Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NES | |
Entity Registrant Name | Nuverra Environmental Solutions, Inc. | |
Entity Central Index Key | 0001403853 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,708,898 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash | $ 3,949 | $ 7,302 |
Restricted cash | 1,329 | 656 |
Accounts receivable, net of allowance for doubtful accounts of $1.4 million and $1.6 million at March 31, 2019 and December 31, 2018, respectively | 28,689 | 31,392 |
Inventories | 3,352 | 3,358 |
Prepaid expenses and other receivables | 3,539 | 2,435 |
Other current assets | 283 | 1,582 |
Assets held for sale | 4,604 | 2,782 |
Total current assets | 45,745 | 49,507 |
Property, plant and equipment, net of accumulated depreciation of $75.1 million and $73.6 million at March 31, 2019 and December 31, 2018, respectively | 208,520 | 215,640 |
Operating lease assets | 4,103 | 0 |
Equity investments | 38 | 41 |
Intangibles, net | 997 | 1,112 |
Goodwill | 29,518 | 29,518 |
Other assets | 130 | 118 |
Total assets | 289,051 | 295,936 |
Liabilities and Shareholders’ Equity | ||
Accounts payable | 5,980 | 9,061 |
Accrued and other current liabilities | 14,733 | 16,670 |
Current portion of long-term debt | 6,450 | 38,305 |
Current contingent consideration | 500 | 500 |
Derivative warrant liability | 75 | 34 |
Total current liabilities | 27,738 | 64,570 |
Long-term debt | 29,656 | 27,628 |
Noncurrent operating lease liabilities | 2,180 | 0 |
Deferred income taxes | 251 | 181 |
Other long-term liabilities | 7,323 | 7,130 |
Total liabilities | 67,148 | 99,509 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock | 157 | 122 |
Additional paid-in capital | 336,455 | 303,463 |
Treasury stock | (373) | 0 |
Accumulated deficit | (114,336) | (107,158) |
Total shareholders’ equity | 221,903 | 196,427 |
Total liabilities and shareholders’ equity | $ 289,051 | $ 295,936 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1.4 | $ 1.6 |
Property, plant and equipment, accumulated depreciation | $ 75.1 | $ 73.6 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Service revenue | $ 39,001 | $ 45,527 |
Rental revenue | 3,626 | 4,142 |
Total revenue | 42,627 | 49,669 |
Costs and expenses: | ||
Direct operating expenses | 32,557 | 41,627 |
General and administrative expenses | 5,475 | 19,320 |
Depreciation and amortization | 9,135 | 14,744 |
Impairment of long-lived assets | 117 | 4,131 |
Other, net | 0 | 599 |
Total costs and expenses | 47,284 | 80,421 |
Operating loss | (4,657) | (30,752) |
Interest expense, net | (1,421) | (1,250) |
Other income (expense), net | 25 | (73) |
Reorganization items, net | (223) | (92) |
Loss before income taxes | (6,276) | (32,167) |
Income tax expense | (79) | 0 |
Net loss | $ (6,355) | $ (32,167) |
Earnings per common share: | ||
Net loss per basic common share (usd per share) | $ (0.41) | $ (2.75) |
Net loss per diluted common share (usd per share) | $ (0.41) | $ (2.75) |
Weighted average shares outstanding: | ||
Basic (in shares) | 15,550 | 11,696 |
Diluted (in shares) | 15,550 | 11,696 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (6,355) | $ (32,167) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 9,135 | 14,744 | |
Amortization of debt issuance costs, net | 206 | 0 | |
Accrued interest added to debt principal | 0 | 119 | |
Stock-based compensation | 852 | 10,978 | |
Impairment of long-lived assets | 117 | 4,131 | |
Gain on sale of UGSI | 0 | (75) | |
Gain on disposal of property, plant and equipment | (858) | (8) | |
Bad debt (recoveries) expense | (141) | 313 | |
Change in fair value of derivative warrant liability | 41 | 192 | $ (443) |
Deferred income taxes | 70 | 0 | |
Other, net | 29 | 149 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,944 | (5,534) | |
Prepaid expenses and other receivables | (1,104) | (2,573) | |
Accounts payable and accrued liabilities | (6,735) | 2,110 | |
Other assets and liabilities, net | 1,294 | 368 | |
Net cash used in operating activities | (505) | (7,253) | |
Cash flows from investing activities: | |||
Proceeds from the sale of property, plant and equipment | 3,665 | 11,881 | |
Purchases of property, plant and equipment | (3,626) | (3,380) | |
Proceeds from the sale of UGSI | 0 | 75 | |
Net cash provided by investing activities | 39 | 8,576 | |
Cash flows from financing activities: | |||
Payments on First and Second Lien Term Loans | (1,102) | (799) | |
Proceeds from Revolving Facility | 51,037 | 55,321 | |
Payments on Revolving Facility | (51,037) | (56,001) | |
Payments on Bridge Term Loan | (31,382) | 0 | |
Proceeds from the issuance of stock | 31,057 | 0 | |
Payments on finance leases and other financing activities | (787) | (456) | |
Net cash used in financing activities | (2,214) | (1,935) | |
Change in cash and restricted cash | (2,680) | (612) | |
Cash, beginning of period | 7,302 | 5,488 | 5,488 |
Restricted cash, beginning of period | 656 | 1,296 | 1,296 |
Cash and restricted cash, beginning of period | 7,958 | 6,784 | 6,784 |
Cash, end of period | 3,949 | 4,088 | 7,302 |
Restricted cash, end of period | 1,329 | 2,084 | 656 |
Cash and restricted cash, end of period | 5,278 | 6,172 | $ 7,958 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 1,205 | 951 | |
Cash paid for taxes, net | 0 | 52 | |
Common stock issued to settle Bridge Term Loan | $ 1,118 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 242,973 | $ 117 | $ 290,751 | $ 0 | $ (47,895) |
Beginning balance (in shares) at Dec. 31, 2017 | 11,696 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 10,978 | 10,978 | |||
Numerator: Net loss | (32,167) | (32,167) | |||
Ending balance at Mar. 31, 2018 | 221,784 | $ 117 | 301,729 | $ 0 | (80,062) |
Ending balance (in shares) at Mar. 31, 2018 | 11,696 | 0 | |||
Beginning balance at Dec. 31, 2018 | 196,427 | $ 122 | 303,463 | $ 0 | (107,158) |
Beginning balance (in shares) at Dec. 31, 2018 | 12,233 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for Rights Offering | 32,175 | $ 34 | 32,141 | ||
Issuance of common stock for rights offering (in shares) | 3,382 | ||||
Issuance of common stock to employees | $ 1 | (1) | |||
Issuance of common stock to employees (in shares) | 97 | ||||
Treasury stock acquired through surrender of shares for tax withholding | (373) | $ (373) | |||
Treasury stock acquired through surrender of shares for tax withholding (in shares) | (34) | ||||
Share-based compensation | 852 | 852 | |||
Numerator: Net loss | (6,355) | (6,355) | |||
Ending balance at Mar. 31, 2019 | $ 221,903 | $ 157 | $ 336,455 | $ (373) | $ (114,336) |
Ending balance (in shares) at Mar. 31, 2019 | 15,712 | 34 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 , 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, 2018, filed with the SEC on March 12, 2019 (the “2018 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 Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), replacing the previous leasing standard Accounting Standards Codification 840, Leases (“ASC 840”), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases with terms longer than 12 months on the balance sheet. Leases are to be classified as either operating or finance, with classification affecting the pattern of expense recognition in the statement of operations. The new standard was effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. We adopted this new lease standard on January 1, 2019 using a modified retrospective transition, with the cumulative-effect adjustment to the opening balance of accumulated deficit as of the effective date (the “effective date method”). Under the effective date method, financial results reported in periods prior to 2019 are unchanged. We also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carryforward the historical lease classification. In addition, we have made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will continue to recognize those lease payments in the consolidated statement of operations on a straight-line basis over the lease term. The adoption of the new lease standard resulted in the recognition of operating lease assets and operating lease liabilities of approximately $4.9 million , respectively, as of January 1, 2019. Additionally, as of January 1, 2019, we recorded an adjustment of $0.8 million to accumulated deficit as a result of the re-measurement of the present value of remaining lease payments for the finance leases previously recorded as capital leases. The finance lease assets and finance lease liabilities as of January 1, 2019 were $1.8 million , respectively. We believe the adoption of the new lease standard will not materially impact our results of operations, nor have a notable impact on our liquidity. See Note 3 for further information on our leases. 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 2018 Annual Report on Form 10-K. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenues are generated upon the performance of contracted services under formal and informal contracts with customers. Revenues are recognized when the contracted services for our customers are completed in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and usage-based taxes are excluded from revenues. Payment is due when the contracted services are completed in accordance with the payment terms established with each customer prior to providing any services. As such, there is no significant financing component for any of our revenues. Some of our contracts with customers involve multiple performance obligations as we are providing more than one service under the same contract, such as water transfer services and disposal services. However, our core service offerings are capable of being distinct and also are distinct within the context of contracts with our customers. As such, these services represent separate performance obligations when included in a single contract. We have standalone pricing for all of our services which is negotiated with each of our customers in advance of providing the service. The contract consideration is allocated to the individual performance obligations based upon the standalone selling price of each service, and no discount is offered for a bundled services offering. The following tables present our revenues disaggregated by revenue source for each reportable segment for the three months ended March 31, 2019 and March 31, 2018 : For the Three Months Ended March 31, 2019 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 15,709 $ 7,972 $ 3,484 $ — $ 27,165 Disposal Services 4,071 3,499 2,406 — 9,976 Other Revenue 1,546 302 12 — 1,860 Total Service Revenue 21,326 11,773 5,902 — 39,001 Rental Revenue 3,551 67 8 — 3,626 Total Revenue $ 24,877 $ 11,840 $ 5,910 $ — $ 42,627 For the Three Months Ended March 31, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,260 $ 8,019 $ 8,111 $ — $ 37,390 Disposal Services 3,612 777 1,236 — 5,625 Other Revenue 2,124 254 134 — 2,512 Total Service Revenue 26,996 9,050 9,481 — 45,527 Rental Revenue 3,774 63 305 — 4,142 Total Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 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 lay flat temporary hose or permanent water transport pipelines. Water transfer rates for trucking are based upon either a fixed fee per barrel of disposal water or 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 fresh water, as well as the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Revenue is recognized for fresh water sales and “junk” or “slop” oil sales at a point in time once the goods are transferred. Also included is revenue generated by oilfield labor services, often times called “roustabout work,” provided by the Company. Revenue is recognized in other revenue for the oilfield labor services once the activity has been performed, or over time, based on the agreed upon hourly rate, depending upon the customer contract. Oilfield labor services are short-term in nature with hours tracked each day services are provided. As such, there are no remaining performance obligations outstanding at the end of each month. Other revenue also historically included small-scale construction or maintenance projects, however we exited that business during the three months ended June 30, 2018. 