Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 000-55404
 
 
C&J Energy Services, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
81-4808566
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
3990 Rogerdale Rd.
Houston, Texas 77042
(Address of principal executive office)
(713) 325-6000
(Registrant’s telephone number, including area code)  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
¨

  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
ý  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨   No   ý
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ý     No   ¨
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding at November 8, 2017, was 63,242,600.

 



C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 

 
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



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Table of Contents

PART I – FINANCIAL INFORMATION
I TEM  1. F INANCIAL STATEMENTS
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
Successor
 
 
Predecessor
 
 
September 30, 2017
 
 
December 31, 2016
 
 
(Unaudited)
 
 
 
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
 
$
213,124

 
 
$
64,583

Accounts receivable, net of allowance of $3,491 at September 30, 2017 and $2,951 at December 31, 2016
 
342,023

 
 
137,084

Inventories, net
 
70,727

 
 
54,471

Prepaid and other current assets
 
33,519

 
 
37,611

Deferred tax assets
 
—

 
 
6,020

Total current assets
 
659,393

 
 
299,769

Property, plant and equipment, net of accumulated depreciation of $97,332 at September 30, 2017 and $683,189 at December 31, 2016
 
633,041

 
 
950,811

Other assets:
 
 
 
 
 
Intangible assets, net
 
53,675

 
 
76,057

Deferred financing costs
 
3,557

 
 
—

Other noncurrent assets
 
33,338

 
 
35,045

Total assets
 
$
1,383,004

 
 
$
1,361,682

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
 
$
128,026

 
 
$
74,382

Payroll and related costs
 
43,600

 
 
17,991

Accrued expenses
 
58,221

 
 
60,363

DIP Facility
 
—

 
 
25,000

Other current liabilities
 
853

 
 
2,980

Total current liabilities
 
230,700

 
 
180,716

Deferred tax liabilities
 
4,799

 
 
15,613

Other long-term liabilities
 
23,151

 
 
18,577

Total liabilities not subject to compromise
 
258,650

 
 
214,906

Liabilities subject to compromise
 
—

 
 
1,445,346

Commitments and contingencies
 
 
 
 
 
Stockholders' equity:
 
 
 
 
 
Predecessor common shares, par value of $0.01, 750,000,000 shares authorized, 119,529,942 issued and outstanding at December 31, 2016
 
—

 
 
1,195

Predecessor additional paid-in capital
 
—

 
 
1,009,426

Predecessor accumulated other comprehensive loss
 
—

 
 
(2,600
)
Successor common stock, par value of $0.01, 1,000,000,000 shares authorized, 63,255,162 issued and outstanding at September 30, 2017
 
633

 
 
—

Successor additional paid-in capital
 
1,159,418

 
 
—

Successor accumulated other comprehensive loss
 
(1,158
)
 
 
—

Retained deficit
 
(34,539
)
 
 
(1,306,591
)
Total stockholders' equity (deficit)
 
1,124,354

 
 
(298,570
)
Total liabilities and stockholders’ equity (deficit)
 
$
1,383,004

 
 
$
1,361,682

See accompanying notes to consolidated financial statements

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Table of Contents

C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
( In thousands, except per share data)
(Unaudited)
 
Successor
 
 
Predecessor
 
 
Three Months Ended September 30, 2017
 
 
Three Months Ended September 30, 2016
 
Revenue
$
442,652

 
 
$
232,537

 
Costs and expenses:
 
 
 
 
 
Direct costs
339,980

 
 
216,841

 
Selling, general and administrative expenses
59,639

 
 
48,825

 
Research and development
1,674

 
 
1,797

 
Depreciation and amortization
36,271

 
 
51,321

 
Gain (loss) on disposal of assets
(1,324
)
 
 
(694
)
 
Operating income (loss)
6,412

 
 
(85,553
)
 
Other income (expense):
 
 
 
 
 
Interest expense, net
(171
)
 
 
(8,158
)
 
Other income (expense), net
1,116

 
 
7,075

 
Total other income (expense)
945

 
 
(1,083
)
 
 
 
 
 
 
 
Income (loss) before reorganization items and income taxes

7,357

 
 
(86,636
)
 
Reorganization items
—

 
 
40,877

 
Income tax benefit
(3,127
)
 
 
(21,123
)
 
 
 
 
 
 
 
Net income (loss)
$
10,484

 
 
$
(106,390
)
 
Net income (loss) per common share:
 
 
 
 
 
Basic
$
0.17

 
 
$
(0.90
)
 
Diluted
$
0.17

 
 
$
(0.90
)
 
