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Delaware
|
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001-33816
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26-0287117
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
|
Entry into a Material Definitive Agreement
|
Item 2.02
|
Results of Operations and Financial Condition
|
Item 9.01
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Financial Statements and Exhibits
|
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Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Twelfth Amendment to Amended and Restated Credit Agreement, dated as of November 4, 2016, by and among the Agent, the Lenders, and the Company
|
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|
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99.1
|
|
Press Release, dated November 7, 2016
|
|
|
|
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|
|
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NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
|
||
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|
|
|
|||
Date: November 7, 2016
|
|
|
|
By:
|
|
/s/ Joseph M. Crabb
|
|
|
|
|
Name:
|
|
Joseph M. Crabb
|
|
|
|
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Title:
|
|
Executive Vice President and Chief Legal Officer
|
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|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
10.1
|
|
Twelfth Amendment to Amended and Restated Credit Agreement, dated as of November 4, 2016, by and among the Agent, the Lenders, and the Company
|
|
|
|
|
|
99.1
|
|
Press Release, dated November 7, 2016
|
NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
, as Borrower
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Agent and as a Lender
|
|
By:
|
/s/ Zachary S. Buchanan
|
Name:
|
Zachary S. Buchanan
|
Title:
|
Authorized Signatory
|
CITIZENS BANK OF PENNSYLVANIA
, as a Lender
|
|
By:
|
/s/ John F. Kendrich
|
Name:
|
John F. Kendrich
|
Title:
|
Officer
|
CAPITAL ONE BUSINESS CREDIT CORP
., as a Lender
|
|
By:
|
/s/ Edward Behnen
|
Name:
|
Edward Behnen
|
Title:
|
Director
|
ASCRIBE II INVESTMENTS, LLC
, as a Lender
|
|
By:
|
/s/ Lawrence A. First
|
Name:
|
Lawrence A. First
|
Title:
|
Managing Director and CEO
|
ASCRIBE III INVESTMENTS, LLC
, as a Lender
|
|
By:
|
/s/ Lawrence A. First
|
Name:
|
Lawrence A. First
|
Title:
|
Managing Director and CEO
|
HECKMANN WATER RESOURCES CORPORATION
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
HECKMANN WATER RESOURCES (CVR), INC.
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
1960 WELL SERVICES, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
HEK WATER SOLUTIONS, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
APPALACHIAN WATER SERVICES, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
BADLANDS POWER FUELS, LLC
, a Delaware limited liability company
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
BADLANDS POWER FUELS, LLC
,
a North Dakota limited liability company
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
LANDTECH ENTERPRISES, L.L.C.
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
BADLANDS LEASING, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
IDEAL OILFIELD DISPOSAL, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
NUVERRA TOTAL SOLUTIONS, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
NES WATER SOLUTIONS, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
HECKMANN WOODS CROSS, LLC
|
|
By:
|
/s/ Mark Johnsrud
|
Name:
|
Mark Johnsrud
|
Title:
|
CEO
|
•
|
Third quarter revenue was $35.4 million, an increase of approximately 4.3%, or $1.4 million, when compared with revenue of $34.0 million in the second quarter of 2016, and a 53.7% decrease, or $41.1 million, when compared with revenue of $76.5 million in the third quarter of 2015.
|
•
|
Total costs and expenses, adjusted for special items, were $47.5 million, or a 2.8% decrease when compared with $48.9 million in the second quarter of 2016; 45.3% reduction in total costs and expenses, adjusted for special items, when compared with the third quarter of 2015.
|
•
|
Loss from continuing operations for the third quarter was $38.4 million, or a loss of $0.30 per diluted share, compared with a loss from continuing operations of $40.6 million, or a loss of $0.60 per diluted share, in the second quarter of 2016.
|
•
|
Adjusted EBITDA from continuing operations for the third quarter was $3.4 million, an increase of $3.1 million compared with adjusted EBITDA from continuing operations of $0.3 million in the second quarter of 2016.
|
•
|
Total liquidity as of September 30, 2016 was $8.9 million.