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 recognized under ASC 840 for the periods prior to January 1, 2019, and under ASC 842 for the periods after January 1, 2019. As the rental service period for our equipment is very short term in nature and does not include any sales-type or direct financing leases, nor any variable rental components, the adoption of ASC 842 in 2019 did not have a material impact upon our consolidated statement of operations. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We lease vehicles, transportation equipment, real estate and certain office equipment. We determine if an arrangement is a lease at inception. Operating and finance lease assets represent our right to use an underlying asset for the lease term, and operating and finance lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. Absent a documented borrowing rate from the lessor, we use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. Most of our leases have remaining lease terms of less than one year to 20 years , with one lease having a term of 99 years . Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis. Some of our vehicle leases include residual value guarantees. It is probable that we will owe approximately $1.5 million under the residual value guarantee, therefore this amount has been included in the measurement of the lease liability and leased asset. The components of lease expense were as follows: Three Months Ended Lease Cost Classification March 31, 2019 Operating lease cost (a) General and administrative expenses $ 724 Finance lease cost: Amortization of leased assets Depreciation and amortization 546 Interest on lease liabilities Interest expense, net 63 Variable lease cost General and administrative expenses 1,066 Sublease income Other income, net (51 ) Total net lease cost $ 2,348 (a) Includes short-term leases which represented $0.2 million of the balance. Supplemental balance sheet, cash flow and other information related to leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2019 Assets: Operating lease assets Operating lease assets $ 4,103 Finance lease assets Property, plant and equipment, net of accumulated depreciation (a) 5,220 Total leased assets $ 9,323 Liabilities: Current Operating lease liabilities Accrued and other current liabilities $ 1,945 Finance lease liabilities Current portion of long-term debt 1,826 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 2,180 Finance lease liabilities Long-term debt 3,627 Total lease liabilities $ 9,578 (a) Finance lease assets are recorded net of accumulated amortization of $0.5 million as of March 31, 2019. Lease Term and Discount Rate March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 18.0 Finance leases 5.2 Weighted-average discount rate: Operating leases 8.92 % Finance leases 6.89 % Supplemental Disclosure of Cash Flow Information and Other Information March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 724 Operating cash flows from finance leases 63 Financing cash flows from finance leases 414 Leased assets obtained in exchange for new operating lease liabilities $ — Leased assets obtained in exchange for new finance lease liabilities 3,962 Maturities of lease liabilities were as follows: March 31, 2019 Operating Leases (a) Finance Leases (b) 2019 $ 1,869 $ 1,332 2020 1,530 1,458 2021 430 748 2022 289 748 2023 164 1,089 Thereafter 6,759 1,673 Total lease payments 11,041 7,048 Less amount representing executory costs (c) (114 ) — Net lease payments 10,927 7,048 Less amount representing interest (6,802 ) (1,595 ) Present value of total lease liabilities 4,125 5,453 Less current lease liabilities (1,945 ) (1,826 ) Long-term lease liabilities $ 2,180 $ 3,627 (a) Operating lease payments include $0.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $1.7 million related to options to extend lease terms that are reasonably certain of being exercised. (c) Represents executory costs for all leases. We included executory costs in lease payments under ASC 840, and have elected to continue to include executory costs for both leases that commenced before and after the effective date of ASC 842. As of March 31, 2019, we have additional finance lease commitments that have not yet commenced of approximately $3.3 million for 20 water transfer trucks to be delivered in the third quarter of 2019 with lease terms of four years . Disclosures related to periods prior to adoption of ASC 842 Lease expense under operating leases was approximately $1.2 million during the three months ended March 31, 2018. As of December 31, 2018, future minimum lease payments, by year and in the aggregate, under all noncancellable leases were as follows: December 31, 2018 Operating Leases Capital Leases 2019 $ 2,415 $ 1,287 2020 1,453 718 2021 431 — 2022 294 — 2023 164 — Thereafter 6,755 — Total lease payments $ 11,512 2,005 Less amount representing executory costs (30 ) Net lease payments 1,975 Less amount representing interest (90 ) Present value of net lease payments $ 1,885 |
Leases | Leases We lease vehicles, transportation equipment, real estate and certain office equipment. We determine if an arrangement is a lease at inception. Operating and finance lease assets represent our right to use an underlying asset for the lease term, and operating and finance lease liabilities represent our obligation to make lease payments arising from the lease. Operating and finance lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. Absent a documented borrowing rate from the lessor, we use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. Most of our leases have remaining lease terms of less than one year to 20 years , with one lease having a term of 99 years . Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis. Some of our vehicle leases include residual value guarantees. It is probable that we will owe approximately $1.5 million under the residual value guarantee, therefore this amount has been included in the measurement of the lease liability and leased asset. The components of lease expense were as follows: Three Months Ended Lease Cost Classification March 31, 2019 Operating lease cost (a) General and administrative expenses $ 724 Finance lease cost: Amortization of leased assets Depreciation and amortization 546 Interest on lease liabilities Interest expense, net 63 Variable lease cost General and administrative expenses 1,066 Sublease income Other income, net (51 ) Total net lease cost $ 2,348 (a) Includes short-term leases which represented $0.2 million of the balance. Supplemental balance sheet, cash flow and other information related to leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2019 Assets: Operating lease assets Operating lease assets $ 4,103 Finance lease assets Property, plant and equipment, net of accumulated depreciation (a) 5,220 Total leased assets $ 9,323 Liabilities: Current Operating lease liabilities Accrued and other current liabilities $ 1,945 Finance lease liabilities Current portion of long-term debt 1,826 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 2,180 Finance lease liabilities Long-term debt 3,627 Total lease liabilities $ 9,578 (a) Finance lease assets are recorded net of accumulated amortization of $0.5 million as of March 31, 2019. Lease Term and Discount Rate March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 18.0 Finance leases 5.2 Weighted-average discount rate: Operating leases 8.92 % Finance leases 6.89 % Supplemental Disclosure of Cash Flow Information and Other Information March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 724 Operating cash flows from finance leases 63 Financing cash flows from finance leases 414 Leased assets obtained in exchange for new operating lease liabilities $ — Leased assets obtained in exchange for new finance lease liabilities 3,962 Maturities of lease liabilities were as follows: March 31, 2019 Operating Leases (a) Finance Leases (b) 2019 $ 1,869 $ 1,332 2020 1,530 1,458 2021 430 748 2022 289 748 2023 164 1,089 Thereafter 6,759 1,673 Total lease payments 11,041 7,048 Less amount representing executory costs (c) (114 ) — Net lease payments 10,927 7,048 Less amount representing interest (6,802 ) (1,595 ) Present value of total lease liabilities 4,125 5,453 Less current lease liabilities (1,945 ) (1,826 ) Long-term lease liabilities $ 2,180 $ 3,627 (a) Operating lease payments include $0.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $1.7 million related to options to extend lease terms that are reasonably certain of being exercised. (c) Represents executory costs for all leases. We included executory costs in lease payments under ASC 840, and have elected to continue to include executory costs for both leases that commenced before and after the effective date of ASC 842. As of March 31, 2019, we have additional finance lease commitments that have not yet commenced of approximately $3.3 million for 20 water transfer trucks to be delivered in the third quarter of 2019 with lease terms of four years . Disclosures related to periods prior to adoption of ASC 842 Lease expense under operating leases was approximately $1.2 million during the three months ended March 31, 2018. As of December 31, 2018, future minimum lease payments, by year and in the aggregate, under all noncancellable leases were as follows: December 31, 2018 Operating Leases Capital Leases 2019 $ 2,415 $ 1,287 2020 1,453 718 2021 431 — 2022 294 — 2023 164 — Thereafter 6,755 — Total lease payments $ 11,512 2,005 Less amount representing executory costs (30 ) Net lease payments 1,975 Less amount representing interest (90 ) Present value of net lease payments $ 1,885 |
