Fresh Start Accounting | (3) Fresh Start Accounting Fresh Start Accounting In connection with the emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Emergence Date because (1) the holders of the then existing common shares of the Predecessor received less than 50 percent of the new common shares of the Successor outstanding upon emergence and (2) the reorganization value of the Predecessor’s assets immediately prior to confirmation of the Plan of $ 1,456.8 million was less than the total of all post-petition liabilities and allowed claims of $ 2,076.1 million. In accordance with ASC 852, upon adoption of fresh start accounting, the reorganization value derived from the enterprise value as disclosed in the Plan was allocated to the Company’s assets and liabilities based on their fair values (except for deferred income taxes) in accordance with FASB ASC Topic No. 805 - Business Combinations (ASC 805) and FASB ASC Topic No. 820 - Fair Value Measurements (ASC 820). The reorganization value represents the fair value of the Successor’s assets before considering certain liabilities and is intended to represent the approximate amount a willing buyer would pay for the Company’s assets immediately after reorganization. The amount of deferred income taxes recorded due to the fair value adjustments to assets and liabilities was determined in accordance with FASB ASC Topic No. 740 - Income Taxes. Reorganization Value The reorganization value represents the fair value of the Successor’s total assets before considering certain liabilities and is intended to approximate the amount a willing buyer would pay for the Successor’s assets immediately after restructuring. The Plan confirmed by the Bankruptcy Court estimated a range of enterprise values between $ 710.0 million and $ 880.0 million. The following table reconciles the enterprise value to the reorganization value of Successor’s assets that has been allocated to the Company’s individual assets as of the Fresh Start Reporting Date (in thousands): Fresh Start Reporting Date Selected Enterprise Value within Bankruptcy Court Range $ 729,918 Plus: Cash and cash equivalents 172,768 Plus: Liabilities excluding the decommissioning liabilities 380,496 Plus: Decommissioning liabilities 173,622 Reorganization Value 1,456,804 Management determined the enterprise and corresponding equity value of the Successor using various valuation methods, including (i) discounted cash flow analysis (“DCF”), (ii) comparable company analysis and (iii) precedent transaction analysis. The use of each approach provides corroboration for the other approaches. In order to estimate the enterprise value using the DCF analysis approach, management’s estimated future cash flow projections, plus a terminal value which was calculated by applying a multiple based on the Company’s internal rate of return (“IRR”) of 17.6 % and a perpetuity growth rate of 3.0 % to the terminal year’s projected earnings before interest, tax, depreciation and amortization (“EBITDA”). These estimated future cash flows were then discounted to an assumed present value using our estimated weighted-average cost of capital, which is represented by the Company’s IRR. The comparable company analysis provides an estimate of a Company’s value relative to other publicly traded companies with similar operating and financial characteristics, by which a range of EBITDA multiples of the comparable companies was then applied to management’s projected EBITDA to derive an estimated enterprise value. Precedent transaction analysis provides an estimate of enterprise value based on recent sale transactions of similar companies, by deriving the implied EBITDA multiple of those transactions, based on sales prices, which was then applied to management’s projected EBITDA. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, we cannot assure you that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially. Valuation Process The reorganization value was allocated to the Successor’s reporting segments using the discounted cash flow approach. The reorganization value was then allocated to the Successor’s identifiable assets and liabilities using the fair value principle as contemplated in ASC 820. The specific approach, or approaches, used to allocate reorganization value by asset class are noted below. Inventory The fair value of the inventory was determined by using both a cost approach and income approach. Inventory was segregated into raw materials, spare parts, work in process (“WIP”), and finished goods. Fair value of raw materials and spare parts inventory were determined using the cost approach. Fair value of finished goods and WIP inventory were determined by using the net realizable value approach. The fair value of finished