|
•
|
Approximately $18.8 million in lower payroll and related expenses, reflecting a 43.0% year-over-year reduction in headcount;
|
•
|
Approximately $3.5 million in lower fuel expense;
|
•
|
Approximately $3.9 million, or 44.7%, in lower general and administrative expenses;
|
•
|
Approximately $1.7 million in lower depreciation and amortization expenses; with,
|
•
|
The balance of $11.6 million related to reductions in all other direct operating expenses.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Non-rental revenue
|
$
|
32,143
|
|
|
$
|
71,000
|
|
|
$
|
107,538
|
|
|
$
|
263,540
|
|
Rental revenue
|
3,298
|
|
|
5,528
|
|
|
8,856
|
|
|
24,527
|
|
||||
Total revenue
|
35,441
|
|
|
76,528
|
|
|
116,394
|
|
|
288,067
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
32,122
|
|
|
62,482
|
|
|
101,022
|
|
|
222,055
|
|
||||
General and administrative expenses
|
6,323
|
|
|
8,705
|
|
|
27,979
|
|
|
31,102
|
|
||||
Depreciation and amortization
|
15,019
|
|
|
16,687
|
|
|
46,070
|
|
|
52,465
|
|
||||
Impairment of long-lived assets
|
7,788
|
|
|
—
|
|
|
10,452
|
|
|
—
|
|
||||
Impairment of goodwill
|
—
|
|
|
104,721
|
|
|
—
|
|
|
104,721
|
|
||||
Other, net
|
—
|
|
|
2
|
|
|
—
|
|
|
1,114
|
|
||||
Total costs and expenses
|
61,252
|
|
|
192,597
|
|
|
185,523
|
|
|
411,457
|
|
||||
Operating loss
|
(25,811
|
)
|
|
(116,069
|
)
|
|
(69,129
|
)
|
|
(123,390
|
)
|
||||
Interest expense, net
|
(14,656
|
)
|
|
(12,097
|
)
|
|
(40,674
|
)
|
|
(37,137
|
)
|
||||
Other income, net
|
2,095
|
|
|
22
|
|
|
5,024
|
|
|
743
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(674
|
)
|
|
(1,011
|
)
|
||||
Loss from continuing operations before income taxes
|
(38,372
|
)
|
|
(128,144
|
)
|
|
(105,453
|
)
|
|
(160,795
|
)
|
||||
Income tax (expense) benefit
|
(24
|
)
|
|
31
|
|
|
(852
|
)
|
|
40
|
|
||||
Loss from continuing operations
|
(38,396
|
)
|
|
(128,113
|
)
|
|
(106,305
|
)
|
|
(160,755
|
)
|
||||
Gain (loss) from discontinued operations, net of income taxes
|
—
|
|
|
350
|
|
|
(1,235
|
)
|
|
(818
|
)
|
||||
Net loss attributable to common shareholders
|
$
|
(38,396
|
)
|
|
$
|
(127,763
|
)
|
|
$
|
(107,540
|
)
|
|
$
|
(161,573
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss from continuing operations
|
$
|
(0.30
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(1.41
|
)
|
|
$
|
(5.82
|
)
|
Basic and diluted income (loss) from discontinued operations
|
—
|
|
|
0.01
|
|
|
(0.02
|
)
|
|
(0.03
|
)
|
||||
Net loss per basic and diluted common share
|
$
|
(0.30
|
)
|
|
$
|
(4.60
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(5.85
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding used in computing net loss per basic and diluted common share
|
129,669
|
|
|
27,807
|
|
|
75,291
|
|
|
27,634
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
(Note 1)
|
||||
Cash and cash equivalents
|
$
|
587
|
|
|
$
|
39,309
|
|
Restricted cash
|
1,087
|
|
|
4,250
|
|
||
Accounts receivable, net
|
22,188
|
|
|
42,188
|
|
||
Inventories
|
2,580
|
|
|
2,985
|
|
||
Prepaid expenses and other receivables
|
3,468
|
|
|
3,377
|
|
||
Other current assets
|
958
|
|
|
2,372
|
|
||
Assets held for sale
|
582
|
|
|
—
|
|
||
Total current assets
|
31,450
|
|
|
94,481
|
|
||
Property, plant and equipment, net
|
340,797
|
|
|
406,188
|
|
||
Equity investments
|
573
|
|
|
3,750
|
|
||
Intangibles, net
|
14,905
|
|
|
16,867
|
|
||
Other assets
|
573
|
|
|
1,333
|
|
||
Total assets
|
$
|
388,298
|
|
|
$
|
522,619
|
|
Liabilities and Shareholders' Deficit
|
|
|
|
||||
Accounts payable
|