Acquisition of Clearwater
Acquisition of Clearwater | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Clearwater | 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 $42.3 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 not only by providing additional disposal capacity, but also by providing synergies for trucking. Consideration consisted of $42.3 million in cash which was funded primarily by a $32.5 million bridge loan (the “Bridge Term Loan”) that was repaid with proceeds from an offering to our shareholders 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 Bridge Term Loan was extended pursuant to the Bridge Term Loan Agreement, entered October 5, 2018 (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 (“Wilmington”). In addition, our credit agreement lenders provided us with an additional term loan under the First Lien Credit Agreement, entered August 7, 2017, by and among the lenders party thereto, ACF FinCo I, LP, as administrative agent, and the Company (the “Credit Agreement”) in the amount of $10.0 million which was used to finance a portion of the Acquisition (the “First Lien Term Loan”). See Note 5 for further discussion on the Rights Offering. During the three months ended March 31, 2019, we recorded an adjustment for the backstop fee for the Rights Offering (see Note 5 ) to additional paid-in-capital which was previously expensed and resulted in a credit of $0.3 million to general and administrative costs in the accompanying condensed consolidated statements of operations. Total adjusted transaction costs for the Acquisition were $1.1 million , the majority of which were recorded during the year ended December 31, 2018. 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. The final working capital was agreed upon during the three months ended March 31, 2019, which resulted in no changes to the purchase price allocation. As such, we believe that the purchase price allocation is final. The final allocation of the purchase price is summarized as follows: Accounts receivable $ 1,897 Intangible assets 799 Property, plant and equipment 37,589 Goodwill 2,379 Accounts payable and accrued expenses (372 ) Total $ 42,292 The 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. The entire goodwill balance is expected to be deductible for tax purposes and is all related to the Northeast division. The estimated fair value of the assets acquired and the liabilities assumed represents a nonrecurring Level 3 fair value estimate. Pro forma financial information is not presented as the revenues and earnings of the Acquisition are not material to our consolidated statement of operations. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Rights Offering In connection with the Acquisition, we agreed, pursuant to our Bridge Term Loan Credit Agreement, to use our reasonable best efforts to effectuate and close the Rights Offering as soon as reasonably practicable following October 5, 2018. Holders who subscribed for all of their basic subscription rights also could elect to subscribe for additional shares pursuant to an over-subscription privilege. 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 agreed to acquire all unsubscribed shares remaining after stockholders exercised their over-subscription privilege. 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. This fee was recorded to additional paid-in-capital during the three months ended March 31, 2019. Pursuant to the Backstop Commitment Letter, we were required to file a registration statement with the SEC within 20 days following October 5, 2018. This initial Registration Statement on Form S-1 was filed with the SEC on October 25, 2018, with amendments to the Form S-1 filed on December 4, 2018 and December 7, 2018. The Registration Statement on Form S-1 was declared effective by the SEC on Friday, December 7, 2018. The Rights Offering launched at the close of business on December 10, 2018 and terminated, as to unexercised rights, at 5:00 p.m. New York City time on December 28, 2018. We sold an aggregate of 3,381,894 shares of common stock at a purchase price of $9.61 per share in the Rights Offering. On January 2, 2019, we received the aggregate cash proceeds from the Rights Offering of $31.4 million . Additionally, one of the Backstop Parties elected to satisfy the backstop commitment by converting $1.1 million of the Bridge Term Loan to common stock. The aggregate cash proceeds from the Rights Offering were used to repay the remaining $31.4 million balance of the Bridge Term Loan, satisfying the obligations under the Bridge Term Loan Credit Agreement. The shares of common stock subscribed for in the Rights Offering were distributed to applicable offering participants through our transfer agent or through the clearing systems of the Depository Trust Company, which commenced on January 2, 2019. Immediately after the issuance of the 3,381,894 shares for the Rights Offering which commenced on January 2, 2019, the Company had 15,614,981 common shares outstanding. Other Equity Issuances During the three months ended March 31, 2019, we issued common stock for our share-based compensation program which is discussed further in Note 15 . |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share Net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2019 and March 31, 2018 , no shares of common stock underlying stock options, restricted stock or warrants were included in the computation of diluted earnings per common share because the inclusion of such shares would be anti-dilutive based on the net losses reported for those periods. The following table presents the calculation of basic and diluted net loss per common share, as well as the anti-dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (6,355 ) $ (32,167 ) Denominator: Weighted average shares—basic 15,550 11,696 Common stock equivalents — — Weighted average shares—diluted 15,550 11,696 Earnings per common share: Net loss per basic common share $ (0.41 ) $ (2.75 ) Net loss per diluted common share $ (0.41 ) $ (2.75 ) Anti-dilutive stock-based awards excluded: 463 985 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill There were no changes in the carrying value of goodwill during the three months ended March 31, 2019. Of the $29.5 million reported as goodwill as of March 31, 2019, and December 31, 2018, respectively, $21.9 million relates to the Northeast division, $4.9 million relates to the Rocky Mountain division, and $2.7 million relates to the Southern division. Intangible Assets Intangible assets consist of the following: March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 581 $ (205 ) $ 376 5.3 Trade name 799 (178 ) 621 1.8 Total intangible assets $ 1,380 $ (383 ) $ 997 3.1 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 581 $ (180 ) $ 401 5.5 Trade name 799 (88 ) 711 2.0 Total intangible assets $ 1,380 $ (268 ) $ 1,112 3.2 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 | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 , management approved a plan to sell real property located in the Northeast division. As a result, we began to actively market the property, which we expect to sell within one year. In accordance with applicable accounting guidance, the real property was 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, 2019 . As the fair value of the real property reclassified as held for sale was lower than its net book value, we recorded an impairment charge of $0.1 million during the three months ended March 31, 2019 which is included in “Impairment of long-lived assets” on our condensed consolidated statements of operations. During the three months ended March 31, 2018, management approved a plan to sell certain assets located in the Southern division as a result of exiting the Eagle Ford Shale area. See Note 13 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 were expected to sell within one year. These assets qualified to be classified as assets held for sale and as a result were recorded at the lower of net book value or fair value less costs to sell, which resulted in a long-lived asset 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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. 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: March 31, 2019 December 31, 2018 Derivative warrant liability $ 75 $ 34 Derivative Warrant Liability Upon emergence from chapter 11 on August 7, 2017 (the “Effective Date”) , pursuant to the prepackaged plan of reorganization (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 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 “Derivative warrant liability” presented in the condensed consolidated balance sheet during the three months ended March 31, 2019 , and the year ended December 31, 2018 . Three Months Ended Year Ended March 31, 2019 December 31, 2018 Balance at beginning of period $ 34 $ 477 Issuance of warrants — — Adjustments to estimated fair value 41 (443 ) Balance at end of period $ 75 $ 34 Other Assets acquired and liabilities assumed in business combinations are also measured at fair value on a nonrecurring basis using Level 3 inputs. See Note 4 for further discussion on the measurement of the assets and liabilities acquired in the Acquisition. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Accrued payroll and employee benefits $ 3,456 $ 6,975 Accrued insurance 3,109 2,664 Accrued legal 413 733 Accrued taxes 1,453 2,229 Accrued interest 319 520 Accrued operating costs 3,758 3,424 Accrued other 280 125 Current operating lease liabilities 1,945 — Total accrued and other current liabilities $ 14,733 $ 16,670 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Interest Rate Maturity Date Unamortized Debt Issuance Costs Fair Value of Debt (e) Carrying Value of Debt Carrying Value of Debt Revolving Facility (a) 7.74% Feb. 2021 $ — $ — $ — $ — First Lien Term Loan (b) 9.74% Feb. 2021 216 20,803 20,803 21,905 Second Lien Term Loan (b) 11.00% Oct. 2021 — 10,066 10,066 10,066 Bridge Term Loan (c) 11.00% Apr. 2019 — — — 32,500 Finance leases (d) 6.89% Various — 5,453 5,453 1,885 Total debt $ 216 $ 36,322 36,322 66,356 Debt issuance costs presented with debt (f) (216 ) (423 ) Total debt, net 36,106 65,933 Less: current portion of long-term debt (6,450 ) (38,305 ) Long-term debt $ 29,656 $ 27,628 _____________________ (a) The interest rate presented represents the interest rate as of March 31, 2019 on the $30.0 million revolving facility extended to the Company pursuant to the Credit Agreement (the “Revolving Facility”). (b) Interest on the First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus 7.25% . Interest on the Second Lien Term Loan (as defined below) accrues at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. (c) The Bridge Term Loan Credit Agreement has an interest rate of 11.0% per annum, payable in cash, in arrears, on the first day of each month. The obligations under the Bridge Term Loan Credit Agreement were repaid in full on January 2, 2019. (d) Our finance leases include finance lease arrangements related to fleet purchases and real property with a weighted-average annual interest rate of approximately 6.89% , which mature in varying installments between 2019 and 2029 . (e) Our Revolving Facility, First Lien Term Loan, Second Lien Term Loan, and finance leases bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (f) The debt issuance costs resulted from an amendment to the First Lien Term Loan during the three months ended December 31, 2018, done in connection with the Acquisition. See below for a discussion of material changes and developments in our debt and its principal terms from those described in Note 13 to the consolidated financial statements in our 2018 Annual Report on Form 10-K. Indebtedness As of March 31, 2019 , we had $36.3 million of indebtedness outstanding, consisting of $20.8 million under the First Lien Term Loan, $10.1 million under the second lien term loan facility (the “Second Lien Term Loan”) pursuant to the Second Lien Term Loan Agreement, dated August 7, 2017, by and among the lenders party thereto, Wilmington, and the Company (the “Second Lien Term Loan Agreement”), and $5.5 million of finance leases for vehicle financings and real property leases. Our Revolving Facility, First Lien Term Loan and Second Lien Term Loan contain certain affirmative and negative covenants, including a fixed charge coverage ratio covenant, as well as other terms and conditions that are customary for revolving credit facilities and term loans of this type. As of March 31, 2019 , we were in compliance with all covenants. Bridge Term Loan Credit Agreement In connection with the Acquisition on October 5, 2018, we entered into the Bridge Term Loan Credit Agreement. 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 the $32.5 million Bridge Term Loan, 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 Second Lien Term Loan Agreement. The Bridge Term Loan Credit Agreement required us to use our reasonable best efforts to effectuate and close the Rights Offering as soon as reasonably practicable following October 5, 2018. Upon the completion of the Rights Offering, we were 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. As discussed in Note 5 , on January 2, 2019, we received the aggregate cash proceeds from the Rights Offering of $31.4 million . Additionally, one of the Backstop Parties elected to satisfy the backstop commitment by converting $1.1 million of the Bridge Term Loan to common stock. The aggregate cash proceeds from the Rights Offering were used to repay the remaining $31.4 million balance of the Bridge Term Loan, satisfying the obligations under the Bridge Term Loan Credit Agreement, and thereby terminating the Bridge Term Loan Credit Agreement. |
Derivative Warrants
Derivative Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Derivative Warrants | Derivative Warrants Upon emergence from chapter 11 on the Effective Date , pursuant to the Plan, we issued to the holders of the 2018 Notes and holders of certain claims relating to the rejection of executory contracts and unexpired leases 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 warrant activity for the three months ended March 31, 2019 and March 31, 2018 : Three Months Ended March 31, 2019 2018 Outstanding at the beginning of the period 118 118 Issued — — Exercised — — Outstanding at the end of the period 118 118 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 warrants are 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 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 9 , 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 March 31, 2019 and December 31, 2018 was estimated using the following model inputs: As of March 31, As of December 31, 2019 2018 Exercise price $ 39.82 $ 39.82 Closing stock price $ 8.90 $ 8.20 Risk free rate 2.22 % 2.51 % Expected volatility 43.30 % 36.87 % |
Restructuring and Exit Costs
Restructuring and Exit Costs | 3 Months Ended |
Mar. 31, 2019 | |
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. The total costs recognized in the restructuring during in 2018 were approximately $1.1 million , and included severance and termination benefits, lease exit costs, and other exit costs related to the movement of vehicles, tanks and rental fleet. The remaining liability for the Eagle Ford exit, shown below, totaled approximately $5.0 thousand as of March 31, 2019 and is included in “Accrued and other current liabilities” in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2018 through March 31, 2019 is as follows: Lease Exit Costs Balance accrued at beginning of period $ 19 Cash payments (14 ) Balance accrued at end of period $ 5 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 $20.0 thousand as of March 31, 2019 , which is included in “Accrued and other current liabilities” in the condensed consolidated balance sheet. A rollforward of the liability from December 31, 2018 through March 31, 2019 is as follows: Lease Exit Costs Balance accrued at beginning of period $ 33 Cash payments (13 ) Balance accrued at end of period $ 20 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Three Months Ended March 31, 2019 2018 Current income tax (expense) benefit $ (9 ) $ — Deferred income tax (expense) benefit (70 ) — Total income tax (expense) benefit $ (79 ) $ — The effective income tax rate for the three months ended March 31, 2019 was (1.3)% , which differs from the federal statutory rate of 21.0% . The difference is primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. We recorded no income tax expense during the three months ended March 31, 2018 . As a result, the effective income tax rate for the three months ended March 31, 2018 was 0.0% , which differed from the federal statutory rate of 21.0% . The difference is primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. We have significant deferred tax assets, consisting primarily of net operating losses, which have a limited life, generally expiring between the years 2032 and 2037, and capital losses, which begin to expire in 2020. We regularly assess the positive and negative evidence available to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income. In light of our continued ordinary losses, at March 31, 2019 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 2019. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation The Nuverra Environmental Solutions, Inc. 2017 Long Term 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. 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 . As of March 31, 2019 , approximately 700,000 shares were available for issuance under the Incentive Plan. The 2018 Restricted Stock Plan for Directors (the “Director Plan”) provides for the grant of restricted stock to the non-employee directors of the Company. The Director Plan limits the shares that may be issued thereunder to 100,000 shares of common stock. As of March 31, 2019 , approximately 85,000 shares were available for issuance under the Director Plan. The total grants awarded under both the Incentive Plan and the Director Plan during the three months ended March 31, 2019 and March 31, 2018 are presented in the table below: Three Months Ended March 31, 2019 2018 Stock option grants — — Restricted stock grants (1) 119 1,325 Total grants in the period 119 1,325 (1) Includes restricted stock awards, performance-based restricted stock units, and time-based restricted stock units granted under the Incentive Plan and the Director Plan. The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 was as follows: Three Months Ended March 31, 2019 2018 Stock options $ — $ (788 ) Restricted stock (1) 852 11,766 Total expense $ 852 $ 10,978 (1) Includes expense related to restricted stock awards, performance-based restricted stock units, and time-based restricted stock units granted under the Incentive Plan and the Director Plan. |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Liabilities We are subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. Our operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. We have installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law. We believe we are in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which we operate. We believe that there are no unrecorded liabilities as of the periods reported herein in connection with our compliance with applicable environmental laws and regulations. The condensed consolidated balance sheet at March 31, 2019 and December 31, 2018 did not include any accruals for environmental matters. Contingent Consideration for Ideal Settlement On June 28, 2017, the Company and certain of its material subsidiaries (collectively with the Company, the “Nuverra Parties”) filed a motion with the United States Bankruptcy Court for the District of Delaware (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 and is reported in “Current contingent consideration” as of March 31, 2019, as these permits and certificates are expected to be received within one year. State Sales and Use Tax Liabilities During the year ended December 31, 2017, the Pennsylvania Department of Revenue (or “DOR”) completed an audit of our sales and use tax compliance for the period January 1, 2012 through May 31, 2017. As a result of the audit, we were assessed by the DOR for additional state and local sales and use tax plus penalties and interest. During the years ended December 31, 2017 and 2018, we disputed various claims in the assessment made by the DOR through the appropriate boards of appeal and were able to obtain relief for many of the contested claims. However, in January of 2019, the final appeals board upheld an assessment of sales tax and interest that relates to one material position. We have appealed this decision to the Commonwealth of Pennsylvania as we continue to believe that the transactions involved are exempt from sales tax in Pennsylvania, and therefore we have not recorded an accrual as of March 31, 2019. If we lose this appeal, which could take several years to settle, we estimate that we would be required to pay between $1.0 million and $1.5 million to the DOR. |
Legal Matters
