FRESH START ACCOUNTING | NOTE 3 — FRESH START ACCOUNTING Fresh Start Accounting Upon emergence from bankruptcy, we met the criteria and were required to adopt fresh start accounting in accordance with ASC Topic 852, Reorganizations, which on the emergence date resulted in a new entity, the Successor, for financial reporting purposes, with no beginning retained earnings or deficit as of the fresh start reporting date. The criteria requiring fresh start accounting are: (i) the holders of then-existing voting shares of the Predecessor received less than 50 percent of the new voting shares of the Successor outstanding upon emergence from bankruptcy, and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. The Company applied fresh start accounting effective November 19, 2020, the Effective Date. As such, fresh start accounting is reflected in the accompanying consolidated balance sheet as of December 31, 2020 and related fresh start adjustments are included in the accompanying statement of operations for the period from January 1, 2020 through November 19, 2020. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the financial statements for the period after November 19, 2020 will not be comparable with the financial statements prior to and including November 19, 2020. Reorganization Value Reorganization value represents the fair value of the Successor’s total assets and is intended to approximate the amount a willing buyer would pay for the assets immediately after restructuring. Under fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. The Company’s reorganization value is derived from an estimate of enterprise value. Enterprise value represents the estimated fair value of an entity’s long-term debt and other interest-bearing liabilities and stockholders’ equity less unrestricted cash and cash equivalents. The Company estimated the enterprise value of the Successor to be $266 million at the Effective Date, which was in the Bankruptcy Court approved range of $190 million and $290 million. The enterprise value was derived from an independent valuation with the assistance of a third-party valuation advisor. Specific valuation approaches and key assumptions used to arrive at the reorganization value, and the value of discrete assets and liabilities resulting from the application of fresh start accounting, are described below in greater detail within the valuation process. Although the Company believes the assumptions and estimates used to develop enterprise value and reorganization value are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and resulting conclusions. The assumptions used in estimating these values are inherently uncertain and require judgment. The following table reconciles the Company’s enterprise value to the fair value of the Successor’s common stock as of the Effective Date. November 19, (In millions) 2020 Enterprise value $ 266.3 Plus: Excess cash (1) 13.3 Fair value of Successor equity $ 279.6 The following table reconciles the Company’s enterprise value to the reorganization value as of the Effective Date: November 19, (In millions) 2020 Enterprise value $ 266.3 Plus: Excess cash (1) 13.3 Plus: Current liabilities 36.4 Plus: Non-interest-bearing non-current liabilities 6.2 Reorganization value of Successor assets $ 322.2 (1) Excess cash of $13.3 million is calculated by taking the Company's Successor cash and cash equivalents balance of $88.3 million less $75.0 million of minimum cash required to operate the business as determined by management. The minimum cash required to operate the business of $75.0 million was also utilized in the estimation of the range of enterprise values included in the Plan and approved by the Bankruptcy Court. Valuation Process The fair values of our principal assets, including inventories, land, buildings, and improvements, service equipment, and intangible assets were estimated with the assistance of third-party valuation advisors as of the Effective Date. In addition, we also estimated the fair value of the Company’s warrants as of the Effective Date. Inventories Inventories include parts, chemicals, and other raw materials. The fair value of the parts inventory was determined using a combination of the cost and income approaches. The cost approach estimates the fair value of an asset based on the cost to reconstruct or replace it with another of similar utility, with adjustments for physical deterioration and identified obsolescence. The income approach was used to quantify the economic support available for the parts inventory based on the enterprise value estimated for the Company. For the chemicals and other materials inventory, the Company determined that the book value as the proxy for fair value. Property, Plant, and Equipment Land, Buildings, and Improvements The fair value of land, buildings, and improvements was determined using a combination of the cost and market approaches. To determine the fair value of buildings and site improvements, the cost and market approaches were used. As part of the valuation process, information was obtained describing physical attributes such as land and building size, construction dates, and general improvement details. In applying the cost approach, the replacement cost was determined based on the current cost to construct improvements with similar utility, using modern materials and current standards, design, and layout. To determine the fair value of land and improvements, the market approach was used based on third party databases identifying listings of recent sales and comparable properties within pertinent market areas. Service