$
|
4,206
|
|
|
$
|
6,907
|
|
Accrued liabilities
|
18,281
|
|
|
29,843
|
|
||
Current contingent consideration
|
—
|
|
|
8,628
|
|
||
Current portion of long-term debt
|
51,315
|
|
|
499,709
|
|
||
Derivative warrant liability
|
4,426
|
|
|
—
|
|
||
Total current liabilities
|
78,228
|
|
|
545,087
|
|
||
Deferred income taxes
|
340
|
|
|
270
|
|
||
Long-term debt
|
405,461
|
|
|
11,758
|
|
||
Long-term contingent consideration
|
8,500
|
|
|
—
|
|
||
Other long-term liabilities
|
3,738
|
|
|
3,775
|
|
||
Total liabilities
|
496,267
|
|
|
560,890
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders' deficit:
|
|
|
|
||||
Common stock
|
152
|
|
|
30
|
|
||
Additional paid-in capital
|
1,407,650
|
|
|
1,369,921
|
|
||
Treasury stock
|
(19,809
|
)
|
|
(19,800
|
)
|
||
Accumulated deficit
|
(1,495,962
|
)
|
|
(1,388,422
|
)
|
||
Total shareholders' deficit
|
(107,969
|
)
|
|
(38,271
|
)
|
||
Total liabilities and shareholders' deficit
|
$
|
388,298
|
|
|
$
|
522,619
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(107,540
|
)
|
|
$
|
(161,573
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
(906
|
)
|
||
Loss on the sale of TFI
|
1,235
|
|
|
1,724
|
|
||
Depreciation and amortization of intangible assets
|
46,070
|
|
|
52,465
|
|
||
Amortization of debt issuance costs, net
|
4,329
|
|
|
3,638
|
|
||
Accrued interest added to debt principal
|
20,240
|
|
|
—
|
|
||
Stock-based compensation
|
908
|
|
|
1,858
|
|
||
Impairment of long-lived assets
|
10,452
|
|
|
—
|
|
||
Impairment of goodwill
|
—
|
|
|
104,721
|
|
||
Gain on sale of UGSI
|
(1,747
|
)
|
|
—
|
|
||
Loss (gain) on disposal of property, plant and equipment
|
3,298
|
|
|
(1,198
|
)
|
||
Bad debt expense
|
(516
|
)
|
|
(695
|
)
|
||
Change in fair value of derivative warrant liability
|
(2,574
|
)
|
|
—
|
|
||
Loss on extinguishment of debt
|
674
|
|
|
1,011
|
|
||
Deferred income taxes
|
70
|
|
|
21
|
|
||
Other, net
|
5
|
|
|
364
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
20,516
|
|
|
58,985
|
|
||
Prepaid expenses and other receivables
|
(227
|
)
|
|
(1,294
|
)
|
||
Accounts payable and accrued liabilities
|
(14,379
|
)
|
|
(4,805
|
)
|
||
Other assets and liabilities, net
|
(136
|
)
|
|
1,342
|
|
||
Net cash (used in) provided by operating activities from continuing operations
|
(19,322
|
)
|
|
55,658
|
|
||
Net cash used in operating activities from discontinued operations
|
—
|
|
|
(708
|
)
|
||
Net cash (used in) provided by operating activities
|
(19,322
|
)
|
|
54,950
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of TFI
|
—
|
|
|
78,897
|
|
||
Proceeds from the sale of property, plant and equipment
|
9,954
|
|
|
12,339
|
|
||
Purchases of property, plant and equipment
|
(2,613
|
)
|
|
(16,564
|
)
|
||
Proceeds from the sale of UGSI
|
5,032
|
|
|
—
|
|
||
Change in restricted cash
|
3,163
|
|
|
(4,250
|
)
|
||
Net cash provided by investing activities from continuing operations
|
15,536
|
|
|
70,422
|
|
||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
(181
|
)
|
||
Net cash provided by investing activities
|
15,536
|
|
|
70,241
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
118,533
|
|
|
—
|
|
||
Payments on revolving credit facility
|
(176,428
|
)
|
|
(81,647
|
)
|
||
Proceeds from term loan
|
24,000
|
|
|
—
|
|
||
Payments for deferred financing costs
|
(1,084
|
)
|
|
—
|
|
||
Issuance of stock
|
5,000
|
|
|
—
|
|
||
Payments on vehicle financing and other financing activities
|
(4,957
|
)
|
|
(9,468
|
)
|
||
Net cash used in financing activities from continuing operations
