ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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NYSE American
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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ý
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Emerging growth company
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¨
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Item 2
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•
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the expected benefits of our completed restructuring under chapter 11 of the United States Bankruptcy Code to improve our long-term capital structure;
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•
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future financial performance and growth targets or expectations;
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•
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market and industry trends and developments, including, but not limited to, statements regarding fluctuations in oil and natural gas prices and third-party projections for the markets in which we operate; and
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•
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the potential benefits of our completed and any future merger, acquisition, disposition, restructuring, and financing transactions.
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•
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the effects of our completed restructuring on the Company and the interests of various constituents;
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•
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risks and uncertainties associated with the restructuring process, including the outcome of a pending appeal of the order confirming the plan of reorganization and our ability to execute the requirements of the plan of reorganization subsequent to the effective date;
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•
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our inability to maintain relationships with suppliers, customers, employees and other third parties as a result of our chapter 11 filing;
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•
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the bankruptcy and, as applicable, appellate court’s rulings in our chapter 11 cases, including appeals thereof, and the outcome of our chapter 11 cases in general;
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•
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risks associated with third-party motions, objections, and appeals in our chapter 11 cases, including the pending appeal of the confirmation of the plan of reorganization;
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•
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the length of time the Company will operate under chapter 11 protection;
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•
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the effects of the increased advisory costs to execute a reorganization;
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•
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risks associated with our indebtedness, including changes to interest rates, deterioration in the value of our machinery and equipment or accounts receivables, our ability to manage our liquidity needs and to comply with covenants under our credit facilities;
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•
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our ability to attract, motivate and retain key executives and qualified employees in key areas of our business, including as a result of our completed chapter 11 restructuring;
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•
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financial results that may be volatile and may not reflect historical trends due to, among other things, changes in commodity prices or general market conditions, acquisition and disposition activities, fluctuations in consumer trends, pricing pressures, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate;
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•
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our ability to attract and retain a sufficient number of qualified truck drivers in light of industry-wide driver shortages and high-turnover;
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•
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risks associated with our ability to collect outstanding receivables as a result of liquidity constraints on our customers resulting from low oil and/or natural gas prices;
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•
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the availability of less favorable credit and payment terms due to the downturn in our industry, our financial condition, and the chapter 11 proceeding, including more stringent or costly payment terms from our vendors, which may further constrain our liquidity and reduce availability under our revolving credit facility;
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•
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risks associated with our capital structure, including our ability to access necessary funding to generate sufficient operating cash flow to meet our debt service obligations;
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•
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risks associated with the limited trading volume of our common stock on the NYSE American Stock Exchange, including potential fluctuations in the trading prices of our common stock;
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•
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changes in customer drilling, completion and production activities, operating methods and capital expenditure plans, including impacts due to low oil and/or natural gas prices or the economic or regulatory environment;
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•
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difficulties in identifying and completing acquisitions and divestitures, and differences in the type and availability of consideration or financing for such acquisitions and divestitures;
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•
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difficulties in successfully executing our growth initiatives, including difficulties in permitting, financing and constructing pipelines and waste treatment assets and in structuring economically viable agreements with potential customers, joint venture partners, financing sources and other parties;
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•
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higher than forecasted capital expenditures to maintain and repair our fleet of trucks, tanks, equipment and disposal wells;
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•
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fluctuations in prices, transportation costs and demand for commodities such as oil and natural gas;
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•
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risks associated with the operation, construction and development of saltwater disposal wells, solids and liquids treatment and transportation assets, landfills and pipelines, including access to additional locations and rights-of-way, environmental remediation obligations, unscheduled delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives;
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•
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risks associated with new technologies and the impact on our business;
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•
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the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets;
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•
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risks associated with the reliance on third-party analyst and expert market projections and data for the markets in which we operate;
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•
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changes in economic conditions in the markets in which we operate or in the world generally, including as a result of political uncertainty;
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•
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reduced demand for our services due to regulatory or other influences related to extraction methods such as hydraulic fracturing, shifts in production among shale areas in which we operate or into shale areas in which we do not currently have operations or the loss of key customers;
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•
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the impact of changes in laws and regulation on waste management and disposal activities, including those impacting the delivery, storage, collection, transportation, treatment and disposal of waste products, as well as the use or reuse of recycled or treated products or byproducts;
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•
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control of costs and expenses;
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•
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present and possible future claims, litigation or enforcement actions or investigations;
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•
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natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism, or extreme weather conditions, that may impact our business locations, assets, including wells or pipelines, distribution channels, or which otherwise disrupt our or our customers’ operations or the markets we serve;
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•
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the threat or occurrence of international armed conflict;
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•
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the unknown future impact on our business from legislation and governmental rulemaking, including the Affordable Care Act, the Dodd-Frank Wall Street Reform, the Tax Cuts and Jobs Act, and the Consumer Protection Act and the rules to be promulgated thereunder;
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•
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risks involving developments in environmental or other governmental laws and regulations in the markets in which we operate and our ability to effectively respond to those developments including laws and regulations relating to oil and natural gas extraction businesses, particularly relating to water usage, and the disposal, transportation and treatment of liquid and solid wastes; and
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•
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other risks identified in this Annual Report or referenced from time to time in our filings with the United States Securities and Exchange Commission.
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•
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Logistics and Wellsite Services:
Delivery of freshwater to wellsites, freshwater procurement and transfer services, staging and storage of equipment and materials, rental of wellsite equipment, and construction services including wellpads.
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•
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Water Midstream:
Collection and transportation of produced water from wellsites to disposal network via trucking or a fixed pipeline system, supplying freshwater for drilling and completion via pipeline system, gathering systems for collection and transportation of flowback and produced water to disposal wells.
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•
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Disposal Wells and Landfill:
Liquid waste water from hydraulic fracturing operations, liquid waste water from well production, and solid drilling waste.
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•
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Oil shale areas
:
includes our operations in the Bakken and Eagle Ford shale areas. During 2017,
64%
of our revenues from continuing operations were derived from these shale areas.
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•
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Natural gas shale areas
:
includes our operations in the Marcellus, Utica, Haynesville, and gas sections of the Eagle Ford shale areas. During 2017,
36%
of our revenues from continuing operations were derived from these shale areas.
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•
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Rocky Mountain Division
:
comprising the Bakken shale area;
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•
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Northeast Division
:
comprising the Marcellus and Utica shale areas; and
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•
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Southern Division
:
comprising the Haynesville and Eagle Ford shale areas.
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•
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The Bakken and underlying Three Forks formations are the two primary reservoirs currently being developed in the Williston Basin, which covers most of western North Dakota, eastern Montana, northwest South Dakota and southern Saskatchewan. According to the
Assumptions to the Annual Energy Outlook 2017
report issued in July of 2017 by the United States Energy Information Administration (or the “EIA”) with data as of January 1, 2015, the Bakken and Three Forks Shale formations contain an estimated 23.5 billion barrels of technically recoverable oil reserves.
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•
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The Marcellus Shale area is located in the Appalachian Basin in the Northeastern United States, primarily in Pennsylvania, West Virginia, New York and Ohio. The Marcellus Shale is the largest natural gas field in North America with approximately 211.3 trillion cubic feet (or “Tcf”) of technically recoverable natural gas, according to the EIA’s report issued in July of 2017 with data as of January 1, 2015.
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•
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Adjacent to the Marcellus Shale is the Utica Shale, located primarily in southwestern Pennsylvania and eastern Ohio. Still in the early stages of development, the Utica Shale play has three identified areas: oil, condensate and dry natural gas. According to the EIA’s report issued in July of 2017 with data as of January 1, 2015, the Utica Shale is estimated to have approximately 199.2 Tcf of technically recoverable natural gas and 2.2 billion barrels of technically recoverable oil reserves.
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•
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The Haynesville Shale area is located across northwest Louisiana and east Texas, and extends into Arkansas. The Haynesville Shale area is the third largest natural gas-producing basin in North America, with an estimated 76.8 Tcf of technically recoverable natural gas according to the EIA’s report issued in July of 2017 with data as of January 1, 2015.
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•
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The Eagle Ford Shale area is a natural gas and oil play located across southern Texas. The play contains a high liquid component, which has led to the definition of three areas: oil, condensate and dry gas. The Eagle Ford Shale is estimated to have approximately 52.2 Tcf of technically recoverable natural gas and 15.5 billion barrels of technically recoverable oil reserves, according to the EIA’s report issued in July of 2017 with data as of January 1, 2015.
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•
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we may have difficulty obtaining the capital we need to run and grow our business;
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•
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key suppliers could terminate their relationship with us or require financial assurances or enhanced performance;
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•
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our ability to renew existing contracts and compete for new business may be adversely affected;
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•
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our ability to attract, motivate and/or retain key executives and employees may be adversely affected;
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•
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employees may be distracted from performance of their duties or more easily attracted to other employment opportunities, and
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•
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competitors may take business away from us, and our ability to attract and retain customers may be negatively impacted.
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•
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making it more difficult for us to satisfy our obligations under the agreements governing our indebtedness and increasing the risk that we may default on our debt obligations;
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•
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requiring us to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures and other general business activities;
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•
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limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes and other activities;
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•
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limiting management’s flexibility in operating our business;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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diminishing our ability to successfully withstand a downturn in our business or the economy generally;
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•
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placing us at a competitive disadvantage against less leveraged competitors; and
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•
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making us vulnerable to increases in interest rates, because our debt has variable interest rates.
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•
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the domestic and worldwide price and supply of gas, natural gas liquids and oil, including the natural gas inventories and oil reserves of the United States;
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•
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changes in the level of consumer demand;
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•
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the price and availability of alternative fuels;
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•
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weather conditions;
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•
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the availability, proximity and capacity of pipelines, other transportation facilities and processing facilities;
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•
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the level and effect of trading in commodity futures markets, including by commodity price speculators and others;
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•
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the nature and extent of domestic and foreign governmental regulations and taxes;
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•
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actions of the members of the Organization of the Petroleum Exporting Countries or “OPEC,” relating to oil price and production controls;
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•
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the level of excess production and projected rates of production growth;
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•
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geo-political instability or armed conflict in oil and natural gas producing regions; and
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•
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overall domestic and global economic and market conditions.
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•
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personal injury or loss of life;
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•
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liabilities from pipeline breaks and accidents by our fleet of trucks and other equipment;
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•
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damage to or destruction of property, equipment and the environment; and
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•
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the suspension of operations.
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•
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our operating and financial performance and prospects;
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•
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our ability to repay our debt;
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•
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investor perceptions of us and the industry and markets in which we operate;
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•
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future sales, or the availability for sale, of equity or equity-related securities;
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•
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changes in earnings estimates or buy/sell recommendations by analysts;
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•
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limited trading volume of our common stock; and
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•
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general financial, domestic, economic and other market conditions.
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•
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variations in our quarterly operating results and changes in our liquidity position;
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•
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changes in securities analysts’ estimates of our financial performance;
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•
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inaccurate or negative comments about us on social networking websites or other media channels;
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•
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changes in market valuations of similar companies;
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•
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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new products or product enhancements, as well as our or our competitors’ success or failure in successfully executing such matters;
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•
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announcements by us of strategic plans to restructure our indebtedness or of a bankruptcy filing;
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•
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changes in the price of oil and natural gas;
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•
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loss of a major customer or failure to complete significant transactions; and
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•
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additions or departures of key personnel.
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•
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authorizing the issuance of “blank check” preferred stock without any need for action by shareholders;
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•
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establishing a classified board of directors, so that only approximately one-third of our directors are elected each year;
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•
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providing our board of directors with the ability to set the number of directors and to fill vacancies on the board of directors occurring between shareholder meetings;
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•
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providing that directors may only be removed for “cause” and only by the affirmative vote of the holders of at least a majority in voting power of our issued and outstanding capital stock; and
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•
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limiting the ability of our shareholders to call special meetings.
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For the Year Ending December 31, 2016
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High
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|
Low
|
||||
First Quarter - Predecessor
|
|
$
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0.55
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|
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$
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0.13
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Second Quarter - Predecessor
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$
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0.45
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$
|
0.22
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Third Quarter - Predecessor
|
|
$
|
0.30
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|
|
$
|
0.17
|
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Fourth Quarter - Predecessor
|
|
$
|
0.27
|
|
|
$
|
0.14
|
|
|
|
|
|
|
||||
For the Year Ending December 31, 2017
|
|
High
|
|
Low
|
||||
First Quarter - Predecessor
|
|
$
|
0.55
|
|
|
$
|
0.12
|
|
Second Quarter - Predecessor
|
|
$
|
0.27
|
|
|
$
|
0.01
|
|
Third Quarter - Predecessor (a)
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
Fourth Quarter - Successor (b)
|
|
$
|
26.25
|
|
|
$
|
9.25
|
|
Company / Index
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October 12, 2017
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October 31, 2017
|
|
November 30, 2017
|
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December 31, 2017
|
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January 31, 2018
|
|
February 15, 2018
|
||||||||||||
Nuverra
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$
|
100.00
|
|
|
$
|
79.37
|
|
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$
|
63.49
|
|
|
$
|
120.24
|
|
|
$
|
129.30
|
|
|
$
|
125.99
|
|
Russell 2000 Index
|
|
100.00
|
|
|
99.75
|
|
|
102.68
|
|
|
102.27
|
|
|
104.89
|
|
|
102.50
|
|
||||||
Previous Peer Group
|
|
100.00
|
|
|
91.18
|
|
|
100.16
|
|
|
105.49
|
|
|
105.21
|
|
|
93.98
|
|
||||||
New Peer Group
|
|
100.00
|
|
|
94.87
|
|
|
98.45
|
|
|
101.01
|
|
|
100.18
|
|
|
90.75
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
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Five Months Ended
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|
|
Seven Months Ended
|
|
Years Ended
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||||||||||||||||||
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December 31,
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July 31,
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December 31,
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||||||||||||||||||
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2017
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2017
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2016
|
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2015
|
|
2014
|
|
2013
|
||||||||||||
($ in thousands except per share data)
|
|
|
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|
|
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|
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|
||||||||||||||
Total revenue
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|
$
|
80,188
|
|
|
|
$
|
95,883
|
|
|
$
|
152,176
|
|
|
$
|
356,699
|
|
|
$
|
536,282
|
|
|
$
|
525,816
|
|
Loss from operations (2)(3)(4)(5)
|
|
(40,959
|
)
|
|
|
(36,660
|
)
|
|
(117,388
|
)
|
|
(144,839
|
)
|
|
(417,654
|
)
|
|
(149,659
|
)
|
||||||
(Loss) income from continuing operations (1)(2)(3)(4)(5)
|
|
(47,895
|
)
|
|
|
168,289
|
|
|
(167,621
|
)
|
|
(195,167
|
)
|
|
(457,178
|
)
|
|
(134,040
|
)
|
||||||
(Loss) income from discontinued operations, net of income taxes (4)(5)
|
|
—
|
|
|
|
—
|
|
|
(1,235
|
)
|
|
(287
|
)
|
|
(58,426
|
)
|
|
(98,251
|
)
|
||||||
Net (loss) income
|
|
(47,895
|
)
|
|
|
168,611
|
|
|
(168,856
|
)
|
|
(195,454
|
)
|
|
(515,604
|
)
|
|
(232,291
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
11,696
|
|
|
|
150,940
|
|
|
90,979
|
|
|
27,681
|
|
|
26,090
|
|
|
24,492
|
|
||||||
Diluted
|
|
11,696
|
|
|
|
174,304
|
|
|
90,979
|
|
|
27,681
|
|
|
26,090
|
|
|
24,492
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic (loss) income from continuing operations
|
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
|
$
|
(17.52
|
)
|
|
$
|
(5.47
|
)
|
Basic loss from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(2.24
|
)
|
|
(4.01
|
)
|
||||||
Net (loss) income per basic common share
|
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
|
$
|
(19.76
|
)
|
|
$
|
(9.48
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted (loss) income from continuing operations
|
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
|
$
|
(17.52
|
)
|
|
$
|
(5.47
|
)
|
Diluted loss from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(2.24
|
)
|
|
(4.01
|
)
|
||||||
Net (loss) income per diluted common share
|
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
|
$
|
(19.76
|
)
|
|
$
|
(9.48
|
)
|
(1)
|
Income from continuing operations for the seven months ended July 31, 2017 included
$223.5 million
of “Reorganization items, net,” which included the
$194.8 million
net gain on debt discharge as a result the chapter 11 filing and fresh start accounting. See
Note 5
in the Notes to the Consolidated Financial Statements herein for further information.