Equipment and Other The fair value of the service equipment and other was estimated using a combination of the cost, market, and income approaches. The cost approach was primarily utilized, with the application of the market approach for selected assets based upon the specific characteristics being appraised. The cost approach measures the value of an asset based on the cost to reconstruct or replace it with another of similar utility, with adjustments for physical deterioration and identified obsolescence. The market approach measures the value of an asset through an analysis of recent sales or offerings of comparable assets. The income approach was used to quantify the economic support available for the service equipment and other based on the enterprise value estimated for the Company. Intangible Assets The fair value of intangible assets such as customer relationships, in-house developed software, and tradename was determined using a combination of the cost, market, and income approaches. To determine the fair value of customer relationships, the income approach was used based on the present value of the incremental after-tax cash flows attributable to the existing customer cash flow after deducting the appropriate contributory asset charges. The discount rate utilized to present-value the after-tax cash flows was selected based on consideration of the overall business risks and risks associated with the asset being valued. To determine the fair value of the in-house developed software, the cost replacement method, a form of the cost approach, was used. To determine the fair value of the tradename, the Royalty Savings Method, a variation of the income approach, was used. The estimated royalty rate was determined by observing publicly available royalty rates information for similar companies with similar assets. The forecasted cash flows expected to be generated as a result of the royalty savings were discounted to present value utilizing a discount rate considering overall business risks and risks associated with the asset being valued. Warrants The fair value of the warrants issued upon the Effective Date was estimated using the Black-Scholes-Merton option pricing model. The Black-Scholes-Merton model is an option pricing model used to estimate the fair value of options and warrants based on the following input assumptions: stock price, strike price, term, risk-free rate, volatility, and dividend yield. In using the Black-Scholes-Merton option pricing model to fair value the warrants, the following assumptions were used: market observable stock price on the Effective Date; strike prices of $33.04 and $37.14 for Tranche 1 and Tranche 2 warrants, respectively; expected volatility of 65.0%; risk-free rate of 0.22%; and an expected dividend yield of 0.0%. The expected volatility assumption was estimated using market data related to the Company and certain similar publicly traded entities with considerations for differences in size and leverage of the Company versus the publicly traded entities. The strike prices and term assumptions were based on the contractual term of the warrants. The risk-free rate assumption was based on United States Constant Maturity Treasury rates. Consolidated Balance Sheet The following illustrates the effects on the Company’s consolidated balance sheet due to the reorganization and fresh start accounting adjustments. The explanatory notes following the table below provide further details on the adjustments, including the assumptions and methods used to determine fair value for its assets, liabilities, and warrants. As of November 19, 2020 (in millions) Predecessor Reorganization Fresh Start Successor Company Adjustments Adjustments Company ASSETS Current assets Cash and cash equivalents $ 146.7 $ (58.4) (a) $ — $ 88.3 Accounts receivable, net 30.1 — — 30.1 Inventories 33.5 — (2.2) (k) 31.3 Prepaid expenses and other current assets 19.0 10.1 (b) (5.3) (l) 23.8 Total current assets 229.3 (48.3) (7.5) 173.5 Property, plant, and equipment, net 177.2 — (42.0) (m) 135.2 Operating lease right-of-use assets 4.7 — — 4.7 Intangible assets, net 29.5 — (22.1) (n) 7.4 Other assets 1.4 0.2 (c) (0.2) (o) 1.4 Total assets $ 442.1 $ (48.1) $ (71.8) $ 322.2 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accounts payable $ 20.3 $ 0.8 (d) $ — $ 21.1 Accrued expenses 11.6 0.2 (e) — 11.8 Current portion of operating lease liabilities 3.2 — — 3.2 Other current liabilities 12.8 (12.5) (f) — 0.3 Total current liabilities 47.9 (11.5) — 36.4 Operating lease liabilities 3.4 — — 3.4 Other liabilities 2.8 — — 2.8 Liabilities subject to compromise 488.8 (488.8) (g) — — Total liabilities 542.9 (500.3) — 42.6 Stockholders’ Common stock - Predecessor 36.4 (36.4) (h) — — Additional paid-in capital - Predecessor 4,392.9 (4,392.9) (h) — — Common stock - Successor — 0.1 (i) — 0.1 Additional paid-in capital - Successor — 279.5 (i) — 279.5 Accumulated deficit (4,530.1) 4,601.9 (j) (71.8) (p) — Total stockholders’ (deficit) equity (100.8) 452.2 (71.8) 279.6 Total liabilities and stockholders’ (deficit) equity $ 442.1 $ (48.1) $ (71.8) $ 322.2 Reorganization Adjustments a) Reflects the net cash activities that occurred on the Effective Date. Of the $9.1 million transferred from cash and cash equivalents to escrow account recorded to prepaid expenses and other current assets, $3.8 million was related to success fees recognized upon emergence. Of the $4.9 million payment of professional and success fees, $1.9 million was related to success fees paid and recognized upon emergence. November 19, (In millions) 2020 Transfer of payment for professional