|
(34,936
|
)
|
|
(91,115
|
)
|
||
Net cash used in financing activities from discontinued operations
|
—
|
|
|
(105
|
)
|
||
Net cash used in financing activities
|
(34,936
|
)
|
|
(91,220
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(38,722
|
)
|
|
33,971
|
|
||
Cash and cash equivalents - beginning of period
|
39,309
|
|
|
15,416
|
|
||
Cash and cash equivalents - end of period
|
587
|
|
|
49,387
|
|
||
Less: cash and cash equivalents of discontinued operations - end of period
|
—
|
|
|
—
|
|
||
Cash and cash equivalents of continuing operations - end of period
|
$
|
587
|
|
|
$
|
49,387
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loss from continuing operations
|
$
|
(38,396
|
)
|
|
$
|
(128,113
|
)
|
|
$
|
(106,305
|
)
|
|
$
|
(160,755
|
)
|
Depreciation and amortization
|
15,019
|
|
|
16,687
|
|
|
46,070
|
|
|
52,465
|
|
||||
Interest expense, net
|
14,656
|
|
|
12,097
|
|
|
40,674
|
|
|
37,137
|
|
||||
Income tax expense (benefit)
|
24
|
|
|
(31
|
)
|
|
852
|
|
|
(40
|
)
|
||||
EBITDA
|
(8,697
|
)
|
|
(99,360
|
)
|
|
(18,709
|
)
|
|
(71,193
|
)
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Transaction-related costs, including earnout adjustments, net
|
—
|
|
|
(13
|
)
|
|
(117
|
)
|
|
(145
|
)
|
||||
Stock-based compensation
|
252
|
|
|
342
|
|
|
908
|
|
|
1,858
|
|
||||
Change in fair value of derivative warrant liability
|
(1,551
|
)
|
|
—
|
|
|
(2,574
|
)
|
|
—
|
|
||||
Legal and environmental costs, net
|
3,387
|
|
|
134
|
|
|
13,504
|
|
|
538
|
|
||||
Impairment of long-lived assets
|
7,788
|
|
|
—
|
|
|
10,452
|
|
|
—
|
|
||||
Impairment of goodwill
|
—
|
|
|
104,721
|
|
|
—
|
|
|
104,721
|
|
||||
Restructuring, exit and other costs
|
(266
|
)
|
|
326
|
|
|
(379
|
)
|
|
1,661
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
674
|
|
|
1,011
|
|
||||
Gain on sale of UGSI
|
(53
|
)
|
|
—
|
|
|
(1,747
|
)
|
|
—
|
|
||||
Loss (gain) on disposal of assets
|
2,566
|
|
|
114
|
|
|
3,293
|
|
|
(1,198
|
)
|
||||
Adjusted EBITDA from continuing operations
|
3,426
|
|
|
6,264
|
|
|
5,305
|
|
|
37,253
|
|
||||
Adjusted EBITDA from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
1,197
|
|
||||
Total Adjusted EBITDA
|
$
|
3,426
|
|
|
$
|
6,264
|
|
|
$
|
5,305
|
|
|
$
|
38,450
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
(1,235
|
)
|
|
$
|
(818
|
)
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
265
|
|
||||
EBITDA from discontinued operations
|
—
|
|
|
350
|
|
|
(1,235
|
)
|
|
(553
|
)
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Transaction-related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||
Loss on sale of TFI
|
—
|
|
|
(350
|
)
|
|
1,235
|
|
|
1,724
|
|
||||
Adjusted EBITDA from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,197
|
|
Three months ended September 30, 2016
|
|
Rocky Mountain
|
|
Northeast
|
|
Southern
|
|
Corporate
|
|
Total
|
||||||||||
Revenue
|
|
$
|
19,166
|
|
|
$
|
7,877
|
|
|
$
|
8,398
|
|
|
$
|
—
|
|
|
$
|
35,441
|
|
Direct operating expenses
|
|
13,890
|
|
|
9,311
|
|
|
8,921
|
|
|
—
|
|
|
32,122
|
|
|||||
General and administrative expenses
|
|
1,211
|
|
|
346
|
|
|
455
|
|
|
4,311
|
|
|
6,323
|
|
|||||
Depreciation and amortization
|
|
7,554
|
|
|
3,281
|
|
|
4,121
|
|
|
63
|
|
|
15,019
|
|
|||||
Operating loss
|
|
(3,489
|
)
|
|
(10,733
|
)
|
|
(7,215
|
)
|
|
(4,374
|
)
|
|
(25,811
|
)
|
|||||
Operating margin %
|
|
(18.2
|
)%
|
|
(136.3
|
)%
|
|
(85.9
|
)%
|
|
NA
|
|
|
(72.8
|
)%
|
|||||
Loss from continuing operations before income taxes
|
|
(3,618
|
)
|
|
(10,384
|
)
|
|
(7,265