|
(2)
|
Loss from operations and loss from continuing operations for the year ended December 31, 2016 included long-lived asset impairment charges of
$42.2 million
.
|
(3)
|
Loss from operations and loss from continuing operations for the year ended December 31, 2015 included a goodwill impairment charge of $104.7 million.
|
(4)
|
Loss from operations and loss from continuing operations for the year ended December 31, 2014 included a goodwill impairment charge of $304.0 million, and a long-lived asset impairment charge of $112.4 million. Additionally, impairment charges of $74.4 million were incurred as part of the sale of the industrial solutions division (discussed further below), which is included within “Loss from discontinued operations, net of income taxes.”
|
(5)
|
Loss from operations and loss from continuing operations for the year ended December 31, 2013 included long-lived asset impairment charges of $111.9 million.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
|
As of December 31,
|
|
|
As of December 31,
|
||||||||||||||||
|
|
2017
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
5,488
|
|
|
|
$
|
994
|
|
|
$
|
39,309
|
|
|
$
|
13,367
|
|
|
$
|
8,783
|
|
Total current assets
|
|
53,423
|
|
|
|
33,478
|
|
|
94,481
|
|
|
154,672
|
|
|
161,691
|
|
|||||
Property, plant and equipment, net
|
|
229,874
|
|
|
|
294,179
|
|
|
406,188
|
|
|
475,982
|
|
|
498,541
|
|
|||||
Goodwill (1)
|
|
27,139
|
|
|
|
—
|
|
|
—
|
|
|
104,721
|
|
|
408,696
|
|
|||||
Total assets (1)
|
|
311,322
|
|
|
|
342,604
|
|
|
522,619
|
|
|
871,572
|
|
|
1,410,763
|
|
|||||
Current portion of long-term debt (2)
|
|
5,525
|
|
|
|
465,835
|
|
|
499,709
|
|
|
4,863
|
|
|
5,464
|
|
|||||
Current liabilities
|
|
28,387
|
|
|
|
492,967
|
|
|
545,087
|
|
|
96,193
|
|
|
124,538
|
|
|||||
Long-term debt (2)
|
|
33,524
|
|
|
|
5,956
|
|
|
11,758
|
|
|
592,455
|
|
|
549,713
|
|
|||||
Total liabilities (2)
|
|
68,349
|
|
|
|
511,670
|
|
|
560,890
|
|
|
718,625
|
|
|
766,394
|
|
|||||
Total shareholders’ equity (deficit)
|
|
242,973
|
|
|
|
(169,066
|
)
|
|
(38,271
|
)
|
|
152,947
|
|
|
644,369
|
|
(1)
|
The goodwill balance as of December 31, 2017 is a result of fresh start accounting upon emergence from chapter 11. See
Note 5
in the Notes to the Consolidated Financial Statements herein for further information.
|
(2)
|
The decrease in the current portion of long-term debt, long-term debt and total liabilities as of December 31, 2017 is a result of approximately $470.0 million in debt obligations being settled as part of the reorganization adjustments under fresh start accounting upon emergence from chapter 11. See
Note 4
and
Note 5
in the Notes to the Consolidated Financial Statements herein for further information.
|
•
|
Oil shale areas
:
includes our operations in the Bakken and Eagle Ford Shale areas.
|
•
|
Natural gas shale areas
:
includes our operations in the Marcellus, Utica, and Haynesville Shale areas.
|
•
|
Logistics and Wellsite Services:
Delivery of freshwater to wellsites, freshwater procurement and transfer services, staging and storage of equipment and materials, rental of wellsite equipment, and construction services including wellpads.
|
•
|
Water Midstream:
Collection and transportation of produced water from wellsites to disposal network via trucking or a fixed pipeline system, supplying freshwater for drilling and completion via pipeline system, gathering systems for collection and transportation of flowback and produced water to disposal wells.
|
•
|
Disposal Wells and Landfill:
Liquid waste water from hydraulic fracturing operations, liquid waste water from well production, and solid drilling waste.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended December 31,
|
|
|
Seven Months Ended July 31,
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Revenue - from predominantly oil shale basins (a)
|
$
|
51,207
|
|
|
|
$
|
62,302
|
|
|
$
|
92,650
|
|
|
$
|
241,403
|
|
Revenue - from predominantly natural gas shale basins (b)
|
28,981
|
|
|
|
33,581
|
|
|
59,526
|
|
|
115,296
|
|
||||
Total revenue
|
$
|
80,188
|
|
|
|
$
|
95,883
|
|
|
$
|
152,176
|
|
|
$
|
356,699
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations before income taxes
|
$
|
(48,242
|
)
|
|
|
$
|
168,289
|
|
|
$
|
(166,814
|
)
|
|
$
|
(195,284
|
)
|
(Loss) income from continuing operations
|
(47,895
|
)
|
|
|
168,611
|
|
|
(167,621
|
)
|
|
(195,167
|
)
|
(a)
|
Represents revenues that are derived from predominantly oil-rich areas consisting of the Bakken, Eagle Ford, Mississippian and Tuscaloosa Marine Shale areas (prior to our substantial exit from the Mississippian and Tuscaloosa Marine shale basins during the three months ended March 31, 2015). Note that the Utica shale basin was previously included in the oil shale basins until the three months ended September 30, 2015 when it was reclassified as a natural gas shale basin.
|
(b)
|
Represents revenues that are derived from predominantly natural gas-rich areas consisting of the Marcellus, Utica, and Haynesville shale basins. Note that the Utica shale basin was previously included in the oil shale basins until the three months ended September 30, 2015 when it was reclassified as a natural gas shale basin.
|
|
Successor
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
Five Months Ended
|
|
Seven Months Ended
|
|
Year Ended
|
|
Increase (Decrease)
|
|||||||||||
|
December 31, 2017
|
|
July 31,
2017
|
|
December 31, 2016
|
|
2017 (Combined) versus 2016
|
|||||||||||
Service revenue
|
$
|
72,395
|
|
|
$
|
86,564
|
|
|
$
|
139,886
|
|
|
$
|
19,073
|
|
|
13.6
|
%
|
Rental revenue
|
7,793
|
|
|
9,319
|
|
|
12,290
|
|
|
4,822
|
|
|
39.2
|
%
|
||||
Total revenue
|
80,188
|
|
|
95,883
|
|
|
152,176
|
|
|
23,895
|
|
|
15.7
|
%
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct operating expenses
|
67,077
|
|
|
81,010
|
|
|
129,624
|
|
|
18,463
|
|
|
14.2
|
%
|
||||
General and administrative expenses
|
10,615
|
|
|
22,552
|
|
|
37,013
|
|
|
(3,846
|
)
|
|
(10.4
|
)%
|
||||
Depreciation and amortization
|
38,551
|
|
|
28,981
|
|
|
60,763
|
|
|
6,769
|
|
|
11.1
|
%
|
||||
Impairment of long-lived assets
|
4,904
|
|
|
—
|
|
|
42,164
|
|
|
(37,260
|
)
|
|
100.0
|
%
|
||||
Total costs and expenses
|
121,147
|
|
|
132,543
|
|
|
269,564
|
|
|
(15,874
|
)
|
|
(5.9
|
)%
|
||||
Loss from operations
|
(40,959
|
)
|
|
(36,660
|
)
|
|
(117,388
|
)
|
|
(39,769
|
)
|
|
(33.9
|
)%
|
||||
Interest expense, net
|
(2,187
|
)
|
|
(22,792
|
)
|
|
(54,530
|
)
|
|
(29,551
|
)
|
|
(54.2
|
)%
|
||||
Other income, net
|
411
|
|
|
4,247
|
|
|
5,778
|
|
|
(1,120
|
)
|
|
(19.4
|
)%
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(674
|
)
|
|
(674
|
)
|
|
(100.0
|
)%
|
||||
Reorganization items, net
|
(5,507
|
)
|
|
223,494
|
|
|
—
|
|
|
217,987
|
|
|
100.0
|
%
|
||||
(Loss) income from continuing operations before income taxes
|
(48,242
|
)
|
|
168,289
|
|
|
(166,814
|
)
|
|
286,861
|
|
|
172.0
|
%
|
||||
Income tax benefit (expense)
|
347
|
|
|
322
|
|
|
(807
|
)
|
|
1,476
|
|
|
(182.9
|
)%
|
||||
(Loss) income from continuing operations
|
(47,895
|
)
|
|
168,611
|
|
|
(167,621
|
)
|
|
288,337
|
|
|
172.0
|
%
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
|
(1,235
|
)
|
|
(100.0
|
)%
|
||||
Net (loss) income
|
$
|
(47,895
|
)
|
|
$
|
168,611
|
|
|
$
|
(168,856
|
)
|
|
$
|
289,572
|
|
|
171.5
|
%
|
|
Year Ended
|
|
|
|
|
|||||||||
|
December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
2016 versus 2015
|
|||||||||
Service revenue
|
$
|
139,886
|
|
|
327,655
|
|
|
$
|
(187,769
|
)
|
|
(57.3
|
)%
|
|
Rental revenue
|
12,290
|
|
|
29,044
|
|
|
(16,754
|
)
|
|
(57.7
|
)%
|
|||
Total revenue
|
152,176
|
|
|
356,699
|
|
|
(204,523
|
)
|
|
(57.3
|
)%
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Direct operating expenses
|
129,624
|
|
|
279,881
|
|
|
(150,257
|
)
|
|
(53.7
|
)%
|
|||
General and administrative expenses
|
37,013
|
|
|
39,327
|
|
|
(2,314
|
)
|
|
(5.9
|
)%
|
|||
Depreciation and amortization
|
60,763
|
|
|
70,511
|
|
|
(9,748
|
)
|
|
(13.8
|
)%
|
|||
Impairment of long-lived assets
|
42,164
|
|
|
—
|
|
|
42,164
|
|
|
100.0
|
%
|
|||
Impairment of goodwill
|
—
|
|
|
104,721
|
|
|
(104,721
|
)
|
|
(100.0
|
)%
|
|||
Other, net
|
—
|
|
|
7,098
|
|
|
(7,098
|
)
|
|
(100.0
|
)%
|
|||
Total costs and expenses
|
269,564
|
|
|
501,538
|
|
|
(231,974
|
)
|
|
(46.3
|
)%
|
|||
Loss from operations
|
(117,388
|
)
|
|
(144,839
|
)
|
|
(27,451
|
)
|
|
(19.0
|
)%
|
|||
Interest expense, net
|
(54,530
|
)
|
|
(49,194
|
)
|
|
5,336
|
|
|
10.8
|
%
|
|||
Other income, net
|
5,778
|
|
|
894
|
|
|
4,884
|
|
|
546.3
|
%
|
|||
Loss on extinguishment of debt
|
(674
|
)
|
|
(2,145
|
)
|
|
(1,471
|
)
|
|
(68.6
|
)%
|
|||
Loss from continuing operations before income taxes
|
(166,814
|
)
|
|
(195,284
|
)
|
|
(28,470
|
)
|
|
(14.6
|
)%
|
|||
Income tax (expense) benefit
|
(807
|
)
|
|
117
|
|
|
(924
|
)
|
|
789.7
|
%
|
|||
Loss from continuing operations
|
(167,621
|
)
|
|
(195,167
|
)
|
|
(27,546
|
)
|
|
(14.1
|
)%
|
|||
Loss from discontinued operations, net of income taxes
|
(1,235
|
)
|
|
(287
|
)
|
|
948
|
|
|
330.3
|
%
|
|||
Net loss
|
$
|
(168,856
|
)
|
|
$
|
(195,454
|
)
|
|
$
|
(26,598
|
)
|
|
(13.6
|
)%
|
|
|
Successor
|
|
Predecessor
|
||||||||||||
|
|
Five Months Ended December 31,
|
|
Seven Months Ended
July 31,
|
|
Years Ended December 31,
|
||||||||||
Net cash (used in) provided by continuing operations:
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Operating activities
|
|
$
|
(6,461
|
)
|
|
$
|
(18,949
|
)
|
|
(26,251
|
)
|
|
49,827
|
|
||
Investing activities
|
|
8,388
|
|
|
(6,451
|
)
|
|
14,732
|
|
|
68,178
|
|
||||
Financing activities
|
|
(3,632
|
)
|
|
31,599
|
|
|
(26,796
|
)
|
|
(93,118
|
)
|
||||
Net (decrease) increase in cash and cash equivalents from continuing operations
|
|
$
|
(1,705
|
)
|
|
$
|
6,199
|
|
|
$
|
(38,315
|
)
|
|
$
|
24,887
|
|
•
|
Amended and Restated Credit Agreement, as amended through the Fourteenth Amendment thereto, dated as of February 3, 2014, by and among Wells Fargo Bank, National Association (“Wells Fargo”), the lenders named therein, and the Company (the “Predecessor Revolving Facility”);
|
•
|
Term Loan Credit Agreement, as amended through the Ninth Amendment thereto, dated as of April 15, 2016, by and among Wilmington, the lenders named therein, and the Company (the “Predecessor Term Loan”);
|
•
|
Indenture governing the Company’s 2018 Notes, dated April 10, 2012, among the Company, its subsidiaries, and The Bank of New York Mellon, N.A. (the “2018 Notes Indenture”);
|
•
|
Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto (the “2021 Notes Indenture”);
|
•
|
Debtor-in-Possession Credit Agreement, dated as of April 30, 2017 and effective as of May 3, 2017, by and among the Company, the lenders party thereto, Wells Fargo, and other agents party thereto (the “DIP Credit Agreement”); and
|
•
|
Debtor-in-Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, the lenders party thereto, and Wilmington (the “DIP Term Loan Agreement”).
|
•
|
Adopted a Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of the Company;
|
•
|
Appointed
three
new members to the Company’s Board of Directors to replace the directors of the Company who were deemed to have resigned on the Effective Date;
|
•
|
Entered into the Credit Agreement, pursuant to which the Credit Agreement Lenders agreed to extend the Company the Successor Revolving Facility and the Successor First Lien Term Loan;
|
•
|
Entered into the Second Lien Term Loan Credit Agreement, pursuant to which the Second Lien Term Loan Lenders extended the Company the Successor Second Lien Term Loan;
|
•
|
Issued
7,900,000
shares of common stock of the reorganized Company to the holders of the Predecessor Company’s 2021 Notes;
|
•
|
Issued
100,000
shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan);
|
•
|
Issued
3,695,580
shares of common stock of the reorganized Company to holders of Supporting Noteholder Term Loan Claims (as defined in the Plan) and to the Credit Agreement Lenders for the Exit Financing Commitment Fee (as defined in the Plan);
|
•
|
Issued
118,137
warrants to purchase common stock of the reorganized Company, with an exercise price of
$39.82
per share and an exercise term expiring
seven
years from the Effective Date;
|
•
|
Entered into a Registration Rights Agreement with certain holders of the reorganized Company’s common stock party thereto;
|
•
|
Entered into a Warrant Agreement with American Stock Transfer & Trust Company LLC, the Company’s transfer agent;
|
•
|
Paid in full in cash all administrative expense claims, priority tax claims, priority claims, and debtor in possession revolving credit facility claims;
|
•
|
Paid all undisputed, non-contingent customer, vendor, or other obligations not specifically compromised under the Plan; and
|
•
|
Assumed Mark D. Johnsrud’s, the Company’s former Chairman and Chief Executive Officer, Second Amended and Restated Employment Agreement, dated April 28, 2017 and entered into an Amended and Restated Employment Agreement with Joseph M. Crabb, the Company’s Executive Vice President and Chief Legal Officer.
|
•
|
Predecessor Revolving Facility;
|
•
|
Predecessor Term Loan;
|
•
|
2018 Notes Indenture;
|
•
|
2021 Notes Indenture;
|
•
|
DIP Credit Agreement; and
|
•
|
DIP Term Loan Agreement.
|
|
|
Payments due by Period
|
||||||||||||||||||
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
Debt obligations including capital leases (1)
|
|
$
|
5,525
|
|
|
$
|
15,683
|
|
|
$
|
17,841
|
|
|
$
|
—
|
|
|
$
|
39,049
|
|
Interest on debt and capital leases (2)
|
|
4,079
|
|
|
5,885
|
|
|
339
|
|
|
—
|
|
|
10,303
|
|
|||||
Operating leases (3)
|
|
3,696
|
|
|
792
|
|
|
238
|
|
|
572
|
|
|
5,298
|
|
|||||
Contingent consideration (4)
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Asset retirement obligation (5)
|
|
—
|
|
|
1,626
|
|
|
826
|
|
|
3,983
|
|
|
6,435
|
|
|||||
Total
|
|
$
|
13,800
|
|
|
$
|
23,986
|
|
|
$
|
19,244
|
|
|
$
|
4,555
|
|
|
$
|
61,585
|
|
(1)
|
Principal payments are reflected when contractually required.
|
(2)
|
Estimated interest on debt for all periods presented is calculated using interest rates available as of
December 31, 2017
and includes fees for the unused portion of our Successor Revolving Facility.
|
(3)
|
Represents operating leases primarily for facilities, vehicles and rental equipment.
|
(4)
|
Represents the
$0.5 million
due related to the acquisition of Ideal Oilfield Disposal LLC, which is payable when the Ideal settlement counterparties deliver the required permits and certificates necessary for the issuance of the second special waste disposal permit. See
Note 12
to the Consolidated Financial Statements for further information on the settlement.
|
(5)
|
Represents estimated future costs related to the closure and/or remediation of our disposal wells and landfill. As we are uncertain as to when these future costs will be paid, the majority of the obligation has been presented in the more than five years column.