Legal Matters | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal 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 United States Bankruptcy Code in the Bankruptcy Court to pursue the Plan. On July 25, 2017, the Bankruptcy Court entered an order (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 in May 2018, and in August 2018 the District Court issued an order dismissing the appeal. Hargreaves subsequently appealed the District Court’s decision to the United States Court of Appeals for the Third Circuit. The parties filed appellate briefs in December 2018 and January 2019, and as a result the appeal remains pending with the United States Court of Appeals for the Third Circuit. 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 23 to the consolidated financial statements in our 2018 Annual Report on Form 10-K. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 Revenue $ 24,877 $ 11,840 $ 5,910 $ — $ 42,627 Direct operating expenses 19,828 9,715 3,014 — 32,557 General and administrative expenses 1,046 846 399 3,184 5,475 Depreciation and amortization 4,299 2,664 2,160 12 9,135 Operating loss (296 ) (1,502 ) 337 (3,196 ) (4,657 ) Loss before income taxes (358 ) (1,595 ) 291 (4,614 ) (6,276 ) As of March 31, 2019 Total assets (a) 109,333 89,157 82,979 7,582 289,051 Total assets held for sale 2,876 928 22 778 4,604 Three months ended March 31, 2018 Revenue 30,770 9,113 9,786 — 49,669 Direct operating expenses 26,346 7,814 7,467 — 41,627 General and administrative expenses 1,276 762 578 16,704 19,320 Depreciation and amortization 6,289 4,306 4,124 25 14,744 Operating loss (3,141 ) (3,838 ) (7,044 ) (16,729 ) (30,752 ) Loss before income taxes (3,202 ) (3,899 ) (7,111 ) (17,955 ) (32,167 ) As of December 31, 2018 Total assets (a) 113,767 88,501 84,318 9,350 295,936 Total assets held for sale — — 2,004 778 2,782 _____________________ (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 13 for further discussion. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 , 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, 2018, filed with the SEC on March 12, 2019 (the “2018 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 Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”), replacing the previous leasing standard Accounting Standards Codification 840, Leases (“ASC 840”), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases with terms longer than 12 months on the balance sheet. Leases are to be classified as either operating or finance, with classification affecting the pattern of expense recognition in the statement of operations. The new standard was effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. We adopted this new lease standard on January 1, 2019 using a modified retrospective transition, with the cumulative-effect adjustment to the opening balance of accumulated deficit as of the effective date (the “effective date method”). Under the effective date method, financial results reported in periods prior to 2019 are unchanged. We also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carryforward the historical lease classification. In addition, we have made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. We will continue to recognize those lease payments in the consolidated statement of operations on a straight-line basis over the lease term. The adoption of the new lease standard resulted in the recognition of operating lease assets and operating lease liabilities of approximately $4.9 million , respectively, as of January 1, 2019. Additionally, as of January 1, 2019, we recorded an adjustment of $0.8 million to accumulated deficit as a result of the re-measurement of the present value of remaining lease payments for the finance leases previously recorded as capital leases. The finance lease assets and finance lease liabilities as of January 1, 2019 were $1.8 million , respectively. We believe the adoption of the new lease standard will not materially impact our results of operations, nor have a notable impact on our liquidity. See Note 3 for further information on our leases. 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 2018 Annual Report on Form 10-K. |
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 lay flat temporary hose or permanent water transport pipelines. Water transfer rates for trucking are based upon either a fixed fee per barrel of disposal water or 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 fresh water, as well as the sale of “junk” or “slop” oil obtained through the skimming of disposal water. Revenue is recognized for fresh water sales and “junk” or “slop” oil sales at a point in time once the goods are transferred. Also included is revenue generated by oilfield labor services, often times called “roustabout work,” provided by the Company. Revenue is recognized in other revenue for the oilfield labor services once the activity has been performed, or over time, based on the agreed upon hourly rate, depending upon the customer contract. Oilfield labor services are short-term in nature with hours tracked each day services are provided. As such, there are no remaining performance obligations outstanding at the end of each month. Other revenue also historically included small-scale construction or maintenance projects, however we exited that business during the three months ended June 30, 2018. 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 recognized under ASC 840 for the periods prior to January 1, 2019, and under ASC 842 for the periods after January 1, 2019. As the rental service period for our equipment is very short term in nature and does not include any sales-type or direct financing leases, nor any variable rental components, the adoption of ASC 842 in 2019 did not have a material impact upon our consolidated statement of operations. 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) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Disaggregated by Revenue Source | The following tables present our revenues disaggregated by revenue source for each reportable segment for the three months ended March 31, 2019 and March 31, 2018 : For the Three Months Ended March 31, 2019 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 15,709 $ 7,972 $ 3,484 $ — $ 27,165 Disposal Services 4,071 3,499 2,406 — 9,976 Other Revenue 1,546 302 12 — 1,860 Total Service Revenue 21,326 11,773 5,902 — 39,001 Rental Revenue 3,551 67 8 — 3,626 Total Revenue $ 24,877 $ 11,840 $ 5,910 $ — $ 42,627 For the Three Months Ended March 31, 2018 Rocky Mountain Northeast Southern Corp/Other Total Water Transfer Services $ 21,260 $ 8,019 $ 8,111 $ — $ 37,390 Disposal Services 3,612 777 1,236 — 5,625 Other Revenue 2,124 254 134 — 2,512 Total Service Revenue 26,996 9,050 9,481 — 45,527 Rental Revenue 3,774 63 305 — 4,142 Total Revenue $ 30,770 $ 9,113 $ 9,786 $ — $ 49,669 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows: Three Months Ended Lease Cost Classification March 31, 2019 Operating lease cost (a) General and administrative expenses $ 724 Finance lease cost: Amortization of leased assets Depreciation and amortization 546 Interest on lease liabilities Interest expense, net 63 Variable lease cost General and administrative expenses 1,066 Sublease income Other income, net (51 ) Total net lease cost $ 2,348 (a) Includes short-term leases which represented $0.2 million of the balance. |
Schedule of Assets and Liabilities, Lease Term and Discount Rate and Supplemental Disclosure | Supplemental balance sheet, cash flow and other information related to leases was as follows (in thousands, except lease term and discount rate): Leases Classification March 31, 2019 Assets: Operating lease assets Operating lease assets $ 4,103 Finance lease assets Property, plant and equipment, net of accumulated depreciation (a) 5,220 Total leased assets $ 9,323 Liabilities: Current Operating lease liabilities Accrued and other current liabilities $ 1,945 Finance lease liabilities Current portion of long-term debt 1,826 Noncurrent Operating lease liabilities Noncurrent operating lease liabilities 2,180 Finance lease liabilities Long-term debt 3,627 Total lease liabilities $ 9,578 (a) Finance lease assets are recorded net of accumulated amortization of $0.5 million as of March 31, 2019. Lease Term and Discount Rate March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 18.0 Finance leases 5.2 Weighted-average discount rate: Operating leases 8.92 % Finance leases 6.89 % Supplemental Disclosure of Cash Flow Information and Other Information March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 724 Operating cash flows from finance leases 63 Financing cash flows from finance leases 414 Leased assets obtained in exchange for new operating lease liabilities $ — Leased assets obtained in exchange for new finance lease liabilities 3,962 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities were as follows: March 31, 2019 Operating Leases (a) Finance Leases (b) 2019 $ 1,869 $ 1,332 2020 1,530 1,458 2021 430 748 2022 289 748 2023 164 1,089 Thereafter 6,759 1,673 Total lease payments 11,041 7,048 Less amount representing executory costs (c) (114 ) — Net lease payments 10,927 7,048 Less amount representing interest (6,802 ) (1,595 ) Present value of total lease liabilities 4,125 5,453 Less current lease liabilities (1,945 ) (1,826 ) Long-term lease liabilities $ 2,180 $ 3,627 (a) Operating lease payments include $0.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $1.7 million related to options to extend lease terms that are reasonably certain of being exercised. (c) Represents executory costs for all leases. We included executory costs in lease payments under ASC 840, and have elected to continue to include executory costs for both leases that commenced before and after the effective date of ASC 842. |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities were as follows: March 31, 2019 Operating Leases (a) Finance Leases (b) 2019 $ 1,869 $ 1,332 2020 1,530 1,458 2021 430 748 2022 289 748 2023 164 1,089 Thereafter 6,759 1,673 Total lease payments 11,041 7,048 Less amount representing executory costs (c) (114 ) — Net lease payments 10,927 7,048 Less amount representing interest (6,802 ) (1,595 ) Present value of total lease liabilities 4,125 5,453 Less current lease liabilities (1,945 ) (1,826 ) Long-term lease liabilities $ 2,180 $ 3,627 (a) Operating lease payments include $0.0 million related to options to extend lease terms that are reasonably certain of being exercised. (b) Finance lease payments include $1.7 million related to options to extend lease terms that are reasonably certain of being exercised. (c) Represents executory costs for all leases. We included executory costs in lease payments under ASC 840, and have elected to continue to include executory costs for both leases that commenced before and after the effective date of ASC 842. |