|
)
|
|
(17,105
|
)
|
|
(38,372
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
(3,618
|
)
|
|
(10,384
|
)
|
|
(7,311
|
)
|
|
(17,083
|
)
|
|
(38,396
|
)
|
|||||
Depreciation and amortization
|
|
7,554
|
|
|
3,281
|
|
|
4,121
|
|
|
63
|
|
|
15,019
|
|
|||||
Interest expense, net
|
|
150
|
|
|
118
|
|
|
53
|
|
|
14,335
|
|
|
14,656
|
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(22
|
)
|
|
24
|
|
|||||
EBITDA
|
|
$
|
4,086
|
|
|
$
|
(6,985
|
)
|
|
$
|
(3,091
|
)
|
|
$
|
(2,707
|
)
|
|
$
|
(8,697
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, net
|
|
(206
|
)
|
|
7,094
|
|
|
4,746
|
|
|
489
|
|
|
12,123
|
|
|||||
Adjusted EBITDA from continuing operations
|
|
$
|
3,880
|
|
|
$
|
109
|
|
|
$
|
1,655
|
|
|
$
|
(2,218
|
)
|
|
$
|
3,426
|
|
Adjusted EBITDA margin %
|
|
20.2
|
%
|
|
1.4
|
%
|
|
19.7
|
%
|
|
NA
|
|
|
9.7
|
%
|
Three months ended September 30, 2015
|
|
Rocky Mountain
|
|
Northeast
|
|
Southern
|
|
Corporate
|
|
Total
|
||||||||||
Revenue
|
|
$
|
41,325
|
|
|
$
|
19,825
|
|
|
$
|
15,378
|
|
|
$
|
—
|
|
|
$
|
76,528
|
|
Direct operating expenses
|
|
30,938
|
|
|
16,414
|
|
|
15,130
|
|
|
—
|
|
|
62,482
|
|
|||||
General and administrative expenses
|
|
1,823
|
|
|
791
|
|
|
703
|
|
|
5,388
|
|
|
8,705
|
|
|||||
Depreciation and amortization
|
|
8,553
|
|
|
4,041
|
|
|
3,985
|
|
|
108
|
|
|
16,687
|
|
|||||
Operating loss
|
|
(104,710
|
)
|
|
(1,421
|
)
|
|
(4,441
|
)
|
|
(5,497
|
)
|
|
(116,069
|
)
|
|||||
Operating margin %
|
|
(253.4
|
)%
|
|
(7.2
|
)%
|
|
(28.9
|
)%
|
|
NA
|
|
|
(151.7
|
)%
|
|||||
Loss from continuing operations before income taxes
|
|
(104,811
|
)
|
|
(1,569
|
)
|
|
(4,474
|
)
|
|
(17,290
|
)
|
|
(128,144
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
(104,811
|
)
|
|
(1,563
|
)
|
|
(4,470
|
)
|
|
(17,269
|
)
|
|
(128,113
|
)
|
|||||
Depreciation and amortization
|
|
8,553
|
|
|
4,041
|
|
|
3,985
|
|
|
108
|
|
|
16,687
|
|
|||||
Interest expense, net
|
|
110
|
|
|
146
|
|
|
48
|
|
|
11,793
|
|
|
12,097
|
|
|||||
Income tax benefit
|
|
—
|
|
|
(6
|
)
|
|
(4
|
)
|
|
(21
|
)
|
|
(31
|
)
|
|||||
EBITDA
|
|
$
|
(96,148
|
)
|
|
$
|
2,618
|
|
|
$
|
(441
|
)
|
|
$
|
(5,389
|
)
|
|
$
|
(99,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, net
|
|
104,590
|
|
|
(12
|
)
|
|
1,181
|
|
|
(135
|
)
|
|
105,624
|
|
|||||
Adjusted EBITDA from continuing operations
|
|
$
|
8,442
|
|
|
$
|
2,606
|
|
|
$
|
740
|
|
|
$
|
(5,524
|
)
|
|
$
|
6,264
|
|
Adjusted EBITDA margin %
|
|
20.4
|
%
|
|
13.1
|
%
|
|
4.8
|
%
|
|
NA
|
|
|
8.2
|
%
|
Nine months ended September 30, 2016
|
|
Rocky Mountain
|
|
Northeast
|
|
Southern
|
|
Corporate
|
|
Total
|
||||||||||
Revenue
|
|
$
|
63,023
|
|
|
$
|
28,342
|
|
|
$
|
25,029
|
|
|
$
|
—
|
|
|
$
|
116,394
|
|
Direct operating expenses
|
|
49,680
|
|
|
29,005
|
|
|
22,337
|
|
|
—
|
|
|
101,022
|
|
|||||
General and administrative expenses
|
|
4,758
|
|
|
1,875
|
|
|
2,348
|
|
|
18,998
|
|
|
27,979
|
|
|||||
Depreciation and amortization
|
|
23,425
|
|
|
10,590
|
|
|
11,854
|
|
|
201
|
|
|
46,070
|
|
|||||
Operating loss
|
|
(14,840
|
)
|
|
(21,153
|
)
|
|
(13,937
|
)
|
|
(19,199
|
)
|
|
(69,129
|
)
|
|||||
Operating margin %
|
|
(23.5
|
)%
|
|
(74.6
|
)%
|
|
(55.7
|
)%
|
|
NA
|
|
|
(59.4
|
)%
|
|||||
Loss from continuing operations before income taxes
|
|
(15,088
|
)
|
|
(20,984
|
)
|
|
(14,016
|
)
|
|
(55,365
|
)
|
|
(105,453
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
(15,088
|
)
|
|
(20,984
|
)
|
|
(14,062
|
)
|
|
(56,171
|
)
|
|
(106,305
|
)
|
|||||
Depreciation and amortization
|
|
23,425
|
|