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
(b)
|
The exhibits listed on the “Exhibit Index” set forth below are filed with this Annual Report on Form 10-K or incorporated by reference as set forth therein.
|
Exhibit Number
|
|
Description
|
|||
|
|
|
|
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|||
10.1
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
A
|
|
|
|
|
|
|
|
|
|
10.1
|
|
B
|
|
|
|
|
|
|
|
|
|
10.1
|
|
C
|
|
|
|
|
|
|
|
|
|
10.1
|
|
D
|
|
|
|
|
|
|
|
|
|
10.1
|
|
E
|
|
|
|
|
|
|
|
|
|
10.1
|
|
F
|
|
|
|
|
|
|
|
|
|
10.1
|
|
G
|
|
|
|
|
|
|
|
|
|
10.1
|
|
H
|
|
|
|
|
|
|
|
|
|
10.1
|
|
I
|
|
|
|
|
|
|
|
|
|
10.1
|
|
J
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|||
10.1
|
|
K
|
|
|
|
|
|
|
|
|
|
10.1
|
|
L
|
|
|
|
|
|
|
|
|
|
10.1
|
|
M
|
|
|
|
|
|
|
|
|
|
10.1
|
|
N
|
|
|
|
|
|
|
|
|
|
10.1
|
|
O
|
|
|
|
|
|
|
|
|
|
10.1
|
|
P
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Q
|
|
|
|
|
|
|
|
|
|
10.1
|
|
R
|
|
|
|
|
|
|
|
|
|
10.1
|
|
S
|
|
|
|
|
|
|
|
|
|
10.1
|
|
T
|
|
|
|
|
|
|
|
|
|
10.1
|
|
U
|
|
|
|
|
|
|
|
|
|
10.1
|
|
V
|
|
|
|
|
|
|
|
|
|
10.1
|
|
W
|
|
|
|
|
|
|
|
|
|
10.1
|
|
X
|
|
|
|
|
|
|
|
|
|
10.2
|
|
†
|
|
|
|
|
|
|
|
|
|
10.2
|
|
A
|
†
|
|
|
|
|
|
|
|
|
10.2
|
|
B
|
†
|
|
|
|
|
|
|
|
|
10.3
|
|
†
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|||
10.3
|
|
A
|
†
|
|
|
|
|
|
|
|
|
10.3
|
|
B
|
†
|
|
|
|
|
|
|
|
|
10.4
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
A
|
|
|
|
|
|
|
|
|
|
10.4
|
|
B
|
|
|
|
|
|
|
|
|
|
10.5
|
|
|
|
|
|
|
|
|
|
|
|
10.5
|
|
A
|
|
|
|
|
|
|
|
|
|
10.5
|
|
B
|
|
|
|
|
|
|
|
|
|
10.5
|
|
C
|
|
|
|
|
|
|
|
|
|
10.5
|
|
D
|
|
|
|
|
|
|
|
|
|
10.5
|
|
E
|
|
|
|
|
|
|
|
|
|
10.5
|
|
F
|
|
|
|
|
|
|
|
|
|
10.5
|
|
G
|
|
|
|
|
|
|
|
|
|
10.5
|
|
H
|
|
|
|
|
|
|
|
|
|
10.5
|
|
I
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|||
10.5
|
|
J
|
|
|
|
|
|
|
|
|
|
10.5
|
|
K
|
|
|
|
|
|
|
|
|
|
10.5
|
|
L
|
|
|
|
|
|
|
|
|
|
10.5
|
|
M
|
|
|
|
|
|
|
|
|
|
10.5
|
|
N
|
|
|
|
|
|
|
|
|
|
10.5
|
|
O
|
|
|
|
|
|
|
|
|
|
10.6
|
|
|
†
|
|
|
|
|
|
|
|
|
10.7
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
A
|
|
|
|
|
|
|
|
|
|
10.10
|
|
B
|
|
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|||
10.11
|
|
A
|
|
|
|
|
|
|
|
|
|
10.11
|
|
B
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
†
|
|
|
|
|
|
|
|
|
|
16.1
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
*
|
|
|
|
|
|
|
|
|
|
24.1
|
|
*
|
|
|
|
|
|
|
|
|
|
31.1
|
|
*
|
|
|
|
|
|
|
|
|
|
31.2
|
|
*
|
|
|
|
|
|
|
|
|
|
32.1
|
|
*
|
|
|
|
|
|
|
|
|
|
101.INS
|
*
|
|
XBRL Instance Document
|
||
|
|
|
|
|
|
101.SCH
|
*
|
|
XBRL Taxonomy Extension Schema Document
|
||
|
|
|
|
|
|
101.CAL
|
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
|
|
|
|
|
|
101.DEF
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
|
|
|
|
|
|
101.LAB
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
|
|
|
|
|
|
101.PRE
|
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
||
|
|
|
|
|
|
*
|
|
|
|
|
Filed herewith
|
†
|
|
|
|
|
Compensatory plan, contract or arrangement in which directors or executive officers may participate
|
|
Nuverra Environmental Solutions, Inc.
|
||
|
|
|
|
|
By:
|
|
/s/ CHARLES K. THOMPSON
|
|
Name:
|
|
Charles K. Thompson
|
|
Title:
|
|
Chairman of the Board and Interim Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ CHARLES K. THOMPSON
|
|
Chairman of the Board,
Interim Chief Executive Officer, and Director
(Principal Executive Officer)
|
|
March 16, 2018
|
Charles K. Thompson
|
|
|
|
|
|
|
|
|
|
/s/ EDWARD A. LANG
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
March 16, 2018
|
Edward A. Lang
|
|
|
||
|
|
|
|
|
/s/ STACY W. HILGENDORF
|
|
Vice President, Corporate Controller
(Principal Accounting Officer)
|
|
March 16, 2018
|
Stacy W. Hilgendorf
|
|
|
||
|
|
|
|
|
/s/ JOHN B. GRIGGS
|
|
Director
|
|
March 16, 2018
|
John B. Griggs
|
|
|
||
|
|
|
|
|
/s/ MICHAEL Y. MCGOVERN
|
|
Director
|
|
March 16, 2018
|
Michael Y. McGovern
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Page
|
Audited Consolidated Financial Statements:
|
|
|
|
||
|
|
|
|
||
|
||
|
||
|
|
Successor
|
|
Predecessor
|
||||
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,488
|
|
|
$
|
994
|
|
Restricted cash
|
1,296
|
|
|
1,420
|
|
||
Accounts receivable, net
|
30,965
|
|
|
23,795
|
|
||
Inventories
|
4,089
|
|
|
2,464
|
|
||
Prepaid expenses and other receivables
|
8,594
|
|
|
3,516
|
|
||
Other current assets
|
226
|
|
|
107
|
|
||
Assets held for sale
|
2,765
|
|
|
1,182
|
|
||
Total current assets
|
53,423
|
|
|
33,478
|
|
||
Property, plant and equipment, net
|
229,874
|
|
|
294,179
|
|
||
Equity investments
|
48
|
|
|
73
|
|
||
Intangibles, net
|
547
|
|
|
14,310
|
|
||
Goodwill
|
27,139
|
|
|
—
|
|
||
Deferred income taxes
|
84
|
|
|
—
|
|
||
Other assets
|
207
|
|
|
564
|
|
||
Total assets
|
$
|
311,322
|
|
|
$
|
342,604
|
|
Liabilities and Shareholders’ Equity (Deficit)
|
|
|
|
||||
Accounts payable
|
$
|
7,946
|
|
|
$
|
4,047
|
|
Accrued liabilities
|
13,939
|
|
|
18,787
|
|
||
Current contingent consideration
|
500
|
|
|
—
|
|
||
Current portion of long-term debt
|
5,525
|
|
|
465,835
|
|
||
Derivative warrant liability
|
477
|
|
|
4,298
|
|
||
Total current liabilities
|
28,387
|
|
|
492,967
|
|
||
Deferred income taxes
|
—
|
|
|
495
|
|
||
Long-term debt
|
33,524
|
|
|
5,956
|
|
||
Long-term contingent consideration
|
—
|
|
|
8,500
|
|
||
Other long-term liabilities
|
6,438
|
|
|
3,752
|
|
||
Total liabilities
|
68,349
|
|
|
511,670
|
|
||
Commitments and contingencies
|
|
|
|
||||
Predecessor Preferred stock $0.001 par value (1,000 shares authorized, no shares issued and outstanding at December 31, 2016)
|
—
|
|
|
—
|
|
||
Predecessor Common stock, $0.001 par value (350,000 shares authorized, 152,433 shares issued and 150,919 outstanding at December 31, 2016)
|
—
|
|
|
152
|
|
||
Successor Preferred stock $0.01 par value (1,000 shares authorized, no shares issued and outstanding at December 31, 2017)
|
—
|
|
|
—
|
|
||
Successor Common stock, $0.01 par value (75,000 shares authorized, 11,696 issued and outstanding at December 31, 2017)
|
117
|
|
|
—
|
|
||
Additional paid-in capital
|
290,751
|
|
|
1,407,867
|
|
||
Treasury stock, at cost (1,514 shares at December 31, 2016)
|
—
|
|
|
(19,807
|
)
|
||
Accumulated deficit
|
(47,895
|
)
|
|
(1,557,278
|
)
|
||
Total shareholders’ equity (deficit)
|
242,973
|
|
|
(169,066
|
)
|
||
Total liabilities and shareholders’ equity (deficit)
|
$
|
311,322
|
|
|
$
|
342,604
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended December 31,
|
|
|
Seven Months Ended July 31,
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Service revenue
|
$
|
72,395
|
|
|
|
$
|
86,564
|
|
|
$
|
139,886
|
|
|
$
|
327,655
|
|
Rental revenue
|
7,793
|
|
|
|
9,319
|
|
|
12,290
|
|
|
29,044
|
|
||||
Total revenue
|
80,188
|
|
|
|
95,883
|
|
|
152,176
|
|
|
356,699
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
67,077
|
|
|
|
81,010
|
|
|
129,624
|
|
|
279,881
|
|
||||
General and administrative expenses
|
10,615
|
|
|
|
22,552
|
|
|
37,013
|
|
|
39,327
|
|
||||
Depreciation and amortization
|
38,551
|
|
|
|
28,981
|
|
|
60,763
|
|
|
70,511
|
|
||||
Impairment of long-lived assets
|
4,904
|
|
|
|
—
|
|
|
42,164
|
|
|
—
|
|
||||
Impairment of goodwill
|
—
|
|
|
|
—
|
|
|
—
|
|
|
104,721
|
|
||||
Other, net
|
—
|
|
|
|
—
|
|
|
—
|
|
|
7,098
|
|
||||
Total costs and expenses
|
121,147
|
|
|
|
132,543
|
|
|
269,564
|
|
|
501,538
|
|
||||
Loss from operations
|
(40,959
|
)
|
|
|
(36,660
|
)
|
|
(117,388
|
)
|
|
(144,839
|
)
|
||||
Interest expense, net
|
(2,187
|
)
|
|
|
(22,792
|
)
|
|
(54,530
|
)
|
|
(49,194
|
)
|
||||
Other income, net
|
411
|
|
|
|
4,247
|
|
|
5,778
|
|
|
894
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
|
—
|
|
|
(674
|
)
|
|
(2,145
|
)
|
||||
Reorganization items, net
|
(5,507
|
)
|
|
|
223,494
|
|
|
—
|
|
|
—
|
|
||||
(Loss) income from continuing operations before income taxes
|
(48,242
|
)
|
|
|
168,289
|
|
|
(166,814
|
)
|
|
(195,284
|
)
|
||||
Income tax benefit (expense)
|
347
|
|
|
|
322
|
|
|
(807
|
)
|
|
117
|
|
||||
(Loss) income from continuing operations
|
(47,895
|
)
|
|
|
168,611
|
|
|
(167,621
|
)
|
|
(195,167
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
|
—
|
|
|
(1,235
|
)
|
|
(287
|
)
|
||||
Net (loss) income
|
$
|
(47,895
|
)
|
|
|
$
|
168,611
|
|
|
$
|
(168,856
|
)
|
|
$
|
(195,454
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income from continuing operations
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
Basic loss from discontinued operations
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Net (loss) income per basic common share
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) income from continuing operations
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
Diluted loss from discontinued operations
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Net (loss) income per diluted common share
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
11,696
|
|
|
|
150,940
|
|
|
90,979
|
|
|
27,681
|
|
||||
Diluted
|
11,696
|
|
|
|
174,304
|
|
|
90,979
|
|
|
27,681
|
|
|
|
Total
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Accumulated
Deficit
|
||||||||||||||||||
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2014 (Predecessor)
|
|
$
|
152,947
|
|
|
28,937
|
|
|
$
|
29
|
|
|
$
|
1,365,537
|
|
|
(1,449
|
)
|
|
$
|
(19,651
|
)
|
|
$
|
(1,192,968
|
)
|
||
Stock-based compensation
|
|
2,321
|
|
|
—
|
|
|
—
|
|
|
2,321
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||
Issuance of common stock to employees
|
|
(13
|
)
|
|
157
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock acquired through surrender of shares for tax withholding
|
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(149
|
)
|
|
—
|
|
|||||||
401(k) match issued
|
|
2,002
|
|
|
508
|
|
|
1
|
|
|
2,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
ESPP distribution
|
|
75
|
|
|
22
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
|
(195,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195,454
|
)
|
|||||||
Balance at December 31, 2015 (Predecessor)
|
|
$
|
(38,271
|
)
|
|
29,624
|
|
|
$
|
30
|
|
|
$
|
1,369,921
|
|
|
(1,489
|
)
|
|
$
|
(19,800
|
)
|
|
$
|
(1,388,422
|
)
|
||
Stock-based compensation
|
|
1,125
|
|
|
—
|
|
|
—
|
|
|
1,125
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||
Issuance of common stock to employees
|
|
—
|
|
|
309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock for debt converted to equity
|
|
31,697
|
|
|
101,072
|
|
|
101
|
|
|
31,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock for warrants exercised
|
|
229
|
|
|
1,070
|
|
|
1
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock for rights offering
|
|
5,000
|
|
|
20,312
|
|
|
20
|
|
|
4,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock acquired through surrender of shares for tax withholding
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(7
|
)
|
|
—
|
|
|||||||
ESPP distribution
|
|
17
|
|
|
46
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
|
(168,856
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,856
|
)
|
|||||||
Balance at December 31, 2016 (Predecessor)
|
|
$
|
(169,066
|
)
|
|
152,433
|
|
|
$
|
152
|
|
|
$
|
1,407,867
|
|
|
(1,514
|
)
|
|
$
|
(19,807
|
)
|
|
$
|
(1,557,278
|
)
|
||
Stock-based compensation
|
|
457
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||
Issuance of common stock to employees
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock for warrants exercised
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury stock acquired through surrender of shares for tax withholding
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(2
|
)
|
|
—
|
|
|||||||
Net income
|
|
168,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168,611
|
|
|||||||
Balance at July 31, 2017 (Predecessor)
|
|
—
|
|
|
152,480
|
|
|
152
|
|
|
1,408,324
|
|
|
(1,526
|
)
|
|
(19,809
|
)
|
|
(1,388,667
|
)
|
|||||||
Implementation of Plan and Application of Fresh Start Accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cancellation of Predecessor Equity
|
|
—
|
|
|
(152,480
|
)
|
|
(152
|
)
|
|
(1,408,324
|
)
|
|
1,526
|
|
|
19,809
|
|
|
1,388,667
|
|
|||||||
Issuance of Successor common stock and warrants
|
|
290,191
|
|
|
11,696
|
|
|
117
|
|
|