goods was measured using an estimate of the costs to sell or dispose of the inventory plus a reasonable profit allowance on those efforts adjusted for holding costs. The fair value of WIP was measured using an estimate of the costs to complete and sell or consume the inventory plus a reasonable profit allowance on those efforts adjusted for holding costs. Property, Plant and Equipment Real Property The fair values of real property locations were estimated using the sales comparison (market) approach and cost approach. As part of the valuation process, information was obtained on the Successor’s current usage, building type, year built, and cost history for all properties valued. In determining the fair value and remaining useful life for real property assets, functional and economic obsolescence was considered and taken as an adjustment at the asset level. Tangible Assets Excluding Real Property and Oil and Gas Assets The fair values of the Company’s tangible assets were calculated using either the cost or market approach. For most tangible asset categories, a cost approach was utilized relying on purchase year, historic costs, and industry/equipment based trend factors to determine replacement cost new of the assets. Readily available market transaction data was used and adjusted for current market conditions for asset categories with active secondary markets such as heavy trucks and computer equipment. In both approaches, consideration was made for the effects of physical deterioration as well as functional and economic obsolescence in determining both estimates of fair value and the remaining useful lives of the assets. Oil and Gas Assets The oil and gas assets were valued as of January 31, 2021, for the purposes of the February 2, 2021 condensed consolidated balance sheet, using estimates of the reserve volumes and associated income data based on escalated price and cost parameters. Decommissioning Liabilities In accordance with FASB ASC Topic No. 410 – Asset Retirement and Environmental Obligations (“ASC 410”), the asset retirement obligations associated with the Successor’s oil and gas assets were valued using the income approach. Estimates were used for future retirement costs and the expected time to retirement, then adjusted for an estimated inflation rate over the time period prior to retirement and discounted future cash outflows by a credit adjusted risk-free rate of 5.6 %. As such, the Successor changed its presentation to consolidate the fair value of the Predecessor’s decommissioning liabilities previously recorded to other long-term liabilities into the Successor’s decommissioning liabilities. Internally-Developed Software Internally-developed software was valued using the cost approach in which a replacement cost was estimated based on the software developer time, materials, and other supporting services required to replicate the software. Intangible Assets Intangible assets were identified apart from goodwill using the guidance provided in ASC 805. Intangible assets that were identified as either separable or arose from contract or other legal rights were valued using either the cost or income approaches. The principal intangible assets identified were trademarks and patents. Trademarks and patents were valued using the relief from royalty method in which the subject intangible asset is valued by reference to the amount of royalty income it could generate if it was licensed in an arm’s length transaction to a third party. Lease Liabilities and Right of Use Assets The fair value of lease liabilities was measured as the present value of the remaining lease payments, as if the lease were a new lease as of the Fresh Start Reporting Date. The Successor used its incremental borrowing rate of 5.3 % commensurate with the Successor's capital structure as the discount rate in determining the present value of the remaining lease payments. Consolidated Successor Balance Sheet The adjustments included in the following fresh start consolidated condensed balance sheet as of February 2, 2021 reflect the effects of the transactions contemplated by the Plan and executed by the Successor on the Fresh Start Reporting Date (reflected in the column Reorganization Adjustments), and fair value and other required accounting adjustments resulting from the adoption of fresh start accounting (reflected in the column Fresh Start Adjustments). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine the fair values and significant assumptions. The consolidated condensed balance sheet as of the Fresh Start Reporting Date was as follows (in thousands): As of February 2, 2021 Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets: Cash and cash equivalents $ 194,671 $ ( 21,903 ) (1) $ - $ 172,768 Restricted cash - current - 16,751 (2) - 16,751 Accounts receivable, net of allowance for doubtful accounts 180,525 11 (3) - 180,536 Income taxes receivable 9,146 - ( 170 ) (16) 8,976 Prepaid expenses 37,041 - - 37,041 Inventory and other current assets 99,843 - 8,426 (17) 108,269 Assets held for sale 47,120 - ( 2,126 ) (18) 44,994 Total current assets 568,346 ( 5,141 ) 6,130 569,335 Property, plant and equipment, net of accumulated depreciation and depletion 533,147 - 125,120 (19) 658,267 Operating lease right-of-use assets 48,733 - 1,785 (20) 50,518 Goodwill 138,934 - ( 138,934 ) (21) - Notes receivable 72,967 - - 72,967 Restricted cash - non-current 80,179 - - 80,179 Intangible and other long-term assets, net of accumulated amortization 55,105 ( 10,080 ) (4) ( 19,487 ) (22) 25,538 Total assets $ 1,497,411 $ ( 15,221 ) $ ( 25,386 ) $ 1,456,804 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 55,546 $ ( 700 ) (5) $ - $ 54,846 Accrued expenses 143,697 9,812 (6) 2,026 (23) 155,535 Current portion of decommissioning liabilities 3,776 - ( 3,418 ) (24) 358 Liabilities held for sale 552 844 (7) - 1,396 Total current liabilities 203,571 9,956 ( 1,392 ) 212,135 Decommissioning liabilities 139,503 - 33,761 (25) 173,264 Operating lease liabilities 32,735 - ( 405 ) (26) 32,330 Deferred income taxes 4,853 3,100 (8) 51,569 (27) 59,522 Other long-term liabilities 122,691 - ( 45,824 ) (28) 76,867 Total non-current liabilities 299,782 3,100 39,101 341,983 Liabilities subject to compromise 1,572,772 ( 1,572,772 ) (9) - - Total liabilities 2,076,125 ( 1,559,716 ) 37,709 554,118 Stockholders’ equity (deficit): Predecessor common stock $0.001 par value 16 ( 16 ) (10) - - Predecessor Additional paid-in capital 2,757,824 ( 2,757,824 ) (11) - - Predecessor Treasury stock at cost ( 4,290 ) 4,290 (12) - - Successor Class A common stock $0.001 par value - 200 (13) - 200 Successor Additional paid-in capital - 902,486 (14) - 902,486 Accumulated other comprehensive loss, net ( 67,532 ) - 67,532 (29) - Accumulated deficit ( 3,264,732 ) 3,395,359 (15) ( 130,627 ) (30) - Total stockholders’ equity (deficit) ( 578,714 ) 1,544,495 ( 63,095 ) 902,686 Total liabilities and stockholders’ equity (deficit) $ 1,497,411 $ ( 15,221 ) $ ( 25,386 ) $ 1,456,804 Reorganization Adjustments (in thousands) ( 1) Changes in cash and cash equivalents included the following: Payment of debtor in possession financing fees ( 183 ) Payment of professional fees at the Emergence Date ( 2,649 ) Payment of lease rejection damages classified as liabilities subject to compromise ( 400 ) Transfers from cash to restricted cash for Professional Fees Escrow and General Unsecured Creditors Escrow ( 16,751 ) Payment of debt issuance costs for the Credit Facility ( 1,920 ) Net change in cash and cash equivalents ( 21,903 ) ( 2) Changes to restricted cash - current included the following: Transfer from cash for Professional Fee Escrow 16,626 Transfer from cash for General Unsecured Creditors Escrow 125 Net change in restricted cash - current 16,751 ( 3) Changes of $ 11 to accounts receivable reflect a receivable from the solicitor for excess proceeds received during the Rights Offering. (4 ) Changes to intangibles and other long-term assets included the following: Write-off of deferred financing costs related to the Delayed-Draw Term Loan ( 12,000 ) Capitalization of debt issuance costs associated with the Credit Facility 1,920 Net change in intangibles and other long-term assets ( 10,080 ) (5 ) Changes to accounts payable included the following: Payment of professional fees at the Emergence Date ( 2,649 ) Professional fees recognized and payable at the Emergence Date 1,949 Net change in accounts payable ( 700 ) (6 ) Changes in accrued liabilities include the following: Payment of debtor in possession financing fees ( 183 ) Accrual of professional fees 6,500 Accrual for transfer taxes 1,900 Reinstatement of lease rejection liabilities to be settled post-emergence 1,470 Accrual of general unsecured claims against parent 125 Net change in accrued liabilities 9,812 (7 ) Changes in liabilities held for sale reflect the fair value reinstatement of rejected leases claims related to PumpCo to be settled post-emergence. (8 ) Changes in deferred income taxes are due to reorganization adjustments. (9 ) The resulting gain on liabilities subject to compromise was determined as follows: Prepetition 7.125 % and 7.750 % notes including accrued interest and unpaid interest 1,335,794 Rejected lease liability claims 4,956 Allowed Class 6 General Unsecured Claims against Parent 232,022 Liabilities subject to compromise settled in accordance with the Plan 1,572,772 Reinstatement of accrued liabilities for lease rejection claims ( 1,470 ) Reinstatement of liabilities held for sale for Pumpco