Schedule of Future Minimum Operating Lease Payments | As of December 31, 2018, future minimum lease payments, by year and in the aggregate, under all noncancellable leases were as follows: December 31, 2018 Operating Leases Capital Leases 2019 $ 2,415 $ 1,287 2020 1,453 718 2021 431 — 2022 294 — 2023 164 — Thereafter 6,755 — Total lease payments $ 11,512 2,005 Less amount representing executory costs (30 ) Net lease payments 1,975 Less amount representing interest (90 ) Present value of net lease payments $ 1,885 |
Schedule of Future Minimum Capital Lease Payments | As of December 31, 2018, future minimum lease payments, by year and in the aggregate, under all noncancellable leases were as follows: December 31, 2018 Operating Leases Capital Leases 2019 $ 2,415 $ 1,287 2020 1,453 718 2021 431 — 2022 294 — 2023 164 — Thereafter 6,755 — Total lease payments $ 11,512 2,005 Less amount representing executory costs (30 ) Net lease payments 1,975 Less amount representing interest (90 ) Present value of net lease payments $ 1,885 |
Acquisition of Clearwater (Tabl
Acquisition of Clearwater (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Preliminary Allocation of Purchase Price | The final allocation of the purchase price is summarized as follows: Accounts receivable $ 1,897 Intangible assets 799 Property, plant and equipment 37,589 Goodwill 2,379 Accounts payable and accrued expenses (372 ) Total $ 42,292 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per common share, as well as the anti-dilutive stock-based awards that were excluded from the calculation of diluted loss per share for the periods presented: Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (6,355 ) $ (32,167 ) Denominator: Weighted average shares—basic 15,550 11,696 Common stock equivalents — — Weighted average shares—diluted 15,550 11,696 Earnings per common share: Net loss per basic common share $ (0.41 ) $ (2.75 ) Net loss per diluted common share $ (0.41 ) $ (2.75 ) Anti-dilutive stock-based awards excluded: 463 985 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following: March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 581 $ (205 ) $ 376 5.3 Trade name 799 (178 ) 621 1.8 Total intangible assets $ 1,380 $ (383 ) $ 997 3.1 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Remaining Useful Life (Years) Disposal permits $ 581 $ (180 ) $ 401 5.5 Trade name 799 (88 ) 711 2.0 Total intangible assets $ 1,380 $ (268 ) $ 1,112 3.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of the Valuation Techniques | 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: March 31, 2019 December 31, 2018 Derivative warrant liability $ 75 $ 34 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the “Derivative warrant liability” presented in the condensed consolidated balance sheet during the three months ended March 31, 2019 , and the year ended December 31, 2018 . Three Months Ended Year Ended March 31, 2019 December 31, 2018 Balance at beginning of period $ 34 $ 477 Issuance of warrants — — Adjustments to estimated fair value 41 (443 ) Balance at end of period $ 75 $ 34 The following table shows the warrant activity for the three months ended March 31, 2019 and March 31, 2018 : Three Months Ended March 31, 2019 2018 Outstanding at the beginning of the period 118 118 Issued — — Exercised — — Outstanding at the end of the period 118 118 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued and other current liabilities consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Accrued payroll and employee benefits $ 3,456 $ 6,975 Accrued insurance 3,109 2,664 Accrued legal 413 733 Accrued taxes 1,453 2,229 Accrued interest 319 520 Accrued operating costs 3,758 3,424 Accrued other 280 125 Current operating lease liabilities 1,945 — Total accrued and other current liabilities $ 14,733 $ 16,670 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt consisted of the following at March 31, 2019 and December 31, 2018 : March 31, 2019 December 31, 2018 Interest Rate Maturity Date Unamortized Debt Issuance Costs Fair Value of Debt (e) Carrying Value of Debt Carrying Value of Debt Revolving Facility (a) 7.74% Feb. 2021 $ — $ — $ — $ — First Lien Term Loan (b) 9.74% Feb. 2021 216 20,803 20,803 21,905 Second Lien Term Loan (b) 11.00% Oct. 2021 — 10,066 10,066 10,066 Bridge Term Loan (c) 11.00% Apr. 2019 — — — 32,500 Finance leases (d) 6.89% Various — 5,453 5,453 1,885 Total debt $ 216 $ 36,322 36,322 66,356 Debt issuance costs presented with debt (f) (216 ) (423 ) Total debt, net 36,106 65,933 Less: current portion of long-term debt (6,450 ) (38,305 ) Long-term debt $ 29,656 $ 27,628 _____________________ (a) The interest rate presented represents the interest rate as of March 31, 2019 on the $30.0 million revolving facility extended to the Company pursuant to the Credit Agreement (the “Revolving Facility”). (b) Interest on the First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus 7.25% . Interest on the Second Lien Term Loan (as defined below) accrues at an annual rate equal to 11.0% , payable in cash, in arrears, on the first day of each month. (c) The Bridge Term Loan Credit Agreement has an interest rate of 11.0% per annum, payable in cash, in arrears, on the first day of each month. The obligations under the Bridge Term Loan Credit Agreement were repaid in full on January 2, 2019. (d) Our finance leases include finance lease arrangements related to fleet purchases and real property with a weighted-average annual interest rate of approximately 6.89% , which mature in varying installments between 2019 and 2029 . (e) Our Revolving Facility, First Lien Term Loan, Second Lien Term Loan, and finance leases bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value. (f) The debt issuance costs resulted from an amendment to the First Lien Term Loan during the three months ended December 31, 2018, done in connection with the Acquisition. |
Derivative Warrants (Tables)
Derivative Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table provides a reconciliation of the beginning and ending balances of the “Derivative warrant liability” presented in the condensed consolidated balance sheet during the three months ended March 31, 2019 , and the year ended December 31, 2018 . Three Months Ended Year Ended March 31, 2019 December 31, 2018 Balance at beginning of period $ 34 $ 477 Issuance of warrants — — Adjustments to estimated fair value 41 (443 ) Balance at end of period $ 75 $ 34 The following table shows the warrant activity for the three months ended March 31, 2019 and March 31, 2018 : Three Months Ended March 31, 2019 2018 Outstanding at the beginning of the period 118 118 Issued — — Exercised — — Outstanding at the end of the period 118 118 |
Schedule of Assumptions Used | The fair value of the derivative warrant liability as of March 31, 2019 and December 31, 2018 was estimated using the following model inputs: As of March 31, As of December 31, 2019 2018 Exercise price $ 39.82 $ 39.82 Closing stock price $ 8.90 $ 8.20 Risk free rate 2.22 % 2.51 % Expected volatility 43.30 % 36.87 % |
Restructuring and Exit Costs (T
Restructuring and Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | A rollforward of the liability from December 31, 2018 through March 31, 2019 is as follows: Lease Exit Costs Balance accrued at beginning of period $ 19 Cash payments (14 ) Balance accrued at end of period $ 5 A rollforward of the liability from December 31, 2018 through March 31, 2019 is as follows: Lease Exit Costs Balance accrued at beginning of period $ 33 Cash payments (13 ) Balance accrued at end of period $ 20 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of income tax expense (benefit) | Three Months Ended March 31, 2019 2018 Current income tax (expense) benefit $ (9 ) $ — Deferred income tax (expense) benefit (70 ) — Total income tax (expense) benefit $ (79 ) $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The total grants awarded under both the Incentive Plan and the Director Plan during the three months ended March 31, 2019 and March 31, 2018 are presented in the table below: Three Months Ended March 31, 2019 2018 Stock option grants — — Restricted stock grants (1) 119 1,325 Total grants in the period 119 1,325 (1) Includes restricted stock awards, performance-based restricted stock units, and time-based restricted stock units granted under the Incentive Plan and the Director Plan. The total share-based compensation expense, net of estimated forfeitures, included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 was as follows: Three Months Ended March 31, 2019 2018 Stock options $ — $ (788 ) Restricted stock (1) 852 11,766 Total expense $ 852 $ 10,978 (1) Includes expense related to restricted stock awards, performance-based restricted stock units, and time-based restricted stock units granted under the Incentive Plan and the Director Plan. |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information for Reportable Segments | Financial information for our reportable segments related to operations is presented below. Rocky Mountain Northeast Southern (b) Corporate/ Other Total Three months ended March 31, 2019 Revenue $ 24,877 $ 11,840 $ 5,910 $ — $ 42,627 Direct operating expenses 19,828 9,715 3,014 — 32,557 General and administrative expenses 1,046 846 399 3,184 5,475 Depreciation and amortization 4,299 2,664 2,160 12 9,135 Operating loss (296 ) (1,502 ) 337 (3,196 ) (4,657 ) Loss before income taxes (358 ) (1,595 ) 291 (4,614 ) (6,276 ) As of March 31, 2019 Total assets (a) 109,333 89,157 82,979 7,582 289,051 Total assets held for sale 2,876 928 22 778 4,604 Three months ended March 31, 2018 Revenue 30,770 9,113 9,786 — 49,669 Direct operating expenses 26,346 7,814 7,467 — 41,627 General and administrative expenses 1,276 762 578 16,704 19,320 Depreciation and amortization 6,289 4,306 4,124 25 14,744 Operating loss (3,141 ) (3,838 ) (7,044 ) (16,729 ) (30,752 ) Loss before income taxes (3,202 ) (3,899 ) (7,111 ) (17,955 ) (32,167 ) As of December 31, 2018 Total assets (a) 113,767 88,501 84,318 9,350 295,936 Total assets held for sale — — 2,004 778 2,782 _____________________ (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 13 for further discussion. |
Basis of Presentation - Narrat
Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | $ 4,103 | $ 0 | |
Operating lease liabilities | 4,125 | ||
Adjustment due to adoption of ASC 842, Leases | $ 823 | ||
Finance lease assets | 5,220 | ||
Finance lease liabilities | $ 5,453 | ||
Accumulated Deficit | |||
Lessee, Lease, Description [Line Items] | |||
Adjustment due to adoption of ASC 842, Leases | 823 | ||
Accounting Standards Update 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease assets | 4,900 | ||