290,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance at August 1, 2017 (Successor)
|
|
$
|
290,191
|
|
|
$
|
11,696
|
|
|
$
|
117
|
|
|
$
|
290,074
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock-based compensation
|
|
677
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net loss
|
|
(47,895
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,895
|
)
|
|||||||
Balance at December 31, 2017 (Successor)
|
|
$
|
242,973
|
|
|
11,696
|
|
|
$
|
117
|
|
|
$
|
290,751
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(47,895
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended
|
|
|
Seven Months Ended
|
|
Years Ended
|
||||||||||
|
December 31,
|
|
|
July 31,
|
|
December 31,
|
||||||||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(47,895
|
)
|
|
|
$
|
168,611
|
|
|
$
|
(168,856
|
)
|
|
$
|
(195,454
|
)
|
Adjustments to reconcile net (loss) income 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
|
|
|
1,534
|
|
||||
Depreciation and amortization of intangible assets
|
38,551
|
|
|
|
28,981
|
|
|
60,763
|
|
|
70,511
|
|
||||
Amortization of debt issuance costs, net
|
—
|
|
|
|
2,135
|
|
|
6,165
|
|
|
4,800
|
|
||||
Accrued interest added to debt principal
|
473
|
|
|
|
11,474
|
|
|
26,684
|
|
|
—
|
|
||||
Stock-based compensation
|
677
|
|
|
|
457
|
|
|
1,125
|
|
|
2,321
|
|
||||
Impairment of long-lived assets
|
4,904
|
|
|
|
—
|
|
|
42,164
|
|
|
5,921
|
|
||||
Impairment of goodwill
|
—
|
|
|
|
—
|
|
|
—
|
|
|
104,721
|
|
||||
Gain on sale of UGSI
|
(76
|
)
|
|
|
—
|
|
|
(1,747
|
)
|
|
—
|
|
||||
Loss (gain) on disposal of property, plant and equipment
|
5,695
|
|
|
|
(258
|
)
|
|
3,512
|
|
|
(321
|
)
|
||||
Bad debt expense (recoveries)
|
91
|
|
|
|
788
|
|
|
(283
|
)
|
|
(1,110
|
)
|
||||
Change in fair value of derivative warrant liability
|
(239
|
)
|
|
|
(4,025
|
)
|
|
(3,311
|
)
|
|
—
|
|
||||
Loss on extinguishment of debt
|
—
|
|
|
|
—
|
|
|
674
|
|
|
2,145
|
|
||||
Deferred income taxes
|
(242
|
)
|
|
|
(337
|
)
|
|
225
|
|
|
(1
|
)
|
||||
Other, net
|
4,503
|
|
|
|
(11,295
|
)
|
|
560
|
|
|
(456
|
)
|
||||
Reorganization items, non-cash
|
—
|
|
|
|
(218,600
|
)
|
|
—
|
|
|
—
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(3,521
|
)
|
|
|
(4,528
|
)
|
|
18,676
|
|
|
67,735
|
|
||||
Prepaid expenses and other receivables
|
(312
|
)
|
|
|
472
|
|
|
(285
|
)
|
|
543
|
|
||||
Accounts payable and accrued liabilities
|
(5,034
|
)
|
|
|
3,682
|
|
|
(13,507
|
)
|
|
(17,059
|
)
|
||||
Other assets and liabilities, net
|
(4,036
|
)
|
|
|
3,494
|
|
|
(45
|
)
|
|
4,903
|
|
||||
Net cash (used in) provided by operating activities from continuing operations
|
(6,461
|
)
|
|
|
(18,949
|
)
|
|
(26,251
|
)
|
|
49,827
|
|
||||
Net cash used in operating activities from discontinued operations
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(708
|
)
|
||||
Net cash (used in) provided by operating activities
|
(6,461
|
)
|
|
|
(18,949
|
)
|
|
(26,251
|
)
|
|
49,119
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from the sale of TFI
|
—
|
|
|
|
—
|
|
|
—
|
|
|
78,897
|
|
||||
Proceeds from the sale of property, plant and equipment
|
4,034
|
|
|
|
3,083
|
|
|
10,696
|
|
|
12,732
|
|
||||
Purchases of property, plant and equipment
|
(2,231
|
)
|
|
|
(3,149
|
)
|
|
(3,826
|
)
|
|
(19,201
|
)
|
||||
Proceeds from the sale of UGSI
|
76
|
|
|
|
—
|
|
|
5,032
|
|
|
—
|
|
||||
Change in restricted cash
|
6,509
|
|
|
|
(6,385
|
)
|
|
2,830
|
|
|
(4,250
|
)
|
||||
Net cash provided by (used in) investing activities from continuing operations
|
8,388
|
|
|
|
(6,451
|
)
|
|
14,732
|
|
|
68,178
|
|
||||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
||||
Net cash provided by (used in) investing activities
|
8,388
|
|
|
|
(6,451
|
)
|
|
14,732
|
|
|
67,997
|
|
||||
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended
|
|
|
Seven Months Ended
|
|
Years Ended
|
||||||||||
|
December 31,
|
|
|
July 31,
|
|
December 31,
|
||||||||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from Predecessor revolving credit facility
|
—
|
|
|
|
106,785
|
|
|
154,514
|
|
|
—
|
|
||||
Payments on Predecessor revolving credit facility
|
—
|
|
|
|
(129,964
|
)
|
|
(233,667
|
)
|
|
(81,647
|
)
|
||||
Proceeds from Predecessor term loan
|
—
|
|
|
|
15,700
|
|
|
55,000
|
|
|
—
|
|
||||
Proceeds from debtor in possession term loan
|
—
|
|
|
|
6,875
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from Successor First and Second Lien Term Loans
|
—
|
|
|
|
36,053
|
|
|
—
|
|
|
—
|
|
||||
Payments on Successor First and Second Lien Term Loans
|
(1,241
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from Successor revolving facility
|
79,464
|
|
|
|
—
|
|
|
—
|
|
|
|
|||||
Payments on Successor revolving facility
|
(79,464
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Payments for debt issuance costs
|
—
|
|
|
|
(1,053
|
)
|
|
(1,029
|
)
|
|
(225
|
)
|
||||
Issuance of stock
|
—
|
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
||||
Payments on vehicle financing and other financing activities
|
(2,391
|
)
|
|
|
(2,797
|
)
|
|
(6,614
|
)
|
|
(11,246
|
)
|
||||
Net cash (used in) provided by financing activities from continuing operations
|
(3,632
|
)
|
|
|
31,599
|
|
|
(26,796
|
)
|
|
(93,118
|
)
|
||||
Net cash used in financing activities from discontinued operations
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
||||
Net cash (used in) provided by financing activities
|
(3,632
|
)
|
|
|
31,599
|
|
|
(26,796
|
)
|
|
(93,223
|
)
|
||||
Net (decrease) increase in cash and cash equivalents
|
(1,705
|
)
|
|
|
6,199
|
|
|
(38,315
|
)
|
|
23,893
|
|
||||
Cash and cash equivalents - beginning of period
|
7,193
|
|
|
|
994
|
|
|
39,309
|
|
|
15,416
|
|
||||
Cash and cash equivalents - end of period
|
5,488
|
|
|
|
7,193
|
|
|
994
|
|
|
39,309
|
|
||||
Less: cash and cash equivalents of discontinued operations - end of year
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cash and cash equivalents of continuing operations - end of year
|
$
|
5,488
|
|
|
|
$
|
7,193
|
|
|
$
|
994
|
|
|
$
|
39,309
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
1,003
|
|
|
|
$
|
1,912
|
|
|
$
|
25,154
|
|
|
$
|
43,382
|
|
Cash (refunded) paid for taxes, net
|
(324
|
)
|
|
|
193
|
|
|
610
|
|
|
323
|
|
||||
Conversion of debt to equity
|
—
|
|
|
|
—
|
|
|
31,697
|
|
|
—
|
|
||||
Common stock issued for 401(k) match
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,001
|
|
||||
Purchases of property, plant and equipment under capital leases
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2,890
|
|
||||
Property, plant and equipment purchases in accounts payable
|
754
|
|
|
|
218
|
|
|
252
|
|
|
1,203
|
|
||||
Conversion of accrued interest on principal debt balance
|
474
|
|
|
|
11,474
|
|
|
26,684
|
|
|
416
|
|
||||
Deferred financing costs financed through principal debt balance
|
—
|
|
|
|
1,570
|
|
|
3,220
|
|
|
—
|
|
||||
Deferred financing costs in accounts payable and accrued liabilities
|
—
|
|
|
|
—
|
|
|
—
|
|
|
86
|
|
•
|
Oil shale areas
:
includes our operations in the Bakken and Eagle Ford Shale areas.
|
•
|
Natural gas shale areas
:
includes our operations in the Marcellus, Utica, and Haynesville Shale areas.
|
•
|
Logistics and Wellsite Services:
Delivery of freshwater to wellsites, freshwater procurement and transfer services, staging and storage of equipment and materials, rental of wellsite equipment, and construction services including wellpads.
|
•
|
Water Midstream:
Collection and transportation of produced water from wellsites to disposal network via trucking or a fixed pipeline system, supplying freshwater for drilling and completion via pipeline system, gathering systems for collection and transportation of flowback and produced water to disposal wells.
|
•
|
Disposal Wells and Landfill:
Liquid waste water from hydraulic fracturing operations, liquid waste water from well production, and solid drilling waste.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Five Months Ended December 31,
|
|
|
Seven Months Ended July 31,
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
|
|
$
|
1,970
|
|
|
|
$
|
1,664
|
|
|
$
|
3,524
|
|
|
$
|
7,557
|
|
Bad debt expense (recoveries)
|
|
91
|
|
|
|
788
|
|
|
(283
|
)
|
|
(1,110
|
)
|
||||
Write-offs, net
|
|
(140
|
)
|
|
|
(482
|
)
|
|
(1,577
|
)
|
|
(2,923
|
)
|
||||
Balance at end of period
|
|
$
|
1,921
|
|
|
|
$
|
1,970
|
|
|
$
|
1,664
|
|
|
$
|
3,524
|
|
Buildings
|
15-39 years
|
Building and land improvements
|
5-20 years
|
Pipelines
|
10-30 years
|
Disposal wells
|
3-10 years
|
Machinery and equipment
|
3-15 years
|
Equipment under capital leases
|
4-6 years
|
Motor vehicles and trailers
|
3-11 years
|
Rental equipment
|
5-15 years
|
Office equipment
|
3-7 years
|
•
|
Adopted a Second Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws of the Company;
|
•
|
Appointed
three
new members to the Company’s Board of Directors to replace the directors of the Company who were deemed to have resigned on the Effective Date;
|
•
|
Entered into the Credit Agreement, pursuant to which the Credit Agreement Lenders agreed to extend the Successor Revolving Facility and the Successor First Lien Term Loan;
|
•
|
Entered into a new
$26.8 million
Second Lien Term Loan Credit Agreement by and among the lenders party thereto (the “Second Lien Term Loan Lenders”), Wilmington Savings Fund Society, FSB (“Wilmington”), as administrative agent (the “Second Lien Term Loan Agent”), and the Company, pursuant to which the Second Lien Term Loan Lenders extended the Company a
$26.8 million
second lien term loan facility (the “Successor Second Lien Term Loan”);
|
•
|
Issued
7,900,000
shares of common stock of the reorganized Company to the holders of the Predecessor Company’s 2021 Notes;
|
•
|
Issued
100,000
shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan);
|
•
|
Issued
3,695,580
shares of common stock of the reorganized Company to holders of Supporting Noteholder Term Loan Claims (as defined in the Plan) and to the Credit Agreement Lenders for the Exit Financing Commitment Fee (as defined in the Plan);
|
•
|
Issued
118,137
warrants to purchase common stock of the reorganized Company, with an exercise price of
$39.82
per share and an exercise term expiring
seven
years from the Effective Date;
|
•
|
Entered into a Registration Rights Agreement with certain holders of the reorganized Company’s common stock party thereto;
|
•
|
Entered into a Warrant Agreement with American Stock Transfer & Trust Company LLC, the Company’s transfer agent;
|
•
|
Paid in full in cash all administrative expense claims, priority tax claims, priority claims, and debtor in possession revolving credit facility claims;
|
•
|
Paid all undisputed, non-contingent customer, vendor, or other obligations not specifically compromised under the Plan; and
|
•
|
Assumed Mark D. Johnsrud’s, the Company’s former Chairman and Chief Executive Officer, Second Amended and Restated Employment Agreement, dated April 28, 2017 and entered into an Amended and Restated Employment Agreement with Joseph M. Crabb, the Company’s Executive Vice President and Chief Legal Officer.
|
•
|
Amended and Restated Credit Agreement, as amended through the Fourteenth Amendment thereto, dated as of February 3, 2014, by and among Wells Fargo Bank, National Association (“Wells Fargo”), the lenders named therein, and the Company (the “Predecessor Revolving Facility”);
|
•
|
Term Loan Credit Agreement, as amended through the Ninth Amendment thereto, dated as of April 15, 2016, by and among Wilmington, the lenders named therein, and the Company (the “Predecessor Term Loan”);
|
•
|
Indenture governing the Company’s 2018 Notes, dated April 10, 2012, among the Company, its subsidiaries, and The Bank of New York Mellon, N.A. (the “2018 Notes Indenture”);
|
•
|
Indenture governing the Company’s 2021 Notes, dated April 15, 2016, among the Company, Wilmington, and the guarantors party thereto (the “2021 Notes Indenture”);
|
•
|
Debtor-in-Possession Credit Agreement, dated as of April 30, 2017 and effective as of May 3, 2017, by and among the Company, the lenders party thereto, Wells Fargo, and other agents party thereto (the “DIP Credit Agreement”); and
|
•
|
Debtor-in-Possession Term Loan Credit Agreement, dated as of April 30, 2017, by and among the Company, the lenders party thereto, and Wilmington (the “DIP Term Loan Agreement”).