lease claims ( 844 ) Payment to settle lease rejection claims ( 400 ) Cash proceeds from rights offering 963 Cash payout provided to cash opt-in noteholders ( 952 ) Cash Pool to settle GUCs against Parent ( 125 ) Issuance of common stock to prepetition noteholders, incremental to rights offering (par value) ( 193 ) Additional paid-in capital attributable to successor common stock issuance ( 869,311 ) Successor common stock issued to cash opt-out noteholders in the rights offering (par value) ( 7 ) Additional paid-in capital attributable to rights offering shares ( 33,175 ) Gain on settlement of liabilities subject to compromise 667,258 The Equity Rights Offering generated $ 963 in proceeds used to settle $ 952 in Cash Opt-in Noteholder claims. The Equity Rights Offering shares were offered at a price of $ 1.31 /share to Cash Opt-out Noteholders. As such, the Equity Rights Offering shares generated the $ 963 in cash proceeds from the share issuance as well as an implied discount to the Cash Opt-in claimants of $ 32.2 million, recorded as a loss on share issuance in reorganization items, net. The loss on the Equity Rights Offering share issuance is offset by the gain on share issuance of $ 32.2 million implied by the issuance of shares to settle Cash Opt-out Noteholder claims at a value of $ 46.82 /share compared to the reorganization value implied share price of $ 45.14 /share. (10 ) Changes of $ 16 in Predecessor common stock reflect the cancellation of the Predecessor’s common stock. (11 ) Changes in Predecessor additional paid-in capital (APIC) include the following: Extinguishment of APIC related to Predecessor's outstanding equity interests ( 2,758,812 ) Extinguishment of RSUs for the Predecessor's incentive plan 988 Net change in Predecessor's additional paid-in capital ( 2,757,824 ) (12 ) Reflects $ 4.3 million cancellation of Predecessor treasury stock held at cost. (13 ) Changes in the Successor’s Class A common stock include the following: Issuance of successor Class A common stock to prepetition noteholders, incremental to rights offering (par value) 193 Successor Class A common stock issued to cash opt-out noteholders in the rights offering (par value) 7 Net change in Successor Class A common stock 200 (14 ) Changes in Successor additional paid-in capital include the following: Additional paid-in capital (Successor Class A common stock) 869,311 Additional paid-in capital (rights offering shares) 33,175 Net change in Successor additional paid-in capital 902,486 (15 ) Changes to retained earnings (deficit) include the following: Gain on settlement of liabilities subject to compromise 667,258 Accrual for transfer tax ( 1,900 ) Extinguishment of RSUs for Predecessor incentive plan ( 988 ) Adjustment to net deferred tax liability taken to tax expense ( 3,100 ) Professional fees earned and payable as a result of consummation of the Plan of Reorganization ( 8,449 ) Write-off of deferred financing costs related to the Delayed-Draw Term Loan ( 12,000 ) Extinguishment of Predecessor equity (par value, APIC, and treasury stock) 2,754,538 Net change in retained earnings (deficit) 3,395,359 Fresh Start Adjustments (in thousands) (16 ) Changes of $ 170 in income tax receivable reflects the decrease to current deferred tax assets due to the adoption of fresh start accounting. (17 ) Changes in inventory and other current assets included the following: Fair value adjustment to inventory - North America Segment 1,097 Fair value adjustment to inventory - Global Segment 12,137 Adjustment to Predecessor decommissioning balances due to the adoption of fresh start accounting ( 3,498 ) Fair value adjustment to other current assets ( 1,310 ) Net change in inventory and other current assets due to the adoption of fresh start accounting 8,426 (18 ) Changes of $ 2.1 million in assets held for sale reflect a fair value adjustment to real property. (19 ) Changes of $ 125.1 million to property, plant and equipment reflect the fair value adjustment. Successor Fair Value Predecessor Book Value Land, Buildings, and Associated Improvements 150,089 281,989 Machinery and Equipment 374,643 1,605,074 Rental Services Equipment 92,861 617,762 Other Depreciable or Depletable Assets 35,762 49,242 Construction in Progress 4,912 4,912 658,267 2,558,979 Less: Accumulated Depreciation and Depletion - ( 2,025,832 ) Property, Plant and Equipment, net 658,267 533,147 (20 ) Reflects $ 1.8 million due to the fair value adjustment increasing operating lease right-of-use assets. (21 ) Changes of $ 138.9 million to goodwill reflect the derecognition of the Predecessor’s goodwill due to the adoption of fresh start accounting. (22 ) The fair value changes of $ 0.2 million to intangibles assets are reflected in the table below: Successor