|
10,590
|
|
|
11,854
|
|
|
201
|
|
|
46,070
|
|
|||||
Interest expense, net
|
|
354
|
|
|
368
|
|
|
139
|
|
|
39,813
|
|
|
40,674
|
|
|||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
46
|
|
|
806
|
|
|
852
|
|
|||||
EBITDA
|
|
$
|
8,691
|
|
|
$
|
(10,026
|
)
|
|
$
|
(2,023
|
)
|
|
$
|
(15,351
|
)
|
|
$
|
(18,709
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, net
|
|
2,508
|
|
|
8,820
|
|
|
4,548
|
|
|
8,138
|
|
|
24,014
|
|
|||||
Adjusted EBITDA from continuing operations
|
|
$
|
11,199
|
|
|
$
|
(1,206
|
)
|
|
$
|
2,525
|
|
|
$
|
(7,213
|
)
|
|
$
|
5,305
|
|
Adjusted EBITDA margin %
|
|
17.8
|
%
|
|
(4.3
|
)%
|
|
10.1
|
%
|
|
NA
|
|
|
4.6
|
%
|
Nine months ended September 30, 2015
|
|
Rocky Mountain
|
|
Northeast
|
|
Southern
|
|
Corporate
|
|
Total
|
||||||||||
Revenue
|
|
$
|
158,336
|
|
|
$
|
74,549
|
|
|
$
|
55,182
|
|
|
$
|
—
|
|
|
$
|
288,067
|
|
Direct operating expenses
|
|
115,470
|
|
|
59,906
|
|
|
46,679
|
|
|
—
|
|
|
222,055
|
|
|||||
General and administrative expenses
|
|
5,201
|
|
|
3,716
|
|
|
4,000
|
|
|
18,185
|
|
|
31,102
|
|
|||||
Depreciation and amortization
|
|
26,091
|
|
|
12,028
|
|
|
13,828
|
|
|
518
|
|
|
52,465
|
|
|||||
Operating loss
|
|
(93,147
|
)
|
|
(1,224
|
)
|
|
(9,923
|
)
|
|
(19,096
|
)
|
|
(123,390
|
)
|
|||||
Operating margin %
|
|
(58.8
|
)%
|
|
(1.6
|
)%
|
|
(18.0
|
)%
|
|
NA
|
|
|
(42.8
|
)%
|
|||||
Loss from continuing operations before income taxes
|
|
(92,909
|
)
|
|
(1,756
|
)
|
|
(10,037
|
)
|
|
(56,093
|
)
|
|
(160,795
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations
|
|
(92,909
|
)
|
|
(1,756
|
)
|
|
(10,037
|
)
|
|
(56,053
|
)
|
|
(160,755
|
)
|
|||||
Depreciation and amortization
|
|
26,091
|
|
|
12,028
|
|
|
13,828
|
|
|
518
|
|
|
52,465
|
|
|||||
Interest expense, net
|
|
363
|
|
|
646
|
|
|
142
|
|
|
35,986
|
|
|
37,137
|
|
|||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
|||||
EBITDA
|
|
$
|
(66,455
|
)
|
|
$
|
10,918
|
|
|
$
|
3,933
|
|
|
$
|
(19,589
|
)
|
|
$
|
(71,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, net
|
|
104,015
|
|
|
134
|
|
|
1,050
|
|
|
3,247
|
|
|
108,446
|
|
|||||
Adjusted EBITDA from continuing operations
|
|
$
|
37,560
|
|
|
$
|
11,052
|
|
|
$
|
4,983
|
|
|
$
|
(16,342
|
)
|
|
$
|
37,253
|
|
Adjusted EBITDA margin %
|
|
23.7
|
%
|
|
14.8
|
%
|
|
9.0
|
%
|
|
NA
|
|
|
12.9
|
%
|
|
Three months ended September 30, 2016
|
|||||||||||
|
As Reported
|
|
Special Items
|
|
As Adjusted
|
|||||||
Revenue
|
$
|
35,441
|
|
|
$
|
—
|
|
|
|
$
|
35,441
|
|
Direct operating expenses
|
32,122
|
|
|
(4,394
|
)
|
[A]
|
|
27,728
|
|
|||
General and administrative expenses
|
6,323
|
|
|
(1,545
|
)
|
[B]
|
|
4,778
|
|
|||
Total costs and expenses
|
61,252
|
|
|
(13,727
|
)
|
[C]
|
|
47,525
|
|
|||
Operating loss
|
(25,811
|
)
|
|
13,727
|
|
[C]
|
|
(12,084
|
)
|
|||
Loss from continuing operations
|
(38,396
|
)
|
|
12,131
|
|
[D]
|
|
(26,265
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations
|
$
|
(0.30
|
)
|
|
|
|
|
$
|
(0.20
|
)
|
||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(38,396
|
)
|
|
|
|
|
$
|
(26,265
|
)
|
||
Depreciation and amortization
|
15,019
|
|
|
|
|
|
15,019
|
|
||||
Interest expense, net
|
14,656
|
|
|
|
|
|
14,656
|
|
||||
Income tax expense
|
24
|
|
|
|
|
|
16
|
|
||||
EBITDA and Adjusted EBITDA from continuing operations
|
$
|
(8,697
|
)
|
|
|
|
|
$
|
3,426
|
|
Description of 2016 Special Items:
|
||||
[A]
|
Special items primarily includes the loss on sale of underutilized assets, offset by severance and environmental clean-up charges.