|
Enterprise value
|
|
$
|
302,500
|
|
Plus: Cash and cash equivalents and restricted cash
|
|
14,998
|
|
|
Plus: Non-operating assets
|
|
14,400
|
|
|
Fair value of invested capital
|
|
331,898
|
|
|
Less: Fair value of First and Second Lien Term Loans
|
|
(36,053
|
)
|
|
Less: Fair value of capital leases
|
|
(5,654
|
)
|
|
Shareholders’ equity of Successor Company
|
|
$
|
290,191
|
|
|
|
|
||
Shares outstanding of Successor Company
|
|
11,696
|
|
|
Implied per share value
|
|
$
|
24.81
|
|
Enterprise value
|
|
$
|
302,500
|
|
Plus: Cash and cash equivalents and restricted cash
|
|
14,998
|
|
|
Plus: Other non-operating assets
|
|
14,400
|
|
|
Fair value of invested capital
|
|
331,898
|
|
|
Plus: Current liabilities, excluding current portion of long-term debt
|
|
32,011
|
|
|
Plus: Non-current liabilities, excluding long-term debt
|
|
6,441
|
|
|
Reorganization value of Successor Assets
|
|
$
|
370,350
|
|
|
Predecessor
|
|
Reorganization
|
|
Fresh Start
|
|
Successor
|
||||||||
|
Company
|
|
Adjustments
|
|
Adjustments
|
|
Company
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,728
|
|
|
$
|
4,465
|
|
A
|
$
|
—
|
|
|
$
|
7,193
|
|
Restricted cash
|
8,011
|
|
|
(206
|
)
|
B
|
—
|
|
|
7,805
|
|
||||
Accounts receivable, net
|
27,535
|
|
|
—
|
|
|
—
|
|
|
27,535
|
|
||||
Inventories
|
3,935
|
|
|
—
|
|
|
—
|
|
|
3,935
|
|
||||
Prepaid expenses and other receivables
|
3,200
|
|
|
282
|
|
C
|
—
|
|
|
3,482
|
|
||||
Other current assets
|
924
|
|
|
(500
|
)
|
C
|
—
|
|
|
424
|
|
||||
Assets held for sale
|
631
|
|
|
3,913
|
|
D
|
—
|
|
|
4,544
|
|
||||
Total current assets
|
46,964
|
|
|
7,954
|
|
|
—
|
|
|
54,918
|
|
||||
Property, plant and equipment, net
|
265,097
|
|
|
(8,678
|
)
|
D
|
30,869
|
|
P
|
287,288
|
|
||||
Equity investments
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Intangibles, net
|
13,093
|
|
|
(763
|
)
|
D
|
(11,723
|
)
|
Q
|
607
|
|
||||
Goodwill
|
—
|
|
|
—
|
|
|
27,139
|
|
R
|
27,139
|
|
||||
Other assets
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
||||
Total assets
|
$
|
325,552
|
|
|
$
|
(1,487
|
)
|
|
$
|
46,285
|
|
|
$
|
370,350
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Shareholders’ Equity (Deficit)
|
|||||||||||||||
Accounts payable
|
$
|
6,331
|
|
|
$
|
1,967
|
|
E
|
$
|
—
|
|
|
$
|
8,298
|
|
Accrued liabilities
|
30,549
|
|
|
(12,168
|
)
|
F
|
(298
|
)
|
S
|
18,083
|
|
||||
Current contingent consideration
|
—
|
|
|
1,000
|
|
G
|
—
|
|
|
1,000
|
|
||||
Current portion of long-term debt
|
41,007
|
|
|
(37,665
|
)
|
H
|
—
|
|
|
3,342
|
|
||||
Derivative warrant liability
|
—
|
|
|
717
|
|
I
|
—
|
|
|
717
|
|
||||
Other current liabilities
|
—
|
|
|
3,913
|
|
J
|
—
|
|
|
3,913
|
|
||||
Total current liabilities
|
77,887
|
|
|
(42,236
|
)
|
|
(298
|
)
|
|
35,353
|
|
||||
Deferred income taxes
|
472
|
|
|
—
|
|
|
(314
|
)
|
T
|
158
|
|
||||
Long-term debt
|
2,312
|
|
|
35,000
|
|
K
|
1,053
|
|
|
38,365
|
|
||||
Long-term contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other long-term liabilities
|
3,694
|
|
|
(461
|
)
|
L
|
3,050
|
|
U
|
6,283
|
|
||||
Liabilities subject to compromise
|
480,595
|
|
|
(480,595
|
)
|
M
|
—
|
|
|
—
|
|
||||
Total liabilities
|
564,960
|
|
|
(488,292
|
)
|
|
3,491
|
|
|
80,159
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
|
||||||||
Shareholders’ deficit:
|
|
|
|
|
|
|
|
||||||||
Common stock (Successor)
|
—
|
|
|
117
|
|
N
|
—
|
|
|
117
|
|
||||
Additional paid-in-capital (Successor)
|
—
|
|
|
290,074
|
|
N
|
—
|
|
|
290,074
|
|
||||
Common stock (Predecessor)
|
152
|
|
|
—
|
|
|
(152
|
)
|
V
|
—
|
|
||||
Additional paid-in capital (Predecessor)
|
1,408,324
|
|
|
—
|
|
|
(1,408,324
|
)
|
V
|
—
|
|
||||
Treasury stock (Predecessor)
|
(19,809
|
)
|
|
—
|
|
|
19,809
|
|
V
|
—
|
|
||||
(Accumulated deficit) retained earnings
|
(1,628,075
|
)
|
|
196,614
|
|
O
|
1,431,461
|
|
W
|
—
|
|
||||
Total shareholders’ equity (deficit)
|
(239,408
|
)
|
|
486,805
|
|
|
42,794
|
|
|
290,191
|
|
||||
Total liabilities and shareholders’ equity (deficit)
|
$
|
325,552
|
|
|
$
|
(1,487
|
)
|
|
$
|
46,285
|
|
|
$
|
370,350
|
|
Receipt of Successor First Lien Term Loan and Successor Second Lien Term Loan Proceeds
|
|
$
|
35,000
|
|
Payment of debtor in possession revolving facility, including accrued interest and fees
|
|
(30,461
|
)
|
|
Payment of debtor in possession term loan interest
|
|
(90
|
)
|
|
Cash payment in association with settlement of the 2018 Notes
|
|
(350
|
)
|
|
Release of restricted cash to unrestricted cash
|
|
206
|
|
|
Refund of professional fees
|
|
160
|
|
|
Net Cash Receipts
|
|
$
|
4,465
|
|
Reclassification of a rental security deposit to prepaid rent
|
|
$
|
(282
|
)
|
Settlement for the lease rejection damages
|
|
(218
|
)
|
|
Adjustment to Other current assets
|
|
$
|
(500
|
)
|
Elimination of property, plant and equipment related to AWS settlement
|
|
$
|
(8,678
|
)
|
Elimination of intangible assets related to AWS settlement
|
|
(763
|
)
|
|
Recognition of assets held for sale on the AWS settlement
|
|
3,913
|
|
|
Accrual of cash payment in connection with the AWS settlement (See F)
|
|
(75
|
)
|
|
Loss on settlement of the AWS note payable
|
|
$
|
(5,603
|
)
|
Accrual of the $75,000 related to the AWS settlement
|
|
$
|
75
|
|
Write-off of short-term deferred rent related to the Scottsdale Headquarters lease
|
|
(330
|
)
|
|
Write-off of accrued interest related to the 2018 and 2021 Notes
|
|
(11,650
|
)
|
|
Decrease in accrued interest for DIP Facilities due to cash payment
|
|
(263
|
)
|
|
Net decrease in Accrued liabilities
|
|
$
|
(12,168
|
)
|
Successor First Lien Term Loan at fair value
|
|
$
|
15,000
|
|
Successor Second Lien Term Loan at fair value
|
|
21,053
|
|
|
Debt issuance costs associated with the Successor Second Lien Term Loan
|
|
(1,053
|
)
|
|
Fair Value of the Successor First Lien Term Loan and Successor Second Lien Term Loan, net of debt issuance costs
|
|
$
|
35,000
|
|
Outstanding principal amount of 2018 Notes, net of discounts/premiums and debt issuance costs
|
|
$
|
(40,020
|
)
|
Outstanding principal amount of 2021 Notes, net of discounts/premiums and debt issuance costs
|
|
(347,658
|
)
|
|
Outstanding principal amount of Term Loan, net of discounts/premiums and debt issuance costs
|
|
(78,264
|
)
|
|
Outstanding principal amount on the AWS note payable
|
|
(3,913
|
)
|
|
Ideal original contingent consideration
|
|
(8,500
|
)
|
|
Pre-petition accounts payable
|
|
(1,967
|
)
|
|
Derivative warrant liability
|
|
(273
|
)
|
|
Balance of Liabilities subject to compromise
|
|
$
|
(480,595
|
)
|
|
|
|
||
Reinstatement of pre-petition accounts payable
|
|
$
|
1,967
|
|
Reinstatement of a portion of the Ideal contingent consideration pursuant to the settlement agreement
|
|
1,000
|
|
|
Reinstatement of the AWS note payable pursuant to the settlement agreement
|
|
3,913
|
|
|
Payment to the 2018 Noteholders pursuant to the Plan
|
|
350
|
|
|
Write-off of accrued interest related to the 2018 and 2021 Notes
|
|
(11,650
|
)
|
|
Record the issuance of Successor common equity
|
|
290,191
|
|
|
Recoveries pursuant to the Plan
|
|
$
|
285,771
|
|
|
|
|
||
Net gain on debt discharge
|
|
$
|
(194,824
|
)
|
Record issuance of shares of Successor common stock at par value of $0.01 per share
|
|
$
|
117
|
|
Record additional paid-in capital from the issuance of Successor common stock
|
|
290,074
|
|
|
Fair value of Successor common equity
|
|
$
|
290,191
|
|
Net gain on debt discharge
|
|
$
|
194,824
|
|
Loss on settlement of the AWS note payable
|
|
(5,603
|
)
|
|
Write-off of a portion of the Ideal contingent consideration due to settlement
|
|
7,500
|
|
|
Settlement of the lease rejection claim associated with the Scottsdale Headquarters lease
|
|
(218
|
)
|
|
Write-off of the deferred rent associated with the Scottsdale Headquarters lease
|
|
790
|
|
|
Issuance of warrants to the 2018 Noteholders and other parties pursuant to the Plan
|
|
(717
|
)
|
|
Refund of professional fees
|
|
160
|
|
|
Professional fees related to the reorganization under the Plan
|
|
(122
|
)
|
|
Net retained earnings impact resulting from implementation of the Plan
|
|
$
|
196,614
|
|
|
|
Successor
|
|
Predecessor
|
||||
Land
|
|
$
|
10,779
|
|
|
$
|
11,495
|
|
Buildings
|
|
29,349
|
|
|
27,145
|
|
||
Building, leasehold and land improvements
|
|
8,690
|
|
|
10,724
|
|
||
Pipelines
|
|
66,962
|
|
|
58,533
|
|
||
Disposal wells
|
|
41,195
|
|
|
20,872
|
|
||
Landfill
|
|
4,500
|
|
|
20,539
|
|
||
Machinery and equipment
|
|
16,724
|
|
|
20,169
|
|
||
Equipment under capital leases
|
|
10,045
|
|
|
6,499
|
|
||
Motor vehicles and trailers
|
|
55,333
|
|
|
34,069
|
|
||
Rental equipment
|
|
36,748
|
|
|
46,300
|
|
||
Office equipment
|
|
3,046
|
|
|
1,954
|
|
||
Construction in process
|
|
3,917
|
|
|
6,798
|
|
||
Property, plant and equipment, net
|
|
$
|
287,288
|
|
|
$
|
265,097
|
|
Reorganization value of Successor assets
|
|
$
|
370,350
|
|
Less: Fair value of Successor assets (excluding goodwill)
|
|
343,211
|
|
|
Reorganization value of Successor assets in excess of fair value - Successor Goodwill
|
|
$
|
27,139
|
|
Property, plant and equipment fair value adjustment
|
|
$
|
30,869
|
|
Intangible assets fair value adjustment
|
|
(11,723
|
)
|
|
Reorganization value in excess of amounts allocable to identified assets - Successor goodwill
|
|
27,139
|
|
|
Asset retirement obligation fair value adjustment
|
|
(3,050
|
)
|
|
Environmental liability fair value adjustment
|
|
298
|
|
|
Recording the fair value of debt issuance costs for the new Successor First Lien Term Loan and Successor Second Lien Term Loan
|
|
(1,053
|
)
|
|
Adjustment to deferred income taxes
|
|
314
|
|
|
Change in assets and liabilities resulting from fresh start adjustments
|
|
$
|
42,794
|
|
|
|
|
||
Elimination of Predecessor common stock to (accumulated deficit) retained earnings
|
|
$
|
152
|
|
Elimination of Predecessor additional paid-in capital to (accumulated deficit) retained earnings
|
|
1,408,324
|
|
|
Elimination of Predecessor treasury stock to (accumulated deficit) retained earnings
|
|
(19,809
|
)
|
|
Net impact of fresh start adjustments on (accumulated deficit) retained earnings
|
|
$
|
1,431,461
|
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
|
Five Months Ended
|
|
|
Seven Months Ended
|
||||
|
|
December 31,
|
|
|
July 31,
|
||||
|
|
2017
|
|
|
2017
|
||||
Net gain on debt discharge
|
|
$
|
—
|
|
|
|
$
|
194,824
|
|
Change in assets and liabilities resulting from fresh start adjustments
|
|
—
|
|
|
|
42,794
|
|
||
Settlement of the AWS note payable
|
|
—
|
|
|
|
(5,603
|
)
|
||
Fair value of warrants issued to the 2018 Noteholders and other parties pursuant to the Plan
|
|
—
|
|
|
|
(717
|
)
|
||
Professional and insurance fees
|
|
(7,306
|
)
|
|
|
(9,090
|
)
|
||
DIP credit agreement financing costs
|
|
3,962
|
|
|
|
(5,702
|
)
|
||
Retention bonus payments
|
|
(2,158
|
)
|
|
|
(806
|
)
|
||
Other costs
|
|
(5
|
)
|
|
|
7,794
|
|
||
Reorganization items, net
|
|
$
|
(5,507
|
)
|
|
|
$
|
223,494
|
|
|
Successor
|
|
Predecessor
|
||||
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Land
|
$
|
10,779
|
|
|
$
|
11,496
|
|
Buildings
|
29,349
|
|
|
28,194
|
|
||
Building, leasehold and land improvements
|
8,677
|
|
|
14,240
|
|
||
Pipelines
|
67,234
|
|
|
71,076
|
|
||
Disposal wells
|
41,321
|
|
|
36,399
|
|
||
Landfill
|
5,587
|
|
|
28,130
|
|
||
Machinery and equipment
|
16,479
|
|
|
37,058
|
|
||
Equipment under capital leases
|
9,079
|
|
|
16,419
|
|
||
Motor vehicles and trailers
|
44,172
|
|
|
126,822
|
|
||
Rental equipment
|
26,216
|
|
|
58,181
|
|
||
Office equipment
|
3,043
|
|
|
7,403
|
|
||
|
261,936
|
|
|
435,418
|
|
||
Less accumulated depreciation
|
(35,789
|
)
|
|
(148,886
|
)
|
||
Construction in process
|
3,727
|
|
|
7,647
|
|
||
Property, plant and equipment, net
|
$
|
229,874
|
|
|
$
|
294,179
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||
|
December 31, 2017
|
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Remaining Useful
Life
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Remaining Useful
Life
|
||||||||||||
Customer relationships
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0
|
|
|
$
|
11,731
|
|
|
$
|
(8,229
|
)
|
|
$
|
3,502
|
|
|
5.7
|
Disposal permits
|
594
|
|
|
(47
|
)
|
|
547
|
|
|
6.2
|
|
|
1,269
|
|
|
(612
|
)
|
|
657
|
|
|
4.1
|
||||||
Customer contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
17,352
|
|
|
(7,201
|
)
|
|
10,151
|
|
|
9.8
|
||||||
|
$
|
594
|
|
|
$
|
(47
|
)
|
|
$
|
547
|
|
|
6.2
|
|
|
$
|
30,352
|
|
|
$
|
(16,042
|
)
|
|
$
|
14,310
|
|
|
8.5
|
2018
|
$
|
111
|
|
2019
|
111
|
|
|
2020
|
94
|
|
|
2021
|
62
|
|
|
2022
|
55
|
|
|
Thereafter
|
114
|
|
|
Total
|
$
|
547
|
|
|
|
Northeast
|
|
Southern
|
|
Rocky Mountain
|
|
Total
|
||||||||
Five Months Ended December 31, 2017 - Successor
|
|
|
|
|
|
|
|
|
||||||||
Impairment of property, plant and equipment, net
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
4,666
|
|
|
$
|
4,904
|
|
Total
|
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
4,666
|
|
|
$
|
4,904
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2016 - Predecessor
|
|
|
|
|
|
|
|
|
||||||||
Impairment of property, plant and equipment, net
|
|
$
|
8,025
|
|
|
$
|
2,427
|
|
|
$
|
31,712
|
|
|
$
|
42,164
|
|
Total
|
|
$
|
8,025
|
|
|
$
|
2,427
|
|
|
$
|
31,712
|
|
|
$
|
42,164
|
|
|
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015 - Predecessor
|
|
|
|
|
|
|
|
|
||||||||
Impairment of property, plant and equipment, net
|
|
$
|
—
|
|
|
$
|
5,921
|
|
|
$
|
—
|
|
|
$
|
5,921
|
|
Impairment of goodwill
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,721
|
|
|
$
|
104,721
|
|
Total
|
|
$
|
—
|
|
|
$
|
5,921
|
|
|
$
|
104,721
|
|
|
$
|
110,642
|
|
|
|
Predecessor
|
||
|
|
Year Ended December 31, 2015
|
||
Severance and termination benefits
|
|
$
|
724
|
|
Asset impairment charge
|
|
5,921
|
|
|
Contract termination costs and exit costs
|
|
453
|
|
|
Total restructuring and exit costs
|
|
$
|
7,098
|
|
|
|
Lease Exit Costs
|
||
Restructuring and exit costs accrued at December 31, 2016 - Predecessor
|
|
$
|
130
|
|
Cash payments
|
|
(48
|
)
|
|
Restructuring and exit costs accrued at December 31, 2017 - Successor
|
|
$
|
82
|
|
|
Successor
|
|
Predecessor
|
||||
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Accrued payroll and employee benefits
|
$
|
3,304
|
|
|
$
|
2,432
|
|
Accrued insurance
|
2,701
|
|
|
3,887
|
|
||
Accrued legal
|
1,749
|
|
|
3,570
|
|
||
Accrued taxes
|
2,362
|
|
|
1,458
|
|
||
Accrued interest
|
161
|
|
|
4,699
|
|
||
Accrued operating costs
|
2,663
|
|
|
1,255
|
|
||
Accrued other
|
999
|
|
|
1,486
|
|
||
Total accrued liabilities
|
$
|
13,939
|
|
|
$
|
18,787
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
||||||||
|
Interest Rate
|
|
Maturity Date
|
|
Fair Value of Debt (h)
|
|
Carrying Value of Debt
|
|
|
Carrying Value of Debt
|
||||||
Predecessor Revolving Facility (a)
|
6.15%
|
|
Mar. 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
22,679
|
|
Successor Revolving Facility (b)
|
6.74%
|
|
Aug. 2020
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
2018 Notes (c)
|
9.875%
|
|
Apr. 2018
|
|
—
|
|
|
—
|
|
|
|
40,436
|
|
|||
2021 Notes (d)
|
10.00%
|
|
Apr. 2021
|
|
—
|
|
|
—
|
|
|
|
351,294
|
|
|||
Predecessor Term Loan (e)
|
13.00%
|
|
Apr. 2018
|
|
—
|
|
|
—
|
|
|
|
60,711
|
|
|||
Successor First Lien Term Loan (j)
|
8.74%
|
|
Aug. 2020
|
|
14,285
|
|
|
14,285
|
|
|
|
—
|
|
|||
Successor Second Lien Term Loan (j)
|
11.00%
|
|
Feb. 2021
|
|
21,000
|
|
|
21,000
|
|
|
|
—
|
|
|||
Vehicle financings (f)
|
4.12%
|
|
Various
|
|
3,764
|
|
|
3,764
|
|
|
|
7,699
|
|
|||
Note payable (g)
|
4.25%
|
|
Apr. 2019
|
|
—
|
|
|
—
|
|
|
|
4,778
|
|
|||
Total debt
|
|
|
|
|
$
|
39,049
|
|
|
39,049
|
|
|
|
487,597
|
|
||
Original issue discount and premium for 2018 Notes
|
|
|
|
—
|
|
|
|
(27
|
)
|
|||||||
Original issue discount and premium for 2021 Notes
|
|
|
|
—
|
|
|
|
(282
|
)
|
|||||||
Debt issuance costs presented with debt (i)
|
|
|
|
—
|
|
|
|
(8,998
|
)
|
|||||||
Debt discount for issuance of warrants (i)
|
|
|
|
—
|
|
|
|
(6,499
|
)
|
|||||||
Total debt, net
|
|
|
|
|
|
|
39,049
|
|
|
|
471,791
|
|
||||
Less: current portion of long-term debt (k)(l)
|
|
|
|
(5,525
|
)
|
|
|
(465,835
|
)
|
|||||||
Long-term debt
|
|
|
|
|
|
|
$
|
33,524
|
|
|
|
$
|
5,956
|
|
(a)
|
The interest rate presented represents the interest rate on the
$40.0 million
Predecessor Revolving Facility at December 31, 2016.