Weighted average common shares outstanding:
 
 
 
 
 
Basic
62,697

 
 
118,626

 
Diluted
62,704

 
 
118,626

 

See accompanying notes to consolidated financial statements


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Table of Contents

C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
( In thousands, except per share data)
(Unaudited)

 
Successor
 
 
Predecessor
 
Nine Months Ended September 30, 2017
 
 
On January 1, 2017
 
Nine Months Ended September 30, 2016
Revenue
$
1,146,989

 
 
$
—

 
$
727,320

Costs and expenses:
 
 
 
 
 
 
Direct costs
912,197

 
 
—

 
708,377

Selling, general and administrative expenses
182,896

 
 
—

 
182,205

Research and development
4,944

 
 
—

 
5,959

Depreciation and amortization
100,709

 
 
—

 
164,557

Impairment expense
—

 
 
—

 
430,406

(Gain) loss on disposal of assets
(10,517
)
 
 
—

 
4,220

Operating loss
(43,240
)
 
 
—

 
(768,404
)
Other income (expense):
 
 
 
 
 
 
Interest expense, net
(1,276
)
 
 
—

 
(155,559
)
Other income (expense), net
1,221

 
 
—

 
12,397

Total other income (expense)
(55
)
 
 
—

 
(143,162
)
 
 
 
 
 
 
 
Loss before reorganization items and income taxes
(43,295
)
 
 
—

 
(911,566
)
Reorganization items
—

 
 
(293,969
)
 
40,877

Income tax benefit
(8,756
)
 
 
(4,613
)
 
(126,522
)
 
 
 
 
 
 
 
Net income (loss)
$
(34,539
)
 
 
$
298,582

 
$
(825,921
)
Net income (loss) per common share:
 
 
 
 
 
 
Basic
$
(0.57
)
 
 
$
2.52

 
$
(6.99
)
Diluted
$
(0.57
)
 
 
$
2.52

 
$
(6.99
)
Weighted average common shares outstanding:
 
 
 
 
 
 
Basic
60,188

 
 
118,633

 
118,196

Diluted
60,188

 
 
118,633

 
118,196


See accompanying notes to consolidated financial statements



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Table of Contents

C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

 
Successor
 
 
Predecessor
 
 
Three Months Ended September 30, 2017
 
 
Three Months Ended September 30, 2016
 
Net income (loss)
$
10,484

 
 
$
(106,390
)
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
     Foreign currency translation loss, net of tax
(854
)
 
 
(288
)
 
Comprehensive income (loss)
$
9,630

 
 
$
(106,678
)
 

 
Successor
 
 
Predecessor
 
Nine Months Ended September 30, 2017
 
 
On
January 1, 2017
 
Nine Months Ended September 30, 2016
Net income (loss)
$
(34,539
)
 
 
$
298,582

 
$
(825,921
)
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
     Foreign currency translation gain (loss), net of tax
(1,158
)
 
 
—

 
1,735

Comprehensive income (loss)
$
(35,697
)
 
 
$
298,582

 
$
(824,186
)

See accompanying notes to consolidated financial statements

- 4 -
Table of Contents

C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Other
Comprehensive
Loss
 
Retained
Earnings (Deficit)
 
Total
 
 
Number of
Shares
 
Amount, at
$0.01 par 
value
 
Balance, December 31, 2015 (Predecessor)
 
120,420

 
$
1,204

 
$
997,766

 
$
(4,025
)
 
$
(362,302
)
 
$
632,643

Forfeitures of restricted shares
(576
)
 
(6
)
 
6

 
—

 
—

 
—

Employee tax withholding on restricted shares vesting
(314
)
 
(3
)
 
(494
)
 
—

 
—

 
(497
)
Tax effect of share-based compensation
—

 
—

 
(5,592
)
 
—

 
—

 
(5,592
)
Share-based compensation
—

 
—

 
17,740

 
—

 
—

 
17,740

Net loss
—

 
—

 
—

 
—

 
(944,289
)
 
(944,289
)
Foreign currency translation gain, net of tax
—

 
—

 
—

 
1,425

 
—

 
1,425

Balance, December 31, 2016 (Predecessor)
 
119,530

 
1,195

 
1,009,426

 
(2,600
)
 
(1,306,591
)
 
(298,570
)
Cancellation of Predecessor equity
 
(119,530
)
 
(1,195
)
 
(1,009,426
)
 
2,600

 
1,306,591

 
298,570

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of New Equity and New Warrants
 