Operating lease liabilities | 4,900 | ||
Finance lease assets | 1,800 | ||
Finance lease liabilities | 1,800 | ||
Accounting Standards Update 2016-02 | Accumulated Deficit | |||
Lessee, Lease, Description [Line Items] | |||
Adjustment due to adoption of ASC 842, Leases | $ 800 |
Revenues - Schedule of Revenues
Revenues - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 39,001 | $ 45,527 |
Rental revenue | 3,626 | 4,142 |
Total revenue | $ 42,627 | 49,669 |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from construction and maintenance projects period (in months) | 2 months | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from construction and maintenance projects period (in months) | 3 months | |
Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 0 | 0 |
Rental revenue | 0 | 0 |
Total revenue | 0 | 0 |
Water Transfer Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 27,165 | 37,390 |
Water Transfer Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | 0 |
Disposal Services | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 9,976 | 5,625 |
Disposal Services | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | 0 |
Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 1,860 | 2,512 |
Other Revenue | Corporate/ Other | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 0 | 0 |
Rocky Mountain | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 21,326 | 26,996 |
Rental revenue | 3,551 | 3,774 |
Total revenue | 24,877 | 30,770 |
Rocky Mountain | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 15,709 | 21,260 |
Rocky Mountain | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 4,071 | 3,612 |
Rocky Mountain | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 1,546 | 2,124 |
Northeast | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 11,773 | 9,050 |
Rental revenue | 67 | 63 |
Total revenue | 11,840 | 9,113 |
Northeast | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 7,972 | 8,019 |
Northeast | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 3,499 | 777 |
Northeast | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 302 | 254 |
Southern | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 5,902 | 9,481 |
Rental revenue | 8 | 305 |
Total revenue | 5,910 | 9,786 |
Southern | Water Transfer Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 3,484 | 8,111 |
Southern | Disposal Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | 2,406 | 1,236 |
Southern | Other Revenue | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue | $ 12 | $ 134 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)truck | Mar. 31, 2018USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 99 years | |
Residual value guarantee | $ 1.5 | |
Lease not yet commenced, amount | $ 3.3 | |
Number of water transfer trucks | truck | 20 | |
Lease not yet commenced, term | 4 years | |
Lease expense under operating leases | $ 1.2 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 20 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 724 |
Finance lease cost: | |
Amortization of leased assets | 546 |
Interest on lease liabilities | 63 |
Variable lease cost | 1,066 |
Sublease income | (51) |
Total net lease cost | 2,348 |
Short-term lease cost | $ 200 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet, Cash Flow and Other Information (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease assets | $ 4,103 | $ 0 |
Finance lease assets | 5,220 | |
Total leased assets | 9,323 | |
Operating lease liabilities | 1,945 | 0 |
Finance lease liabilities | 1,826 | |
Operating lease liabilities | 2,180 | $ 0 |
Finance lease liabilities | 3,627 | |
Total lease liabilities | 9,578 | |
Accumulated amortization, finance lease assets | $ 500 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Mar. 31, 2019 |
Weighted-average remaining lease term (in years): | |
Weighted-average remaining lease term (in years), Operating leases | 18 years |
Weighted-average remaining lease term (in years), Finance leases | 5 years 2 months |
Weighted-average discount rate: | |
Weighted-average discount rate, Operating leases | 8.92% |
Weighted-average discount rate, Finance leases | 6.89% |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure of Cash Flow Information and Other Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 724 |
Operating cash flows from finance leases | 63 |
Financing cash flows from finance leases | 414 |
Leased assets obtained in exchange for new operating lease liabilities | 0 |
Leased assets obtained in exchange for new finance lease liabilities | $ 3,962 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Operating Leases | ||
2019 | $ 1,869 | |
2020 | 1,530 | |
2021 | 430 | |
2022 | 289 | |
2023 | 164 | |
Thereafter | 6,759 | |
Total lease payments | 11,041 | |
Less amount representing executory costs | (114) | |
Net lease payments | 10,927 | |
Less amount representing interest | (6,802) | |
Present value of total lease liabilities | 4,125 | |
Less current lease liabilities | (1,945) | $ 0 |
Noncurrent operating lease liabilities | 2,180 | $ 0 |
Finance Leases | ||
2019 | 1,332 | |
2020 | 1,458 | |
2021 | 748 | |
2022 | 748 | |
2023 | 1,089 | |
Thereafter | 1,673 | |
Total lease payments | 7,048 | |
Less amount representing executory costs | 0 | |
Net lease payments | 7,048 | |
Less amount representing interest | (1,595) | |
Present value of total lease liabilities | 5,453 | |
Less current lease liabilities | (1,826) | |
Long-term lease liabilities | 3,627 | |
Operating lease payments | 0 | |
Finance lease payments | $ 1,700 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Operating and Capital Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 2,415 |
2020 | 1,453 |
2021 | 431 |
2022 | 294 |
2023 | 164 |
Thereafter | 6,755 |
Total lease payments | 11,512 |
Capital Lease Obligations [Abstract] | |
2019 | 1,287 |
2020 | 718 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total lease payments | 2,005 |
Less amount representing executory costs | (30) |
Net lease payments | 1,975 |
Less amount representing interest | (90) |
Present value of net lease payments | $ 1,885 |
Acquisition of Clearwater - Nar
Acquisition of Clearwater - Narrative (Details) $ in Millions | Oct. 05, 2018USD ($)well | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Rights offering, aggregate offering price | $ 32.5 | ||
Term Loan | Ares | Line of Credit | |||
Business Acquisition [Line Items] | |||
Additional term loan from credit agreement | 10 | ||
Clearwater | |||
Business Acquisition [Line Items] | |||
Consideration | $ 42.3 | ||
Number of salt water disposal wells in service | well | 3 | ||
Bridge loan | $ 32.5 | ||
Transaction costs | $ 0.3 | $ 1.1 |
Acquisition of Clearwater - Pre
Acquisition of Clearwater - Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 05, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 29,518 | $ 29,518 | |
Clearwater | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 1,897 | ||
Intangibles | 799 | ||
Property, plant and equipment | 37,589 | ||
Goodwill | 2,379 | ||
Accounts payable and accrued expenses | (372) | ||
Total | $ 42,292 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 02, 2019USD ($)$ / sharesshares | Oct. 05, 2018USD ($)day | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) |
Class of Stock [Line Items] | ||||
Rights offering, aggregate offering price | $ 32,500 | |||
Percentage of nonrefundable cash payments | 1.00% | |||
Required period for registration statement (in days) | day | 20 | |||
Proceeds from the issuance of stock | $ 31,057 | $ 0 | ||
Payments on bridge term loan | $ 31,382 | $ 0 | ||
Shares outstanding of Successor Company (in shares) | shares | 15,614,981 | |||
Bridge Term Loan | ||||
Class of Stock [Line Items] | ||||
Conversion of loan to common stock | $ 1,100 | |||
Payments on bridge term loan | 31,400 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock for rights offering (in shares) | shares | 3,382,000 | |||
Rights Offering | Common Stock | ||||
Class of Stock [Line Items] | ||||
Rights offering, aggregate offering price | $ 31,400 | |||
Aggregate shares sold (in shares) | shares | 3,381,894 | |||
Purchase price (usd per share) | $ / shares | $ 9.61 | |||
Proceeds from the issuance of stock | $ 31,400 | |||
Issuance of common stock for rights offering (in shares) | shares | 3,381,894 | |||
Two Largest Shareholders | ||||
Class of Stock [Line Items] | ||||
Percentage of stock held by largest shareholders | 90.00% |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents (in shares) | 0 | 0 |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Earnings Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Numerator: Net loss | $ (6,355) | $ (32,167) |
Denominator: | ||
Weighted average shares—basic (in shares) | 15,550,000 | 11,696,000 |
Common stock equivalents (in shares) | 0 | 0 |
Weighted average shares—diluted (in shares) | 15,550,000 | 11,696,000 |
Earnings per common share: | ||
Net loss per basic common share (usd per share) | $ (0.41) | $ (2.75) |
Net loss per diluted common share (usd per share) | $ (0.41) | $ (2.75) |
Antidilutive stock-based awards excluded (in shares) | 463,000 | 985,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Changes in carrying value of goodwill | $ 0 | |
Goodwill | 29,518,000 | $ 29,518,000 |
Gross Carrying Amount | 1,380,000 | 1,380,000 |
Accumulated Amortization | (383,000) | (268,000) |
Net | $ 997,000 | $ 1,112,000 |
Remaining Useful Life (Years) | 3 years 1 month | 3 years 2 months |
Disposal permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 581,000 | $ 581,000 |
Accumulated Amortization | (205,000) | (180,000) |
Net | $ 376,000 | $ 401,000 |
Remaining Useful Life (Years) | 5 years 3 months | 5 years 6 months |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 799,000 | $ 799,000 |
Accumulated Amortization | (178,000) | (88,000) |
Net | $ 621,000 | $ 711,000 |
Remaining Useful Life (Years) | 1 year 9 months | 2 years |
Northeast | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 21,900,000 | $ 21,900,000 |
Rocky Mountain | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 4,900,000 | 4,900,000 |
Southern | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,700,000 | $ 2,700,000 |
Assets Held for Sale and Impa_2
Assets Held for Sale and Impairment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill [Line Items] | ||
Impairment of assets to be disposed of | $ 117 | $ 4,131 |
Southern | ||
Goodwill [Line Items] | ||
Impairment of assets to be disposed of | 4,000 | |
Northeast | ||
Goodwill [Line Items] | ||
Impairment of assets to be disposed of | $ 100 |
Fair Value Measurements - Measu
Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities: | |||