|
(b)
|
The interest rate presented represents the interest rate on the
$30.0 million
Successor Revolving Facility at
December 31, 2017
.
|
(c)
|
The interest rate presented represents the coupon rate on the Predecessor Company's 2018 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately
11.0%
. Interest payments were due semi-annually on April 15 and October 15 of each year. The 2018 Notes were canceled on the Effective Date.
|
(d)
|
The interest rate presented represents the current coupon rate on the Predecessor Company's 2021 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2021 Notes is approximately
12.4%
. Interest was previously paid in kind semi-annually by increasing the principal amount payable and due at maturity and/or in cash as follows: interest payable on October 15, 2016 was paid in kind at an annual rate of
12.5%
; interest payable after October 15, 2016 but on or before April 15, 2018 will be paid at a rate of
10.0%
with
50%
in kind and
50%
in cash; interest payable after April 15, 2018 will be paid in cash at a rate of
10.0%
until maturity. The 2021 Notes were canceled on the Effective Date.
|
(e)
|
The Predecessor Term Loan accrued interest at a rate of
13.0%
compounded monthly and which was paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest was due April 15, 2018. The Predecessor Term Loan was canceled on the Effective Date.
|
(f)
|
Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately
4.12%
, which mature in varying installments between 2017 and 2020.
|
(g)
|
The note payable balance as of December 31, 2016 represented the remaining amount due from acquiring the remaining interest of our former partner in AWS in 2015. Principal and interest payments were due in equal quarterly installments
|
(h)
|
Our Successor Revolving Facility, Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.
|
(i)
|
There were
no
unamortized debt issuance costs as of December 31, 2017. The debt discount for the issuance of the Predecessor warrants represented the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which was amortized through interest expense over the term of the 2021 Notes and the Predecessor Term Loan. As described further in
Note 13
, these Predecessor warrants were accounted for as derivative liabilities. Upon emergence from chapter 11 on the Effective Date, all warrants outstanding under the Predecessor Company were canceled under the Plan.
|
(j)
|
Interest on the Successor First Lien Term Loan accrues at an annual rate equal to the LIBOR Rate plus
7.25%
. Interest on the Successor Second Lien Term Loan accrues at both an annual rate equal to
11.0%
, with
5.5%
payable in cash and
5.5%
payable in kind prior to February 7, 2018 (or such later date as the Company may select in accordance with terms of the Second Lien Term Loan Agreement) and on or after February 7, 2018 (or such later date), at an annual rate equal to
11.0%
, payable in cash, in arrears, on the first day of each month.
|
(k)
|
The principal payments due within one year for the Successor First Lien Term Loan, Successor Second Lien Term Loan, and vehicle financings are included in current portion of long-term debt as of
December 31, 2017
.
|
(l)
|
As the scheduled maturity date of the Predecessor Revolving Facility was March 31, 2017, the carrying value of the Predecessor Revolving Facility was presented in current portion of long-term debt in the consolidated balance sheet as of December 31, 2016. Further, due to the default of the Predecessor Revolving Facility as of March 31, 2017, and the resulting cross-default of the 2018 Notes, 2021 Notes and Predecessor Term Loan, these items were also included in current portion of long-term debt as of December 31, 2016. Finally, the principal payments due within one year for the vehicle financings and note payable were also included in current portion of long-term debt as of December 31, 2016.
|
2018
|
$
|
5,525
|
|
2019
|
4,012
|
|
|
2020
|
11,671
|
|
|
2021
|
17,841
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
39,049
|
|
•
|
Predecessor Revolving Facility;
|
•
|
Predecessor Term Loan;
|
•
|
2018 Notes Indenture;
|
•
|
2021 Notes Indenture;
|
•
|
DIP Credit Agreement; and
|
•
|
DIP Term Loan Agreement.
|
•
|
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.
|
|
Successor
|
|
Predecessor
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
Derivative warrant liability
|
$
|
477
|
|
|
$
|
4,298
|
|
Contingent consideration
|
500
|
|
|
8,500
|
|
|
Successor
|
|
Predecessor
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of warrants
|
717
|
|
|
7,838
|
|
||
Exercise of warrants
|
—
|
|
|
(229
|
)
|
||
Adjustments to estimated fair value
|
(240
|
)
|
|
(3,311
|
)
|
||
Balance at end of period
|
$
|
477
|
|
|
$
|
4,298
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Five Months Ended December 31, 2017
|
|
|
Seven Months Ended July 31, 2017
|
|
Year Ended December 31, 2016
|
||||||
Balance at beginning of period
|
$
|
1,000
|
|
|
|
$
|
8,500
|
|
|
$
|
8,628
|
|
Cash payments
|
(500
|
)
|
|
|
—
|
|
|
(128
|
)
|
|||
Changes in fair value of contingent consideration, net
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Write-off of contingent consideration due to settlement in chapter 11
|
—
|
|
|
|
(7,500
|
)
|
|
—
|
|
|||
Balance at end of period
|
500
|
|
|
|
1,000
|
|
|
8,500
|
|
|||
Less: current portion
|
(500
|
)
|
|
|
(1,000
|
)
|
|
—
|
|
|||
Long-term portion of contingent consideration
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
8,500
|
|
|
Predecessor
|
||||
|
Seven Months Ended July 31, 2017
|
|
Year Ended December 31, 2016
|
||
Outstanding at the beginning of period
|
25,283
|
|
|
—
|
|
Issued
|
—
|
|
|
26,400
|
|
Exercised
|
(16
|
)
|
|
(1,117
|
)
|
Canceled due to emergence from chapter 11
|
(25,267
|
)
|
|
—
|
|
Outstanding at the end of the period
|
—
|
|
|
25,283
|
|
|
|
Successor
|
|
|
|
Five Months Ended
|
|
|
|
December 31, 2017
|
|
Outstanding at the beginning of the period
|
|
—
|
|
Issued
|
|
118
|
|
Exercised
|
|
—
|
|
Outstanding at the end of the period
|
|
118
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
|
Period Ended
|
|
At Issuance
|
|
|
Period Ended
|
||||||
|
|
December 31, 2017
|
|
August 7, 2017
|
|
|
December 31, 2016
|
||||||
Exercise price
|
|
$
|
39.82
|
|
|
$
|
39.82
|
|
|
|
$
|
0.01
|
|
Closing stock price (a)
|
|
$
|
18.18
|
|
|
$
|
22.28
|
|
|
|
$
|
0.18
|
|
Risk free rate
|
|
2.29
|
%
|
|
2.07
|
%
|
|
|
2.40
|
%
|
|||
Expected volatility
|
|
40.59
|
%
|
|
39.39
|
%
|
|
|
79.5
|
%
|
•
|
7,900,000
shares of common stock of the reorganized Company to the holders of the Predecessor Company’s 2021 Notes;
|
•
|
100,000
shares of common stock of the reorganized Company to the Affected Classes (as defined in the Plan); and
|
•
|
3,695,580
shares of common stock of the reorganized Company to holders of Supporting Noteholder Term Loan Claims (as defined in the Plan) and to the Credit Agreement Lenders for the Exit Financing Commitment Fee (as defined in the Plan).