Fair Value Predecessor Net Book Value Customer Relationships - 4,455 Trade Names 4,898 2,268 Patents 2,120 447 Intangible Assets, Net 7,018 7,170 Reduction of other long-term assets was due to the adoption of fresh start accounting and include $ 19.3 million in decommissioning liabilities related to Predecessor long-term assets fair valued and presented in the Successor’s property, plant, and equipment. (23 ) Changes of $ 2.0 million to accrued expenses reflect the fair value adjustment increasing the current portion of operating lease liabilities. (24 ) Reflects the $ 3.4 million fair value adjustment decreasing the current portion of decommissioning liabilities. (25 ) Reflects the $ 33.8 million fair value adjustment increasing the non-current portion of decommissioning liabilities. (26 ) Reflects the $ 0.4 million fair value adjustment decreasing the non-current portion of operating lease liabilities. (27 ) Reflects the $ 70.4 million increase of deferred tax liabilities netted against an $18.8 million increase in realizable deferred tax assets due to the adoption of fresh start accounting. (28 ) Changes of $ 45.8 million in other long-term liabilities reflects the reclassification of amounts associated with the Predecessor’s decommissioning liability balances that were fair valued and presented in the Successor’s decommissioning liabilities, as well as an increase in FIN48 liabilities of $ 1.5 million. (29) Changes to accumulated other comprehensive loss reflect the elimination of Predecessor currency translation adjustment balances due to the adoption of fresh start accounting on Predecessor currency translation adjustment balances. (30 ) Changes reflect the cumulative impact of fresh start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated other comprehensive loss and the Predecessor’s accumulated deficit. Fresh start valuation adjustments ( 77,376 ) Adjustment to net deferred tax liability taken to tax expense ( 53,251 ) Net impact to accumulated other comprehensive loss and accumulated deficit ( 130,627 ) Reorganization Items, net The Predecessor incurred costs associated with the reorganization, primarily unamortized debt issuance costs, expenses related to rejected leases and post-petition professional fees. In accordance with applicable guidance, costs associated with the Chapter 11 Cases have been recorded as reorganization items, net within the accompanying consolidated statement of operations for the Current Predecessor Period ended February 2, 2021. Reorganization items, net was zero for the Successor Period, with zero cash used in operating activities during the Successor Period. Reorganization items, net was $ 335.6 million for the Current Predecessor Period, with $ 3.1 million representing cash used in operating activities during the Current Predecessor Period, $ 2.7 million and $ 0.4 million paid for professional fees and to settle lease rejection damages, respectively. Predecessor For the Period January 1, 2021 through February 2, 2021 Gain on settlement of liabilities subject to compromise $ 667,258 Allowed claim adjustment for Class 6 claims ( 232,022 ) Fresh Start valuation adjustments ( 77,376 ) Professional fees ( 16,005 ) Predecessor lease liabilities rejected per the Plan 13,347 Write off of deferred financing costs related to the Delayed-Draw Term Loan ( 12,000 ) Lease rejection damages ( 4,956 ) Extinguishment of RSU's for the Predecessor's incentive plan ( 988 ) Other items ( 1,698 ) Total reorganization items, net $ 335,560 Restructuring and other expenses The Company has embarked on a transformation project as part of its emergence from bankruptcy to reconfigure its operations and organization to maximize shareholder value and margin growth. The project is focused around three sequential phases: Business Unit Review – Analyzing strategic changes that emphasize product optimization and margin enhancement to maximize the cash flow profile of the Company’s business units and focus on the Company’s core competencies; Geographic Focus – Review the Company’s footprint and improve capital efficiency by focusing on low-risk, high reward geographies to maximize returns; and Right Size Support – Streamline support to match optimized business units that represent the Company’s core portfolio and consolidate its operational footprint to align the size of the Company’s operations with current demand to provide a superior value proposition and exhibit capital discipline. In connection with this initiative, during the three months ended March 31, 2021, we incurred costs of $ 8.4 million in the Successor Period and $ 1.3 million in the Current Predecessor Period, which primarily relate to professional fees and separation costs related to former executives and personnel. |