40,000

 
400

 
725,464

 
—

 
—

 
725,864

Rights Offering
 
15,464

 
155

 
199,845

 
—

 
—

 
200,000

Balance, January 1, 2017 (Successor) *
 
55,464

 
555

 
925,309

 
—

 
—

 
925,864

Public offering of common stock, net of offering costs
 
7,050

 
71

 
215,849

 
—

 
—

 
215,920

Issuance of restricted stock, net of forfeitures
 
846

 
8

 
(8
)
 
—

 
—

 
—

Exercise of warrants
 
2

 
—

 
—

 
—

 
—

 
—

Employee tax withholding on restricted stock vesting
 
(107
)
 
(1
)
 
(3,841
)
 
—

 
—

 
(3,842
)
Share-based compensation
 
—

 
—

 
22,109

 
—

 
—

 
22,109

Net loss
 
—

 
—

 
—

 
—

 
(34,539
)
 
(34,539
)
Foreign currency translation loss, net of tax
 
—

 
—

 
—

 
(1,158
)
 
—

 
(1,158
)
Balance, September 30, 2017 (Successor) *
 
63,255

 
$
633

 
$
1,159,418

 
$
(1,158
)
 
$
(34,539
)
 
$
1,124,354

 
*
Unaudited
See accompanying notes to consolidated financial statements


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Table of Contents

C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Successor
 
 
Predecessor
 
 
Nine Months Ended September 30, 2017
 
 
On
January 1, 2017
 
Nine Months Ended September 30, 2016
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income (loss)
 
$
(34,539
)
 
 
$
298,582

 
$
(825,921
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
 
100,709

 
 
—

 
164,557

Impairment expense
 
—

 
 
—

 
430,406

Inventory write-down
 
—

 
 
—

 
13,399

Deferred income taxes
 
—

 
 
(4,613
)
 
(126,522
)
Provision for doubtful accounts
 
3,648

 
 
—

 
1,021

(Gain) loss on disposal of assets
 
(10,517
)
 
 
—

 
4,220

Share-based compensation expense
 
22,109

 
 
—

 
15,523

Amortization of deferred financing costs
 
430

 
 
—

 
49,318

Accretion of original issue discount
 
—

 
 
—

 
52,913

Reorganization items, net
 
—

 
 
(315,626
)
 
37,582

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
 
(207,907
)
 
 
—

 
125,911

Inventory
 
(20,441
)
 
 
—

 
7,624

Prepaid and other current assets
 
11,222

 
 
—

 
19,640

Accounts payable
 
45,018

 
 
—

 
(91,481
)
Payroll and related costs and accrued expenses
 
24,629

 
 
(1,436
)
 
43,780

Liabilities subject to compromise
 
—

 
 
(33,000
)
 
—

Other
 
4,805

 
 
—

 
(4,714
)
Net cash used in operating activities
 
(60,834
)
 
 
(56,093
)
 
(82,744
)
Cash flows from investing activities:
 
 
 
 
 
 
 
Purchases of and deposits on property, plant and equipment
 
(151,445
)
 
 
—

 
(44,606
)
Proceeds from disposal of property, plant and equipment and non-core service lines
 
36,741

 
 
—

 
30,775

Other payments related to non-core service lines
 
—

 
 
 
 
(1,827
)
Net cash used in investing activities
 
(114,704
)
 
 
—

 
(15,658
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from revolving debt
 
—

 
 
—

 
174,000

Payments on revolving debt and term loans
 
—

 
 
—

 
(13,250
)
Proceeds from DIP Facility
 
—

 
 
—

 
24,500

Payments on DIP Facility
 
—

 
 
(25,000
)
 
—

Payments of capital lease obligations
 
—

 
 
—

 
(2,171
)
Financing costs
 
(1,739
)
 
 
(2,248
)
 
(1,009
)
Proceeds from issuance of common stock, net of offering costs
 
215,920

 
 
200,000

 
—

Employee tax withholding on restricted stock vesting
 
(3,842
)
 
 
—

 
(409
)
Excess tax expense from share-based compensation
 
—

 
 
—

 
(5,592
)
Net cash provided by financing activities
 
210,339

 
 
172,752

 
176,069

Effect of exchange rate changes on cash
 
(2,919
)
 
 
—

 
(2,156
)
Net increase in cash and cash equivalents
 
31,882

 
 
116,659

 
75,511

Cash and cash equivalents, beginning of period
 
181,242

 
 
64,583

 
25,900

Cash and cash equivalents, end of period
 
$
213,124

 
 