fees and success fees to escrow account recorded in prepaid expenses and other current assets $ (9.1) Payment of professional and success fees (4.9) Payment to secured debtholders (30.7) Payment of Covia settlement (12.5) Payment of emergence date bonus (1.0) Payment of debt issuance costs related to Successor Revolving Credit Facility (0.2) Change in cash and cash equivalents $ (58.4) b) Reflects adjustment to prepaid expenses and other current assets for the following activities. November 19, (In millions) 2020 Transfer of payment for professional fees and success fees from cash and cash equivalent $ 9.1 Payment of emergence date bonus 1.0 Change in prepaid expenses and other current assets $ 10.1 c) Reflects an adjustment to debt issuance costs related to the Successor Revolving Credit Facility of $0.2 million. d) Reflects an adjustment to accounts payable related to success fees of $3.8 million recognized upon emergence offset by a $3.0 million payment for previously accrued professional fees. e) Reflects an adjustment to accrued expenses related to taxes withheld from holders of Predecessor stock-based compensation upon acceleration and immediate vesting. f) Reflects a $12.5 million adjustment to other current liabilities related to payment of Covia settlement amount. g) On the Effective Date, we settled liabilities subject to compromise per the Plan. The adjustment reflects the removal of the balance from liabilities subject to compromise and the pre-tax gain on the settlement of liabilities subject to compromise as follows. November 19, (In millions) 2020 2022 Senior Notes $ 379.0 Term Loan 67.6 Supply commitment charges 42.2 Total liabilities subject to compromise 488.8 Issuance of New Common Stock to holders of 2022 Senior Notes (202.0) Issuance of New Common Stock to Term Loan lenders (36.1) Issuance of New Common Stock to unsecured claimholders (2.2) Payment to holders of 2022 Senior Notes (26.0) Payment to Term Loan lenders (4.7) Pre-tax gain on settlement of liabilities subject to compromise $ 217.8 h) Reflects the cancellation of the Predecessor's common stock and the Predecessor's additional paid-in capital, which includes the acceleration of the Predecessor’s stock-based compensation of $15.1 million. i) The following reconciles reorganization adjustments made to the Successor common stock and Successor additional paid-in capital: November 19, (In millions) 2020 Fair value of New Common Stock issued to holders of the 2022 Senior Notes claims $ 202.0 Fair value of New Common Stock issued to holders of the Term Loan claims 36.1 Fair value of New Common Stock issued to holders of the unsecured claims 2.2 Fair value of New Common Stock issued to holders of legacy equity interests 24.9 Fair value of warrants issued to legacy equity interests 14.4 Total Successor common stock and additional paid-in capital 279.6 Less: Successor common stock (0.1) Successor additional paid-in capital $ 279.5 j) Reflects the cumulative net impact of the following transactions on Predecessor accumulated deficit: November 19, (In millions) 2020 Pre-tax gain on settlement of liabilities subject to compromise as calculated in note f) $ 217.8 Acceleration of Predecessor stock-based compensation (15.3) Cancellation of Predecessor common stock and additional paid-in capital 4,444.4 Success fees recognized on the Effective Date (5.7) Issuance of Successor common stock to legacy equity interests (24.9) Issuance of warrants to legacy equity interests (14.4) Change in accumulated deficit $ 4,601.9 Fresh Start Adjustments k) Reflects the fair value adjustment to parts inventory. l) Reflects the write-off of prepaid premiums of $5.3 million in connection with the Predecessor’s directors & officers insurance. m) Reflects the fair value adjustments to property, plant, and equipment, as well as the elimination of the historical accumulated depreciation. n) Reflects the fair value adjustment to intangible assets, net. o) Reflects the write-off of debt issuance costs of $0.2 million related to the Successor Revolving Credit Facility. p) Reflects the cumulative effect on accumulated deficit of the fresh start accounting adjustments discussed above. Reorganization Items Reorganization items represent (i) expenses incurred associated with the Chapter 11 restructuring subsequent to the Petition Date, (ii) gains or losses from liabilities settled, and (iii) fresh start accounting adjustments, recorded in reorganization items in our consolidated statements of operations. Professional service provider charges associated with our restructuring that were incurred before the Petition Date are recorded in selling, general and administrative in our consolidated statements of operations. Successor Predecessor Period from Period from November 20, January 1, through through December 31, November 19, (In millions) 2020 2020 Pre-tax gain on settlement of liabilities subject to compromise $ — $ 217.8 Fresh start accounting adjustments — (71.8) Professional service provider fees and other expenses (1.9) (9.5) Success fees for professional service providers — (5.7) Derecognition of unamortized debt discounts and issuance costs — (2.5) Terminated executory contracts — (9.7) Acceleration of Predecessor stock-based compensation expense — (15.3) Other Costs (0.2) — (Loss)/gain on reorganization items, net $ (2.1) $ 103.3 Contractual interest expense of $4.4 million from the Petition Date through the Effective Date, associated with our outstanding term loan and senior notes, was not accrued or recorded in the Predecessor consolidated statement of operations as interest expense. |