|
|||
[B]
|
Primarily attributable to stock-based compensation, non-routine legal and professional fees offset by a settlement for the Rocky Mountain division.
|
|||
[C]
|
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $2.1 million for assets classified as assets-held-for-sale in the Southern division and $5.7 million for assets determined to be impaired in the Northeast division.
|
|||
[D]
|
Primarily includes the aforementioned adjustments along with a gain of $1.6 million associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the three months ended September 30, 2016 was 0.06% and has been applied to the special items accordingly.
|
|
Three months ended September 30, 2015
|
|||||||||||
|
As Reported
|
|
Special Items
|
|
As Adjusted
|
|||||||
Revenue
|
$
|
76,528
|
|
|
$
|
—
|
|
|
|
$
|
76,528
|
|
Direct operating expenses
|
62,482
|
|
|
(846
|
)
|
[E]
|
|
61,636
|
|
|||
General and administrative expenses
|
8,705
|
|
|
(68
|
)
|
[F]
|
|
8,637
|
|
|||
Total costs and expenses
|
192,597
|
|
|
(105,637
|
)
|
[G]
|
|
86,960
|
|
|||
Operating loss
|
(116,069
|
)
|
|
105,637
|
|
[G]
|
|
(10,432
|
)
|
|||
Loss from continuing operations
|
(128,113
|
)
|
|
105,624
|
|
[H]
|
|
(22,489
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations
|
$
|
(4.61
|
)
|
|
|
|
|
$
|
(0.81
|
)
|
||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(128,113
|
)
|
|
|
|
|
$
|
(22,489
|
)
|
||
Depreciation and amortization
|
16,687
|
|
|
|
|
|
16,687
|
|
||||
Interest expense, net
|
12,097
|
|
|
|
|
|
12,097
|
|
||||
Income tax benefit
|
(31
|
)
|
|
|
|
|
(31
|
)
|
||||
EBITDA and Adjusted EBITDA from continuing operations
|
$
|
(99,360
|
)
|
|
|
|
|
$
|
6,264
|
|
Description of 2015 Special Items:
|
||||
[E]
|
Special items include a gain on sale related to the disposal of certain transportation related assets.
|
|||
[F]
|
Primarily attributable to stock-based compensation, non-routine litigation expenses, and a gain related to the sale of assets.
|
|||
[G]
|
Primarily includes the aforementioned adjustments, and approximately $104.7 million associated with a goodwill impairment charge recorded for the Rocky Mountain division.
|
|||
[H]
|
Primarily includes the aforementioned adjustments. Additionally, our effective tax rate for the three months ended September 30, 2015 was near zero percent and has been applied to the special items accordingly.