$
181,242

 
$
101,411


See accompanying notes to consolidated financial statements

- 6 -


C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Organization, Nature of Business and Summary of Significant Accounting Policies
Organization and Nature of Business
C&J Energy Services, Inc., a Delaware corporation (the “Successor” and together with its consolidated subsidiaries for periods subsequent to the Plan Effective Date (as defined below), “C&J” or the “Company”), is a leading provider of well construction, well completion, well support and other complementary oilfield services to oil and gas exploration and production companies in North America. The Company offers a comprehensive, vertically-integrated suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumping, cementing, coiled tubing, directional drilling, rig services, fluids management and other support services. The Company is headquartered in Houston, Texas and operates in all active onshore basins in the continental United States and Western Canada.
C&J’s business was founded in Texas in 1997 as a partnership and converted to a Delaware corporation (“Old C&J”) in 2010 in connection with an initial public offering that was completed in 2011 with a listing on the New York Stock Exchange (“NYSE”) under the symbol “CJES.” In 2015, Old C&J combined with the completion and production services business (the “C&P Business”) of Nabors Industries Ltd. (“Nabors”) in a transaction (the “Nabors Merger”) that nearly tripled the Company’s size, significantly expanding the Company’s Completion Services businesses and adding the Well Support Services businesses to the Company’s service offerings. Upon the closing of the Nabors Merger, Old C&J became a subsidiary of C&J Energy Services Ltd., a Bermuda corporation (the “Predecessor” and together with its subsidiaries and for periods prior to the Plan Effective Date, the “Predecessor Companies,” or the “Company”), and shares of common stock of Old C&J were converted into common shares of the Predecessor on a 1-for-1 basis.
Due to the severe industry downturn, on July 20, 2016 (the "Petition Date"), certain of the Predecessor Companies filed voluntary petitions for reorganization seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court in the Southern District of Texas, Houston Division. Certain of the Predecessor Companies also commenced ancillary proceedings in Canada and a provisional liquidation proceeding in Bermuda (collectively, the "Chapter 11 Proceeding"). Throughout the Chapter 11 Proceeding, the Predecessor and certain of its direct and indirect subsidiaries (collectively, the "Debtors") continued operations and management of their assets in the ordinary course as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the United States Bankruptcy Code and orders of the Bankruptcy Court.
On January 6, 2017 (the "Plan Effective Date"), the Debtors substantially consummated their plan of reorganization (the "Restructuring Plan") and emerged from the Chapter 11 Proceeding. As part of the transactions undertaken pursuant to the Restructuring Plan, as of the Plan Effective Date, the Successor was formed, the Predecessor’s equity was canceled, the Predecessor transferred all of its assets and operations to the Successor and the Predecessor was subsequently dissolved. As a result, the Successor became the successor issuer to the Predecessor. See Note 2 - Chapter 11 Proceeding and Emergence for additional information, including definitions of capitalized defined terms, about the Chapter 11 Proceeding and emergence from the Chapter 11 Proceeding.
Contemporaneously with the commencement of the Chapter 11 Proceeding, trading in the Predecessor’s common stock was suspended and ultimately delisted from the NYSE. On April 12, 2017, the Successor completed an underwritten public offering of common stock, and its common stock began trading again on the NYSE under the symbol “CJ.”
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation . The accompanying consolidated financial statements have not been audited by the Company’s independent registered public accounting firm, except that the consolidated balance sheet at December 31, 2016 and the consolidated statement of changes in stockholders' equity as of December 31, 2016 , are derived from audited consolidated financial statements. In the opinion of management, all material adjustments, consisting of normal recurring adjustments, necessary for fair presentation have been included. These consolidated financial statements include all accounts of the Company. All significant intercompany transactions and accounts have been eliminated upon consolidation.
These consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for

- 7 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2016 , which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.
From the Petition Date through December 31, 2016, and on January 1, 2017 (the "Fresh Start Reporting Date"), the Company applied the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852 - Reorganizations , in preparing the consolidated financial statements. ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the Chapter 11 Proceeding from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that were realized or incurred in the Chapter 11 Proceeding were recorded in a reorganization line item on the consolidated statements of operations of the Predecessor. In addition, pre-petition obligations that management predicted might be impacted by the Chapter 11 Proceeding were classified on the balance sheet of the Predecessor in liabilities subject to compromise. These liabilities were reported at the amounts expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts.
Use of Estimates . The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Estimates are used in, but are not limited to, determining the following: allowance for doubtful accounts, valuation of long-lived assets and intangibles, useful lives used in depreciation and amortization, inventory reserves, income taxes, liabilities subject to compromise and estimated fair values of assets and liabilities under the provisions of ASC 852 fresh start accounting ("Fresh Start"). The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, or as additional information is obtained and as the Company’s operating environment changes.
Cash and Cash Equivalents . For purposes of the consolidated statement of cash flows, cash is defined as cash on-hand, demand deposits, and short-term investments with initial maturities of three months or less. The Company maintains its cash and cash equivalents in various financial institutions, which at times may exceed federally insured amounts. Management believes that this risk is not significant. Cash balances related to the Company's captive insurance subsidiaries, which totaled $12.8 million and $16.1 million at September 30, 2017 and December 31, 2016 , respectively, are included in cash and cash equivalents in the consolidated balance sheets, and the Company expects to use these cash balances to fund the operations of the captive insurance subsidiaries.