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended December 31,
2017
|
|
|
Seven Months Ended July 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
$
|
(47,895
|
)
|
|
|
$
|
168,611
|
|
|
(167,621
|
)
|
|
(195,167
|
)
|
||
Loss from discontinued operations
|
—
|
|
|
|
—
|
|
|
(1,235
|
)
|
|
(287
|
)
|
||||
Net (loss) income
|
$
|
(47,895
|
)
|
|
|
$
|
168,611
|
|
|
$
|
(168,856
|
)
|
|
$
|
(195,454
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares—basic
|
11,696
|
|
|
|
150,940
|
|
|
90,979
|
|
|
27,681
|
|
||||
Common stock equivalents
|
—
|
|
|
|
23,364
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares—diluted
|
11,696
|
|
|
|
174,304
|
|
|
90,979
|
|
|
27,681
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income from continuing operations
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
Basic loss from discontinued operations
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Net (loss) income per basic common share
|
$
|
(4.09
|
)
|
|
|
$
|
1.12
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) income from continuing operations
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.84
|
)
|
|
$
|
(7.05
|
)
|
Diluted loss from discontinued operations
|
$
|
—
|
|
|
|
—
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|||
Net (loss) income per diluted common share
|
$
|
(4.09
|
)
|
|
|
$
|
0.97
|
|
|
$
|
(1.85
|
)
|
|
$
|
(7.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Dilutive stock-based awards excluded:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
|
—
|
|
|
|
—
|
|
|
11,655
|
|
|
—
|
|
||||
Total
|
—
|
|
|
|
—
|
|
|
11,655
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Antidilutive stock-based awards excluded
|
827
|
|
|
|
593
|
|
|
845
|
|
|
799
|
|
|
|
Successor
|
||
|
|
Five Months Ended
|
||
|
|
December 31, 2017
|
||
Stock options
|
|
$
|
677
|
|
Total expense
|
|
$
|
677
|
|
|
|
Successor
|
||
|
|
Five Months Ended
|
||
|
|
December 31, 2017
|
||
Volatility
|
|
45.6
|
%
|
|
Expected term (years)
|
|
10.0
|
|
|
Risk free interest rate
|
|
2.3
|
%
|
|
Expected dividend yield
|
|
—
|
%
|
|
Weighted average fair value
|
|
$
|
10.02
|
|
|
|
Successor
|
|||||||||||||
Options
|
|
Shares Outstanding
|
|
Shares Exercisable
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (Years)
|
Aggregate Intrinsic Value
|
||||||
August 1, 2017
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Granted
|
|
709
|
|
|
|
|
$
|
39.17
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Forfeited, canceled, or expired
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
December 31, 2017
|
|
709
|
|
|
|
|
$
|
39.17
|
|
|
9.6
|
$
|
—
|
|
|
Exercisable at December 31, 2017
|
|
|
|
—
|
|
|
$
|
—
|
|
|
0.0
|
$
|
—
|
|
|
|
Predecessor
|
||||||||||
|
|
Seven Months Ended July 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
|
$
|
109
|
|
|
$
|
213
|
|
|
$
|
536
|
|
Restricted stock
|
|
153
|
|
|
412
|
|
|
428
|
|
|||
Restricted stock units
|
|
195
|
|
|
500
|
|
|
1,357
|
|
|||
Total share-based compensation expense
|
|
$
|
457
|
|
|
$
|
1,125
|
|
|
$
|
2,321
|
|
|
|
Predecessor
|
||
|
|
Year Ended December 31,
|
||
|
|
2015
|
||
Volatility
|
|
55.3
|
%
|
|
Expected term (years)
|
|
8.0
|
|
|
Risk free interest rate
|
|
1.8
|
%
|
|
Expected dividend yield
|
|
—
|
%
|
|
Weighted average fair value
|
|
$
|
1.55
|
|
|
|
Predecessor
|
|||||||||||||
Options
|
|
Shares Outstanding
|
|
Shares Exercisable
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (Years)
|
Aggregate Intrinsic Value
|
||||||
December 31, 2014
|
|
232
|
|
|
|
|
$
|
40.30
|
|
|
|
|
|||
Granted
|
|
736
|
|
|
|
|
$
|
5.29
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Forfeited, canceled, or expired
|
|
(145
|
)
|
|
|
|
$
|
28.06
|
|
|
|
|
|||
December 31, 2015
|
|
823
|
|
|
|
|
$
|
11.16
|
|
|
8.6
|
$
|
—
|
|
|
Exercisable at December 31, 2015
|
|
|
|
92
|
|
|
$
|
40.63
|
|
|
5.3
|
$
|
—
|
|
|
Granted
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Forfeited, canceled, or expired
|
|
(456
|
)
|
|
|
|
$
|
7.58
|
|
|
|
|
|||
December 31, 2016
|
|
367
|
|
|
|
|
$
|
13.55
|
|
|
7.2
|
$
|
—
|
|
|
Exercisable at December 31, 2016
|
|
|
|
185
|
|
|
$
|
21.24
|
|
|
6.3
|
$
|
—
|
|
|
Granted
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
|||
Forfeited, canceled, or expired
|
|
(367
|
)
|
|
|
|
$
|
13.55
|
|
|
|
|
|||
July 31, 2017
|
|
—
|
|
|
|
|
$
|
—
|
|
|
0.0
|
$
|
—
|
|
|
Exercisable at July 31, 2017
|
|
|
|
—
|
|
|
$
|
—
|
|
|
0.0
|
$
|
—
|
|
|
|
Predecessor
|
|||||
Non-Vested Restricted Stock
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Non-vested at December 31, 2014
|
|
66
|
|
|
$
|
9.78
|
|
Granted
|
|
420
|
|
|
$
|
1.25
|
|
Vested
|
|
(39
|
)
|
|
$
|
10.23
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
Non-vested at December 31, 2015
|
|
447
|
|
|
$
|
1.73
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
(236
|
)
|
|
$
|
2.00
|
|
Forfeited
|
|
(1
|
)
|
|
$
|
41.50
|
|
Non-vested at December 31, 2016
|
|
210
|
|
|
$
|
1.25
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
—
|
|
|
$
|
—
|
|
Forfeited or canceled
|
|
(210
|
)
|
|
$
|
1.25
|
|
Non-vested at July 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
|
Predecessor
|
|||||
Non-Vested Restricted Stock Units
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Non-vested at December 31, 2014
|
|
248
|
|
|
$
|
18.42
|
|
Granted
|
|
164
|
|
|
$
|
3.54
|
|
Vested
|
|
(123
|
)
|
|
$
|
20.00
|
|
Forfeited
|
|
(29
|
)
|
|
$
|
10.94
|
|
Non-vested at December 31, 2015
|
|
260
|
|
|
$
|
8.04
|
|
Granted
|
|
1
|
|
|
$
|
0.30
|
|
Vested
|
|
(71
|
)
|
|
$
|
11.69
|
|
Forfeited
|
|
(151
|
)
|
|
$
|
4.81
|
|
Non-vested at December 31, 2016
|
|
39
|
|
|
$
|
13.93
|
|
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
(32
|
)
|
|
$
|
14.81
|
|
Forfeited or canceled
|
|
(7
|
)
|
|
$
|
9.96
|
|
Non-vested at July 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Five Months Ended December 31,
|
|
|
Seven Months Ended July 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(251
|
)
|
|
|
$
|
—
|
|
|
$
|
477
|
|
|
$
|
(137
|
)
|
State
|
146
|
|
|
|
15
|
|
|
105
|
|
|
21
|
|
||||
Total Current
|
(105
|
)
|
|
|
15
|
|
|
582
|
|
|
(116
|
)
|
||||
Deferred income tax expense (benefit):
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
(186
|
)
|
|
|
(51
|
)
|
|
217
|
|
|
115
|
|
||||
State
|
(56
|
)
|
|
|
(286
|
)
|
|
8
|
|
|
(116
|
)
|
||||
Total Deferred
|
(242
|
)
|
|
|
(337
|
)
|
|
225
|
|
|
(1
|
)
|
||||
Total income tax (benefit) expense from continuing operations
|
$
|
(347
|
)
|
|
|
$
|
(322
|
)
|
|
$
|
807
|
|
|
$
|
(117
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Five Months Ended December 31,
|
|
|
Seven Months Ended July 31,
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||
|
2017
|
|
|
2017
|
|
2016
|
|
2015
|
||||
U.S. federal income tax benefit at statutory rate
|
35.0
|
%
|
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal benefit
|
1.5
|
%
|
|
|
0.8
|
%
|
|
3.3
|
%
|
|
0.9
|
%
|
Compensation
|
(0.5
|
)%
|
|
|
0.1
|
%
|
|
(0.2
|
)%
|
|
(0.6
|
)%
|
Impact of fresh start accounting adjustments
|
—
|
%
|
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Impairment of goodwill
|
—
|
%
|
|
|
—
|
%
|
|
—
|
%
|
|
(18.8
|
)%
|
Tax Act revaluation of deferred tax balances
|
69.9
|
%
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Change in valuation allowance
|
(105.5
|
)%
|
|
|
(40.3
|
)%
|
|
(38.7
|
)%
|
|
(16.4
|
)%
|
Other
|
0.3
|
%
|
|
|
0.9
|
%
|
|
0.1
|
%
|
|
(0.1
|
)%
|
Benefit (expense) for income taxes
|
0.7
|
%
|
|
|
(0.2
|
)%
|
|
(0.5
|
)%
|
|
—
|
%
|
|
Successor
|
|
Predecessor
|
||||
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves
|
$
|
494
|
|
|
$
|
1,604
|
|
Deferred financing costs
|
233
|
|
|
530
|
|
||
Net operating losses
|
65,600
|
|
|
123,382
|
|
||
Federal credit carryover
|
226
|
|
|
477
|
|
||
Equity based compensation
|
—
|
|
|
624
|
|
||
Long-term debt
|
—
|
|
|
74,412
|
|
||
Intangible asset and goodwill
|
11,982
|
|
|
16,781
|
|
||
Capital loss carry forward
|
42,671
|
|
|
67,766
|
|
||
Other
|
3,663
|
|
|
6,360
|
|
||
Total
|
124,869
|
|
|
291,936
|
|
||
Less: Valuation allowance
|
(88,766
|
)
|
|
(236,080
|
)
|
||
Total deferred tax assets
|
36,103
|
|
|
55,856
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
(35,538
|
)
|
|
(55,649
|
)
|
||
Other
|
(481
|
)
|
|
(702
|
)
|
||
Total deferred tax liabilities
|
(36,019
|
)
|
|
(56,351
|
)
|
||
Net deferred tax asset (liability)
|
$
|
84
|
|
|
$
|
(495
|
)
|
|
Successor
|
|
|
Predecessor
|
||||
|
Year Ended December 31,
|
|
|
Year Ended December 31,
|
||||
|
2017
|
|
|
2016
|
||||
Balance at beginning of period
|
$
|
236,080
|
|
|
|
$
|
171,720
|
|
Additions to valuation allowance
|
—
|
|
|
|
64,360
|
|
||
Valuation allowance release, net
|
(147,314
|
)
|
|
|
—
|
|
||
Balance at end of period
|
$
|
88,766
|
|
|
|
$
|
236,080
|
|
|
Successor
|
||
Leased equipment
|
$
|
9,079
|
|
Less accumulated depreciation
|
(3,241
|
)
|
|
Leased equipment, net
|
$
|
5,838
|
|
|
Successor
|
||||||
|
Operating Leases
|
|
Capital Leases
|
||||
2018
|
$
|
3,696
|
|
|
$
|
2,519
|
|
2019
|
600
|
|
|
884
|
|
||
2020
|
192
|
|
|
622
|
|
||
2021
|
131
|
|
|
—
|
|
||
2022
|
107
|
|
|
—
|
|
||
Thereafter
|
572
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
5,298
|
|
|
4,025
|
|
|
Less amount representing executory costs
|
|
|
(61
|
)
|
|||
Net minimum lease payments
|
|
|
3,964
|
|
|||
Less amount representing interest (
4.12%
at December 31, 2017)
|
|
|
(200
|
)
|
|||
Present value of net minimum lease payments
|
|
|
$
|
3,764
|
|
|
|
Successor
|
|
Predecessor
|
||||
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Balance at beginning of period
|
|
$
|
3,138
|
|
|
$
|
3,035
|
|
Adjustment to increase the net book value to fair value (see Note 4)
|
|
3,050
|
|
|
—
|
|
||
Changes in estimate
|
|
78
|
|
|
(47
|
)
|
||
Accretion expense
|
|
471
|
|
|
150
|
|
||
Cash payments
|
|
(302
|
)
|
|
—
|
|
||
Balance at end of period
|
|
$
|
6,435
|
|
|
$
|
3,138
|
|
|
Northeast
|
|
Southern
|
|
Rocky Mountain
|
|
Corporate/ Other
|
|
Total
|
||||||||||
Five Months Ended December 31, 2017 - Successor
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
17,234
|
|
|
$
|
16,467
|
|
|
$
|
46,487
|
|
|
$
|
—
|
|
|
$
|
80,188
|
|
Direct operating expenses
|
14,836
|
|
|
12,005
|
|
|
40,236
|
|
|
—
|
|
|
67,077
|
|
|||||
General and administrative expenses
|
1,156
|
|
|
1,574
|
|
|
2,640
|
|
|
5,245
|
|
|
10,615
|
|
|||||
Depreciation and amortization
|
10,816
|
|
|
9,533
|
|
|
18,108
|
|
|
94
|
|
|
38,551
|
|
|||||
Operating loss
|
(9,574
|
)
|
|
(6,883
|
)
|
|
(19,163
|
)
|
|
(5,339
|
)
|
|
(40,959
|
)
|
|||||
Reorganization items, net
|
(98
|
)
|
|
(88
|
)
|
|
(939
|
)
|
|
(4,382
|
)
|
|
(5,507
|
)
|
|||||
Loss from continuing operations before income taxes
|
(9,819
|
)
|
|
(7,106
|
)
|
|
(20,219
|
)
|
|
(11,098
|
)
|
|
(48,242
|
)
|
|||||
Total assets (a)
|
54,218
|
|
|
111,457
|
|
|
137,213
|
|
|
8,434
|
|
|
311,322
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Seven Months Ended July 31, 2017 - Predecessor
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
20,751
|
|
|
18,586
|
|
|
56,546
|
|
|
—
|
|
|
95,883
|
|
|||||
Direct operating expenses
|
21,117
|
|
|
13,056
|
|
|
46,837
|
|
|
—
|
|
|
81,010
|
|
|||||
General and administrative expenses
|
1,917
|
|
|
1,684
|
|
|
3,877
|
|
|
15,074
|
|
|
22,552
|
|
|||||
Depreciation and amortization
|
5,352
|
|
|
7,542
|
|
|
15,964
|
|
|
123
|
|
|
28,981
|
|
|||||
Operating loss
|
(7,635
|
)
|
|
(3,696
|
)
|
|
(10,132
|
)
|
|
(15,197
|
)
|
|
(36,660
|
)
|
|||||
Reorganization items, net
|
28,000
|
|
|
22,448
|
|
|
(4,658
|
)
|
|
177,704
|
|
|
223,494
|
|
|||||
Loss from continuing operations before income taxes
|
20,194
|
|
|
18,650
|
|
|
(14,854
|
)
|
|
144,299
|
|
|
168,289
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016 - Predecessor
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
36,446
|
|
|
33,166
|
|
|
82,564
|
|
|
—
|
|
|
152,176
|
|
|||||
Direct operating expenses
|
36,673
|
|
|
27,885
|
|
|
65,066
|
|
|
—
|
|
|
129,624
|
|
|||||
General and administrative expenses
|
2,632
|
|
|
2,951
|
|
|
5,951
|
|
|
25,479
|
|
|
37,013
|
|
|||||
Depreciation and amortization
|
13,446
|
|
|
15,559
|
|
|
31,498
|
|
|
260
|
|
|
60,763
|
|
|||||
Operating loss
|
(24,330
|
)
|
|
(15,656
|
)
|
|
(51,663
|
)
|
|
(25,739
|
)
|
|
(117,388
|
)
|
|||||
Loss from continuing operations before income taxes
|
(24,226
|
)
|
|
(15,741
|
)
|
|
(51,951
|
)
|
|
(74,896
|
)
|
|
(166,814
|
)
|
|||||
Total assets (a)
|
46,094
|
|
|
107,350
|
|
|
184,116
|
|
|
5,044
|
|
|
342,604
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015 - Predecessor
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
92,135
|
|
|
68,543
|
|
|
196,021
|
|
|
—
|
|
|
356,699
|
|
|||||
Direct operating expenses
|
74,364
|
|
|
58,303
|
|
|
147,214
|
|
|
—
|
|
|
279,881
|
|
|||||
General and administrative expenses
|
4,606
|
|
|
4,891
|
|
|
6,824
|
|
|
23,006
|
|
|
39,327
|
|
|||||
Depreciation and amortization
|
16,667
|
|
|
18,188
|
|
|
35,043
|
|
|
613
|
|
|
70,511
|
|
|||||
Operating loss
|
(3,624
|
)
|
|
(19,422
|
)
|
|
(97,781
|
)
|
|
(24,012
|
)
|
|
(144,839
|
)
|
|||||
Loss from continuing operations before income taxes
|
(4,228
|
)
|
|
(19,526
|
)
|
|
(97,632
|
)
|
|
(73,898
|
)
|
|
(195,284
|
)
|
|
|
Predecessor
|
||||||
|
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||
|
|
2016
|
|
2015
|
||||
Revenue
|
|
$
|
—
|
|
|
$
|
19,100
|
|
Income from discontinued operations before income taxes
|
|
$
|
—
|
|
|
$
|
1,171
|
|
Income tax expense
|
|
—
|
|
|
(265
|
)
|
||
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
906
|
|
Loss on sale of TFI, net of taxes
|
|
(1,235
|
)
|
|
(1,193
|
)
|
||
Loss on discontinued operations, net of income taxes
|
|
$
|
(1,235
|
)
|
|
$
|
(287
|
)
|
|
|
Predecessor
|
|
|
Successor
|
|||||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
|
One Month Ended
|
|
|
Two Months Ended
|
|
Three Months Ended
|
|||||||||
|
|
March 31,
|
|
June 30,
|
|
July 31,
|
|
|
September 30,
|
|
December 31,
|
|||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue
|
|
$
|
39,223
|
|
|
$
|
41,538
|
|
|
15,122
|
|
|
|
$
|
33,758
|
|
|
$
|
46,430
|
|
(Loss) income from continuing operations
|
|
(35,962
|
)
|
|
(19,587
|
)
|
|
224,160
|
|
|
|
(16,993
|
)
|
|
(30,902
|
)
|
||||
Net (loss) income
|
|
(35,962
|
)
|
|
(19,587
|
)
|
|
224,160
|
|
|
|
(16,993
|
)
|
|
(30,902
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net (loss) income per basic common share
|
|
$
|
(0.24
|
)
|
|
$
|
(0.13
|
)
|
|
1.48
|
|
|
|
$
|
(1.45
|
)
|
|
$
|
(2.64
|
)
|
Net (loss) income per diluted common share
|