Derivative warrant liability | $ 75 | $ 34 | $ 477 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Warrant Liability (Details) $ / shares in Units, $ in Thousands | Aug. 07, 2017warrant$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Plan of reorganization, number of warrants Issued | warrant | 118,137 | |||
Exercise price of warrants (in USD per warrant) | $ / shares | $ 39.82 | $ 39.82 | $ 39.82 | |
Expiration term (in years) | 7 years | |||
Par value of successor common stock (USD per share) | $ / shares | $ 0.01 | |||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Balance at beginning of period | $ 34 | $ 477 | $ 477 | |
Issuance of warrants | 0 | 0 | ||
Adjustments to estimated fair value | 41 | $ 192 | (443) | |
Balance at end of period | $ 75 | $ 34 | ||
Common Stock | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Warrant exercisable for common stock | shares | 1 | |||
2018 Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Interest Rate | 9.875% |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued payroll and employee benefits | $ 3,456 | $ 6,975 |
Accrued insurance | 3,109 | 2,664 |
Accrued legal | 413 | 733 |
Accrued taxes | 1,453 | 2,229 |
Accrued interest | 319 | 520 |
Accrued operating costs | 3,758 | 3,424 |
Accrued other | 280 | 125 |
Current operating lease liabilities | 1,945 | 0 |
Total accrued and other current liabilities | $ 14,733 | $ 16,670 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Costs | $ 216,000 | |
Fair Value of Debt | 36,322,000 | |
Carrying Value of Debt | 36,322,000 | $ 66,356,000 |
Debt issuance costs presented with debt | (216,000) | (423,000) |
Total debt, net | 36,106,000 | 65,933,000 |
Less: current portion of long-term debt | (6,450,000) | (38,305,000) |
Long-term debt | 29,656,000 | 27,628,000 |
ACF FinCo I, LP | Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Maximum amount from credit agreement | $ 30,000,000 | |
Successor Revolving Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.74% | |
Unamortized Debt Issuance Costs | $ 0 | |
Fair Value of Debt | 0 | |
Carrying Value of Debt | $ 0 | 0 |
First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 9.74% | |
Unamortized Debt Issuance Costs | $ 216,000 | |
Fair Value of Debt | 20,803,000 | |
Carrying Value of Debt | $ 20,803,000 | 21,905,000 |
First Lien Term Loan | LIBOR | ||
Debt Instrument [Line Items] | ||
Variable interest rate | 7.25% | |
Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 11.00% | |
Unamortized Debt Issuance Costs | $ 0 | |
Fair Value of Debt | 10,066,000 | |
Carrying Value of Debt | $ 10,066,000 | 10,066,000 |
Bridge Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | 11.00% | |
Unamortized Debt Issuance Costs | $ 0 | |
Fair Value of Debt | 0 | |
Carrying Value of Debt | 0 | 32,500,000 |
Vehicle Financings | ||
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Costs | 0 | |
Fair Value of Debt | 5,453,000 | |
Carrying Value of Debt | $ 5,453,000 | $ 1,885,000 |
Effective interest rate | 6.89% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Oct. 05, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | $ 36,322 | $ 66,356 | |||
Rights offering, aggregate offering price | $ 32,500 | ||||
Payments on bridge term loan | 31,382 | $ 0 | |||
Rights Offering | Common Stock | |||||
Debt Instrument [Line Items] | |||||
Rights offering, aggregate offering price | $ 31,400 | ||||
First Lien Term Loan | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 20,803 | 21,905 | |||
Second Lien Term Loan | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 10,066 | 10,066 | |||
Vehicle Financings | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 5,453 | 1,885 | |||
Vehicle Financings | Appalachian Water Services | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | 5,500 | ||||
Bridge Term Loan | |||||
Debt Instrument [Line Items] | |||||
Carrying Value of Debt | $ 0 | $ 32,500 | |||
Bridge loan | 32,500 | ||||
Conversion of loan to common stock | 1,100 | ||||
Payments on bridge term loan | $ 31,400 | ||||
Bridge Term Loan Credit Agreement - Portion Used to Fund Acquisition | |||||
Debt Instrument [Line Items] | |||||
Bridge loan | 22,500 | ||||
Bridge Term Loan Credit Agreement - Portion Used To Pay Down Second Lien Term Loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 10,000 | ||||
Two Largest Shareholders | |||||
Debt Instrument [Line Items] | |||||
Percentage of stock held by largest shareholders | 90.00% |
Derivative Warrants - Additiona
Derivative Warrants - Additional Information (Details) | Aug. 07, 2017warrant$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares |
Equity [Abstract] | |||
Plan of reorganization, number of warrants Issued | warrant | 118,137 | ||
Par value of successor common stock (USD per share) | $ 0.01 | ||
Exercise price of warrants (in USD per warrant) | $ 39.82 | $ 39.82 | $ 39.82 |
Expiration term (in years) | 7 years |
Derivative Warrants - Warrants
Derivative Warrants - Warrants Outstanding Reconciliation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Issued | $ 0 | $ 0 | |
Warrant | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Outstanding at the beginning of the period | 118 | 118 | 118 |
Issued | $ 0 | $ 0 | |
Exercised | $ 0 | $ 0 | |
Outstanding at the end of the period | 118 | 118 | 118 |
Derivative Warrants - Schedule
Derivative Warrants - Schedule of Assumptions Used (Details) | Mar. 31, 2019$ / shares | Dec. 31, 2018$ / shares | Aug. 07, 2017$ / shares |
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants (in USD per warrant) | $ 39.82 | $ 39.82 | $ 39.82 |
Closing stock price (in USD per share) | $ 8.90 | $ 8.20 | |
Risk free rate | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.0222 | 0.0251 | |
Expected volatility | |||
Class of Warrant or Right [Line Items] | |||
Measurement input | 0.4330 | 0.3687 |
Restructuring and Exit Costs -
Restructuring and Exit Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and exit-related costs | $ 0 | $ 599,000 | ||
Eagle Ford Shale Area | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and exit-related costs | $ 1,100,000 | |||
Restructuring reserve | 5,000 | |||
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 | $ 20,000 |
Restructuring and Exit Costs _2
Restructuring and Exit Costs - Liability Rollforward (Details) - Eagle Ford Shale Area | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at end of period | $ 5,000 |
Lease Exit Costs | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at beginning of period | 19,000 |
Cash payments | (14,000) |
Balance accrued at end of period | $ 5,000 |
Restructuring and Exit Costs _3
Restructuring and Exit Costs - Restructuring Reserve (Details) - Mississippian Shale Area and Tuscaloosa Marine Shale Logistics Business - Facility Closing $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance accrued at beginning of period | $ 33 |
Cash payments | (13) |
Balance accrued at end of period | $ 20 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current income tax (expense) benefit | $ (9) | $ 0 |
Deferred income tax (expense) benefit | (70) | 0 |
Total income tax (expense) benefit | $ (79) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate | (1.30%) | (0.00%) | |
Scenario, Forecast | |||
Income Tax Contingency [Line Items] | |||
Effective income tax benefit rate | 0.00% |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Details) - shares | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
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) | 85,000 | 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) | 700,000 | 1,772,058 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total grants | 119 | 1,325 |
Stock-based compensation | $ 852 | $ 10,978 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option grants | 0 | 0 |
Stock-based compensation | $ 0 | $ (788) |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock and stock unit grants | 119 | 1,325 |
Stock-based compensation | $ 852 | $ 11,766 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jul. 11, 2017 | Mar. 31, 2019 | Dec. 31, 2017 | Jun. 28, 2017 |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Income tax accrual not recorded | $ 1 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Income tax accrual not recorded | 1.5 | |||
Chapter 11 Bankruptcy | ||||
Loss Contingencies [Line Items] | ||||
Long-term contingent consideration | $ 8.5 | |||
Amount to be transferred upon emergence from Chapter 11 | $ 0.5 | $ 0.5 | ||
Amount to be transferred when required permits are delivered | $ 0.5 | $ 0.5 |
Segments - Additional Informat
Segments - Additional Information (Detail) | Mar. 31, 2019operating_division |
Segment Reporting [Abstract] | |
Number of operating divisions | 3 |
Segments - Financial Informati
Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 42,627 | $ 49,669 | |
Direct operating expenses | 32,557 | 41,627 | |
General and administrative expenses | 5,475 | 19,320 | |
Depreciation and amortization | 9,135 | 14,744 | |
Operating loss | (4,657) | (30,752) | |
Loss before income taxes | (6,276) | (32,167) | |
Total assets | 289,051 | $ 295,936 | |
Total assets held for sale | 4,604 | 2,782 | |
Operating Segments | Rocky Mountain | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,877 | 30,770 | |
Direct operating expenses | 19,828 | 26,346 | |
General and administrative expenses | 1,046 | 1,276 | |
Depreciation and amortization | 4,299 | 6,289 | |
Operating loss | (296) | (3,141) | |
Loss before income taxes | (358) | (3,202) | |
Total assets | 109,333 | 113,767 | |
Total assets held for sale | 2,876 | 0 | |
Operating Segments | Northeast | |||
Segment Reporting Information [Line Items] | |||
Revenue | 11,840 | 9,113 | |
Direct operating expenses | 9,715 | 7,814 | |
General and administrative expenses | 846 | 762 | |
Depreciation and amortization | 2,664 | 4,306 | |
Operating loss | (1,502) | (3,838) | |
Loss before income taxes | (1,595) | (3,899) | |
Total assets | 89,157 | 88,501 | |
Total assets held for sale | 928 | 0 | |
Operating Segments | Southern | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,910 | 9,786 | |
Direct operating expenses | 3,014 | 7,467 | |
General and administrative expenses | 399 | 578 | |
Depreciation and amortization | 2,160 | 4,124 | |
Operating loss | 337 | (7,044) | |
Loss before income taxes | 291 | (7,111) | |
Total assets | 82,979 | 84,318 | |
Total assets held for sale | 22 | 2,004 | |
Corporate/ Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Direct operating expenses | 0 | 0 | |
General and administrative expenses | 3,184 | 16,704 | |
Depreciation and amortization | 12 | 25 | |
Operating loss | (3,196) | (16,729) | |
Loss before income taxes | (4,614) | $ (17,955) | |
Total assets | 7,582 | 9,350 | |
Total assets held for sale | $ 778 | $ 778 |