ares | Line of Credit | ||||
Business Acquisition [Line Items] | ||||
Additional term loan from credit agreement | $ 10,000,000 | |||
Subsequent Event | Bridge Term Loan Credit Agreement | ||||
Business Acquisition [Line Items] | ||||
Bridge loan | $ 32,500,000 | |||
Interest rate | 11.00% | |||
Cure period, expiration | 10 days | |||
Volume weighted average price of common stock | 20 days | |||
Subsequent Event | Bridge Term Loan Credit Agreement - Portion Used to Fund Acquisition | ||||
Business Acquisition [Line Items] | ||||
Bridge loan | $ 22,500,000 | |||
Subsequent Event | Successor Second Lien Term Loan | ||||
Business Acquisition [Line Items] | ||||
Repayments of outstanding debt | 10,000,000 | |||
Subsequent Event | Clearwater | ||||
Business Acquisition [Line Items] | ||||
Consideration | $ 41,900,000 | |||
Number of salt water disposal wells in service | well | 3 | |||
Bridge loan | $ 32,500,000 |
Subsequent Events - Preliminary
Subsequent Events - Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Oct. 05, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 27,139 | $ 27,139 | |
Subsequent Event | Clearwater | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,897 | ||
Intangibles | 799 | ||
Property, plant and equipment | 37,396 | ||
Goodwill | 2,382 | ||
Accounts payable and accrued expenses | (574) | ||
Total | $ 41,900 |