|
(0.24
|
)
|
|
(0.13
|
)
|
|
1.42
|
|
|
|
(1.45
|
)
|
|
(2.64
|
)
|
|
|
Predecessor
|
||||||||||||||
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
46,975
|
|
|
$
|
33,978
|
|
|
$
|
35,441
|
|
|
$
|
35,782
|
|
Loss from continuing operations
|
|
(27,271
|
)
|
|
(40,638
|
)
|
|
(38,396
|
)
|
|
(61,316
|
)
|
||||
Income (loss) from discontinued operations
|
|
55
|
|
|
(1,290
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss
|
|
(27,216
|
)
|
|
(41,928
|
)
|
|
(38,396
|
)
|
|
(61,316
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss from continuing operations
|
|
(0.98
|
)
|
|
(0.60
|
)
|
|
(0.30
|
)
|
|
(0.45
|
)
|
||||
Basic and diluted loss from discontinued operations
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss per basic and diluted common share
|
|
$
|
(0.98
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.45
|
)
|
|
Predecessor
|
||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
913
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
994
|
|
Restricted cash
|
475
|
|
|
945
|
|
|
—
|
|
|
1,420
|
|
||||
Accounts receivable, net
|
—
|
|
|
23,795
|
|
|
—
|
|
|
23,795
|
|
||||
Other current assets
|
1,022
|
|
|
5,065
|
|
|
—
|
|
|
6,087
|
|
||||
Assets held for sale
|
—
|
|
|
1,182
|
|
|
—
|
|
|
1,182
|
|
||||
Total current assets
|
2,410
|
|
|
31,068
|
|
|
—
|
|
|
33,478
|
|
||||
Property, plant and equipment, net
|
2,363
|
|
|
291,816
|
|
|
—
|
|
|
294,179
|
|
||||
Equity investments
|
(51,590
|
)
|
|
73
|
|
|
51,590
|
|
|
73
|
|
||||
Intangible assets, net
|
—
|
|
|
14,310
|
|
|
—
|
|
|
14,310
|
|
||||
Other assets
|
363,291
|
|
|
94,388
|
|
|
(457,115
|
)
|
|
564
|
|
||||
Total assets
|
$
|
316,474
|
|
|
$
|
431,655
|
|
|
$
|
(405,525
|
)
|
|
$
|
342,604
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||
Accounts payable
|
$
|
412
|
|
|
$
|
3,635
|
|
|
$
|
—
|
|
|
$
|
4,047
|
|
Accrued liabilities
|
6,961
|
|
|
11,826
|
|
|
—
|
|
|
18,787
|
|
||||
Current contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Current portion of long-term debt
|
459,313
|
|
|
6,522
|
|
|
—
|
|
|
465,835
|
|
||||
Derivative warrant liability
|
4,298
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
||||
Total current liabilities
|
470,984
|
|
|
21,983
|
|
|
—
|
|
|
492,967
|
|
||||
Deferred income taxes
|
(71,645
|
)
|
|
72,140
|
|
|
—
|
|
|
495
|
|
||||
Long-term debt
|
—
|
|
|
5,956
|
|
|
—
|
|
|
5,956
|
|
||||
Long-term contingent consideration
|
—
|
|
|
8,500
|
|
|
—
|
|
|
8,500
|
|
||||
Other long-term liabilities
|
86,201
|
|
|
374,666
|
|
|
(457,115
|
)
|
|
3,752
|
|
||||
Total shareholders’ deficit
|
(169,066
|
)
|
|
(51,590
|
)
|
|
51,590
|
|
|
(169,066
|
)
|
||||
Total liabilities and shareholders’ deficit
|
$
|
316,474
|
|
|
$
|
431,655
|
|
|
$
|
(405,525
|
)
|
|
$
|
342,604
|
|
|
Predecessor
|
||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
95,883
|
|
|
$
|
—
|
|
|
$
|
95,883
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
—
|
|
|
81,010
|
|
|
—
|
|
|
81,010
|
|
||||
General and administrative expenses
|
15,074
|
|
|
7,478
|
|
|
—
|
|
|
22,552
|
|
||||
Depreciation and amortization
|
123
|
|
|
28,858
|
|
|
—
|
|
|
28,981
|
|
||||
Total costs and expenses
|
15,197
|
|
|
117,346
|
|
|
—
|
|
|
132,543
|
|
||||
Loss from operations
|
(15,197
|
)
|
|
(21,463
|
)
|
|
—
|
|
|
(36,660
|
)
|
||||
Interest expense, net
|
(22,333
|
)
|
|
(459
|
)
|
|
—
|
|
|
(22,792
|
)
|
||||
Other income, net
|
4,125
|
|
|
136
|
|
|
—
|
|
|
4,261
|
|
||||
Income (loss) from equity investments
|
101,462
|
|
|
(14
|
)
|
|
(101,462
|
)
|
|
(14
|
)
|
||||
Reorganization items, net
|
177,704
|
|
|
45,790
|
|
|
—
|
|
|
223,494
|
|
||||
Income (loss) from continuing operations before income taxes
|
245,761
|
|
|
23,990
|
|
|
(101,462
|
)
|
|
168,289
|
|
||||
Income tax (expense) benefit (a)
|
(77,150
|
)
|
|
77,472
|
|
|
—
|
|
|
322
|
|
||||
Income (loss) from continuing operations
|
168,611
|
|
|
101,462
|
|
|
(101,462
|
)
|
|
168,611
|
|
||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
168,611
|
|
|
$
|
101,462
|
|
|
$
|
(101,462
|
)
|
|
$
|
168,611
|
|
|
Predecessor
|
||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
152,176
|
|
|
$
|
—
|
|
|
$
|
152,176
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
—
|
|
|
129,624
|
|
|
—
|
|
|
129,624
|
|
||||
General and administrative expenses
|
25,479
|
|
|
11,534
|
|
|
—
|
|
|
37,013
|
|
||||
Depreciation and amortization
|
260
|
|
|
60,503
|
|
|
—
|
|
|
60,763
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
42,164
|
|
|
—
|
|
|
42,164
|
|
||||
Total costs and expenses
|
25,739
|
|
|
243,825
|
|
|
—
|
|
|
269,564
|
|
||||
Loss from operations
|
(25,739
|
)
|
|
(91,649
|
)
|
|
—
|
|
|
(117,388
|
)
|
||||
Interest expense, net
|
(53,541
|
)
|
|
(989
|
)
|
|
—
|
|
|
(54,530
|
)
|
||||
Other income, net
|
3,311
|
|
|
752
|
|
|
—
|
|
|
4,063
|
|
||||
Loss on extinguishment of debt
|
(674
|
)
|
|
—
|
|
|
—
|
|
|
(674
|
)
|
||||
(Loss) income from equity investments
|
(126,597
|
)
|
|
(32
|
)
|
|
128,344
|
|
|
1,715
|
|
||||
(Loss) income from continuing operations before income taxes
|
(203,240
|
)
|
|
(91,918
|
)
|
|
128,344
|
|
|
(166,814
|
)
|
||||
Income tax benefit (expense)
|
35,619
|
|
|
(36,426
|
)
|
|
—
|
|
|
(807
|
)
|
||||
(Loss) income from continuing operations
|
(167,621
|
)
|
|
(128,344
|
)
|
|
128,344
|
|
|
(167,621
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|
(1,235
|
)
|
||||
Net (loss) income
|
$
|
(168,856
|
)
|
|
$
|
(128,344
|
)
|
|
$
|
128,344
|
|
|
$
|
(168,856
|
)
|
|
Predecessor
|
||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
356,699
|
|
|
$
|
—
|
|
|
$
|
356,699
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expenses
|
—
|
|
|
279,881
|
|
|
—
|
|
|
279,881
|
|
||||
General and administrative expenses
|
23,006
|
|
|
16,321
|
|
|
—
|
|
|
39,327
|
|
||||
Depreciation and amortization
|
613
|
|
|
69,898
|
|
|
—
|
|
|
70,511
|
|
||||
Impairment of goodwill
|
—
|
|
|
104,721
|
|
|
—
|
|
|
104,721
|
|
||||
Other, net
|
393
|
|
|
6,705
|
|
|
—
|
|
|
7,098
|
|
||||
Total costs and expenses
|
24,012
|
|
|
477,526
|
|
|
—
|
|
|
501,538
|
|
||||
Loss from operations
|
(24,012
|
)
|
|
(120,827
|
)
|
|
—
|
|
|
(144,839
|
)
|
||||
Interest expense, net
|
(47,741
|
)
|
|
(1,453
|
)
|
|
—
|
|
|
(49,194
|
)
|
||||
Other income, net
|
—
|
|
|
958
|
|
|
—
|
|
|
958
|
|
||||
Loss on extinguishment of debt
|
(2,145
|
)
|
|
—
|
|
|
—
|
|
|
(2,145
|
)
|
||||
(Loss) income from equity investments
|
(130,855
|
)
|
|
(64
|
)
|
|
130,855
|
|
|
(64
|
)
|
||||
(Loss) income from continuing operations before income taxes
|
(204,753
|
)
|
|
(121,386
|
)
|
|
130,855
|
|
|
(195,284
|
)
|
||||
Income tax benefit (expense)
|
9,586
|
|
|
(9,469
|
)
|
|
—
|
|
|
117
|
|
||||
(Loss) income from continuing operations
|
(195,167
|
)
|
|
(130,855
|
)
|
|
130,855
|
|
|
(195,167
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
(287
|
)
|
||||
Net (loss) income
|
$
|
(195,454
|
)
|
|
$
|
(130,855
|
)
|
|
$
|
130,855
|
|
|
$
|
(195,454
|
)
|
|
Predecessor
|
||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Consolidated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
(18,672
|
)
|
|
(277
|
)
|
|
(18,949
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of property and equipment
|
—
|
|
|
3,083
|
|
|
3,083
|
|
|||
Purchase of property, plant and equipment
|
—
|
|
|
(3,149
|
)
|
|
(3,149
|
)
|
|||
Change in restricted cash
|
(5,666
|
)
|
|
(719
|
)
|
|
(6,385
|
)
|
|||
Net cash used in investing activities
|
(5,666
|
)
|
|
(785
|
)
|
|
(6,451
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from Predecessor revolving credit facility
|
106,785
|
|
|
—
|
|
|
106,785
|
|
|||
Payments on Predecessor revolving credit facility
|
(129,964
|
)
|
|
—
|
|
|
(129,964
|
)
|
|||
Proceeds from Predecessor term loan
|
15,700
|
|
|
—
|
|
|
15,700
|
|
|||
Proceeds from debtor in possession term loan
|
6,875
|
|
|
—
|
|
|
6,875
|
|
|||
Proceeds from Successor First and Second Lien Term Loans
|
36,053
|
|
|
—
|
|
|
36,053
|
|
|||
Payments for debt issuance costs
|
(1,053
|
)
|
|
—
|
|
|
(1,053
|
)
|
|||
Payments on vehicle financing and other financing activities
|
—
|
|
|
(2,797
|
)
|
|
(2,797
|
)
|
|||
Net cash provided by (used in) financing activities
|
34,396
|
|
|
(2,797
|
)
|
|
31,599
|
|
|||
Net increase (decrease) in cash
|
10,058
|
|
|
(3,859
|
)
|
|
6,199
|
|
|||
Cash and cash equivalents - beginning of year
|
913
|
|
|
81
|
|
|
994
|
|
|||
Cash and cash equivalents - end of year
|
$
|
10,971
|
|
|
$
|
(3,778
|
)
|
|
$
|
7,193
|
|
|
Predecessor
|
||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Consolidated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net cash (used in) provided by operating activities
|
(28,392
|
)
|
|
2,141
|
|
|
(26,251
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of property and equipment
|
27
|
|
|
10,669
|
|
|
10,696
|
|
|||
Purchase of property, plant and equipment
|
—
|
|
|
(3,826
|
)
|
|
(3,826
|
)
|
|||
Proceeds from the sale of UGSI
|
5,032
|
|
|
—
|
|
|
5,032
|
|
|||
Change in restricted cash
|
3,775
|
|
|
(945
|
)
|
|
2,830
|
|
|||
Net cash provided by investing activities
|
8,834
|
|
|
5,898
|
|
|
14,732
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Proceeds from Predecessor revolving credit facility
|
154,514
|
|
|
—
|
|
|
154,514
|
|
|||
Payments on Predecessor revolving credit facility
|
(233,667
|
)
|
|
—
|
|
|
(233,667
|
)
|
|||
Proceeds from Predecessor term loan
|
55,000
|
|
|
—
|
|
|
55,000
|
|
|||
Payments for debt issuance costs
|
(1,029
|
)
|
|
—
|
|
|
(1,029
|
)
|
|||
Issuance of Predecessor stock
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|||
Payments on vehicle financing and other financing activities
|
(7
|
)
|
|
(6,607
|
)
|
|
(6,614
|
)
|
|||
Net cash used in financing activities
|
(20,189
|
)
|
|
(6,607
|
)
|
|
(26,796
|
)
|
|||
Net (decrease) increase in cash
|
(39,747
|
)
|
|
1,432
|
|
|
(38,315
|
)
|
|||
Cash and cash equivalents - beginning of year
|
40,660
|
|
|
(1,351
|
)
|
|
39,309
|
|
|||
Cash and cash equivalents - end of year
|
$
|
913
|
|
|
$
|
81
|
|
|
$
|
994
|
|
|
Predecessor
|
||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Consolidated
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities from continuing operations
|
$
|
33,977
|
|
|
$
|
15,850
|
|
|
$
|
49,827
|
|
Net cash used in operating activities from discontinued operations
|
—
|
|
|
(708
|
)
|
|
(708
|
)
|
|||
Net cash provided by operating activities
|
33,977
|
|
|
15,142
|
|
|
49,119
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of TFI
|
78,897
|
|
|
—
|
|
|
78,897
|
|
|||
Proceeds from the sale of property and equipment
|
255
|
|
|
12,477
|
|
|
12,732
|
|
|||
Purchase of property, plant and equipment
|
—
|
|
|
(19,201
|
)
|
|
(19,201
|
)
|
|||
Change in restricted cash
|
(4,250
|
)
|
|
—
|
|
|
(4,250
|
)
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
74,902
|
|
|
(6,724
|
)
|
|
68,178
|
|
|||
Net cash used in investing activities from discontinued operations
|
—
|
|
|
(181
|
)
|
|
(181
|
)
|
|||
Net cash provided by (used in) investing activities
|
74,902
|
|
|
(6,905
|
)
|
|
67,997
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payments on Predecessor revolving credit facility
|
(81,647
|
)
|
|
—
|
|
|
(81,647
|
)
|
|||
Payments for debt issuance costs
|
(225
|
)
|
|
—
|
|
|
(225
|
)
|
|||
Payments on vehicle financing and other financing activities
|
(148
|
)
|
|
(11,098
|
)
|
|
(11,246
|
)
|
|||
Net cash used in financing activities from continuing operations
|
(82,020
|
)
|
|
(11,098
|
)
|
|
(93,118
|
)
|
|||
Net cash used in financing activities from discontinued operations
|
—
|
|
|
(105
|
)
|
|
(105
|
)
|
|||
Net cash used in financing activities
|
(82,020
|
)
|
|
(11,203
|
)
|
|
(93,223
|
)
|
|||
Net increase (decrease) in cash
|
26,859
|
|
|
(2,966
|
)
|
|
23,893
|
|
|||
Cash and cash equivalents - beginning of year
|
13,801
|
|
|
1,615
|
|
|
15,416
|
|
|||
Cash and cash equivalents - end of year
|
40,660
|
|
|
(1,351
|
)
|
|
39,309
|
|
|||
Less: cash and cash equivalents of discontinued operations - end of year
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents of continuing operations - end of year
|
$
|
40,660
|
|
|
$
|
(1,351
|
)
|
|
$
|
39,309
|
|
Name of Organization
|
|
State/Jurisdiction of Incorporation
|
Badlands Power Fuels, LLC
|
|
Delaware
|
Nuverra Rocky Mountain Pipeline, LLC
|
|
Delaware
|
Nuverra Total Solutions, LLC
|
|
Delaware
|
NES Water Solutions, LLC
|
|
Delaware
|
HEK Water Solutions, LLC
|
|
Delaware
|
Badlands Power Fuels, LLC
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North Dakota
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Landtech Enterprises, L.L.C.
|
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North Dakota
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Badlands Leasing, LLC
|
|
North Dakota
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Ideal Oilfield Disposal, LLC
|
|
North Dakota
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1960 Well Services, LLC
|
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Ohio
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Appalachian Water Services, LLC
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Pennsylvania
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Heckmann Water Resources Corporation
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Texas
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Heckmann Water Resources (CVR), Inc.
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Texas
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Heckmann Woods Cross, LLC
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|
Utah
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1.
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I have reviewed this report on Form 10-K of Nuverra Environmental Solutions, Inc.
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Charles K. Thompson
|
Name:
|
Charles K. Thompson
|
Title:
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Interim Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-K of Nuverra Environmental Solutions, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
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/s/ Edward A. Lang
|
Name:
|
Edward A. Lang
|
Title:
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 as amended; and
|
(2)
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Charles K. Thompson
|
|
By:
|
/s/ Edward A. Lang
|
Name:
|
Charles K. Thompson
|
|
Name:
|
Edward A. Lang
|
Title:
|
Interim Chief Executive Officer
(Principal Executive Officer)
|
|
Title:
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|