|
|
Nine months ended September 30, 2016
|
|||||||||||
|
As Reported
|
|
Special Items
|
|
As Adjusted
|
|||||||
Revenue
|
$
|
116,394
|
|
|
$
|
—
|
|
|
|
$
|
116,394
|
|
Direct operating expenses
|
101,022
|
|
|
(5,633
|
)
|
[A]
|
|
95,389
|
|
|||
General and administrative expenses
|
27,979
|
|
|
(11,704
|
)
|
[B]
|
|
16,275
|
|
|||
Total costs and expenses
|
185,523
|
|
|
(27,789
|
)
|
[C]
|
|
157,734
|
|
|||
Operating loss
|
(69,129
|
)
|
|
27,789
|
|
[C]
|
|
(41,340
|
)
|
|||
Loss from continuing operations
|
(106,305
|
)
|
|
24,208
|
|
[D]
|
|
(82,097
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations
|
$
|
(1.41
|
)
|
|
|
|
|
$
|
(1.09
|
)
|
||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(106,305
|
)
|
|
|
|
|
$
|
(82,097
|
)
|
||
Depreciation and amortization
|
46,070
|
|
|
|
|
|
46,070
|
|
||||
Interest expense, net
|
40,674
|
|
|
|
|
|
40,674
|
|
||||
Income tax expense
|
852
|
|
|
|
|
|
658
|
|
||||
EBITDA and Adjusted EBITDA from continuing operations
|
$
|
(18,709
|
)
|
|
|
|
|
$
|
5,305
|
|
Description of 2016 Special Items:
|
||||
[A]
|
Special items primarily includes the loss on sale of underutilized assets, offset by severance and environmental clean-up charges.
|
|||
[B]
|
Primarily attributable to stock-based compensation and non-routine legal and professional fees incurred in connection with the execution of management's plan to restructure our indebtedness.
|
|||
[C]
|
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $4.8 million for assets classified as assets-held-for-sale in the Northeast and Southern divisions and $5.7 million for assets determined to be impaired in the Northeast division.
|
|||
[D]
|
Primarily includes the aforementioned adjustments along with a charge of $0.7 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of amendments to the ABL Facility, a gain of $2.6 million associated with the change in fair value of the derivative warrant liability, and a gain on the sale of Underground Solutions, Inc. of $1.7 million. Additionally, our effective tax rate for the nine months ended September 30, 2016 was 0.8% and has been applied to the special items accordingly.
|
|
Nine months ended September 30, 2015
|
|||||||||||
|
As Reported
|
|
Special Items
|
|
As Adjusted
|
|||||||
Revenue
|
$
|
288,067
|
|
|
$
|
—
|
|
|
|
$
|
288,067
|
|
Direct operating expenses
|
222,055
|
|
|
469
|
|
[E]
|
|
222,524
|
|
|||
General and administrative expenses
|
31,102
|
|
|
(2,214
|
)
|
[F]
|
|
28,888
|
|
|||
Total costs and expenses
|
411,457
|
|
|
(107,580
|
)
|
[G]
|
|
303,877
|
|
|||
Operating loss
|
(123,390
|
)
|
|
107,580
|
|
[G]
|
|
(15,810
|
)
|
|||
Loss from continuing operations
|
(160,755
|
)
|
|
108,446
|
|
[H]
|
|
(52,309
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted loss from continuing operations
|
$
|
(5.82
|
)
|
|
|
|
|
$
|
(1.89
|
)
|
||
|
|
|
|
|
|
|
||||||
Loss from continuing operations
|
$
|
(160,755
|
)
|
|
|
|
|
$
|
(52,309
|
)
|
||
Depreciation and amortization
|
52,465
|
|
|
|
|
|
52,465
|
|
||||
Interest expense, net
|
37,137
|
|
|
|
|
|
37,137
|
|
||||
Income tax benefit
|
(40
|
)
|
|
|
|
|
(40
|
)
|
||||
EBITDA and Adjusted EBITDA from continuing operations
|
$
|
(71,193
|
)
|
|
|
|
|
$
|
37,253
|
|
Description of 2015 Special Items:
|
||||
[E]
|
Special items include a gain on sale related to the disposal of certain transportation related assets.
|
|||
[F]
|
Primarily attributable to stock-based compensation, non-routine litigation expenses, certain refinancing costs associated with our ABL Facility and a gain related to the sale of assets.
|
|||
[G]
|
Primarily includes the aforementioned adjustments, along with a charge of approximately $1.1 million associated our restructuring initiative and other exit related costs from certain shale basins, and approximately $104.7 million associated with a goodwill impairment charge recorded for the Rocky Mountain division.
|
|||
[H]
|
Primarily includes the aforementioned adjustments, along with a charge of $1.0 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of an amendment to our ABL Facility, and a net reduction related to a prior acquisition earnout reserve of $0.1 million. Additionally, our effective tax rate for the nine months ended September 30, 2015 was near zero percent and has been applied to the special items accordingly.
|
|
|
Nine Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Net cash (used in) provided by operating activities from continuing operations
|
|
$
|
(19,322
|
)
|
|
$
|
55,658
|
|
Less: net cash capital expenditures [1]
|
|
7,341
|
|
|
(4,225
|
)
|
||
Free Cash Flow
|
|
$
|
(11,981
|
)
|
|
$
|
51,433
|
|
[1]
|
Purchases of property, plant and equipment, net of proceeds received from sales of property, plant and equipment
|