Accounts Receivable and Allowance for Doubtful Accounts . Accounts receivable are generally stated at the amount billed to customers. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Provisions for doubtful accounts are recorded when it is deemed probable that the customer will not make the required payments at either the contractual due dates or in the future.

Inventories . Inventories are carried at the lower of cost or net realizable value. Inventories for the Completion Services segment consist of finished goods, including equipment components, chemicals, proppants, supplies and materials for the segment’s operations. Inventories for the Other Services segment consisted of raw materials, work-in-process and finished goods, including equipment components, supplies and materials.
Consistent with FASB requirements under ASC 852 , an entity adopting fresh-start accounting may generally set new accounting policies for the successor independent of those followed by the predecessor. The entity emerging from bankruptcy typically is not required to demonstrate preferability for its new accounting policies, as the successor entity represents a new entity for financial reporting purposes.
During January 2017, the Company implemented a new computer system that provides financial reporting, inventory management and fixed asset management capabilities (the "new ERP system") to enhance functionality and to support the Company's existing and future operations. The new ERP system utilizes the weighted average cost flow method for determining inventory cost ("Weighted Average"), which replaced the first-in, first-out basis ("FIFO") method utilized by the Predecessor's legacy system. The Weighted Average and FIFO methods are both allowable under U.S. GAAP. As of the Fresh Start Reporting Date, the Company began utilizing the Weighted Average method for determining inventory cost. Inventory cost for the prior periods presented are still reflective of the FIFO method.

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Inventories consisted of the following (in thousands):
 
 
Successor
 
 
Predecessor
 
 
September 30, 2017
 
 
December 31, 2016
Raw materials
 
$
7,022

 
 
$
16,367

Work-in-process
 
873

 
 
5,022

Finished goods
 
65,200

 
 
38,091

Total inventory
 
73,095

 
 
59,480

Inventory reserve
 
(2,368
)
 
 
(5,009
)
Inventory, net
 
$
70,727

 
 
$
54,471


Property, Plant and Equipment . Property, plant and equipment (“PP&E”) expenditures are reported at cost less accumulated depreciation. Maintenance and repairs, which do not improve or extend the life of the related assets, are charged to expense when incurred. Refurbishments are capitalized when the value of the equipment is enhanced for an extended period. When property and equipment are sold or otherwise disposed, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operating income.
PP&E are evaluated on a quarterly basis to identify events or changes in circumstances (“triggering events”) that indicate the carrying value of certain PP&E may not be recoverable. PP&E are reviewed for impairment upon the occurrence of a triggering event. An impairment loss is recorded in the period in which it is determined that the carrying amount of PP&E is not recoverable. The determination of recoverability is made based upon the estimated undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets with such cash flows to be realized over the estimated remaining useful life of the primary asset within the asset group, excluding interest expense. The Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be at the service line level, which consists of the well services, fracturing, wireline, pumping, cementing, coiled tubing, directional drilling, artificial lift applications and data acquisition and control instruments provider service lines as well as the research and technology ("R&T") service line. If the estimated undiscounted future net cash flows for a given asset group is less than the carrying amount of the related assets, an impairment loss is determined by comparing the estimated fair value with the carrying value of the related assets. The impairment loss is then allocated across the asset group's major classifications.
The Company concluded that the sharp fall in commodity prices during the second half of 2014 constituted a triggering event that resulted in a significant slowdown in activity across the Company’s customer base, which in turn increased competition and put pressure on pricing for its services throughout 2015 and 2016. Although uncertainty as to the severity and extent of this downturn still exists, activity and pricing levels may decline again in future periods. As a result of the triggering event during the fourth quarter of 2014, PP&E recoverability testing was performed throughout 2015 and 2016 on the asset groups in each of the Company’s service lines. For the first nine months of 2016, the recoverability testing for the cementing, coiled tubing, directional drilling, artificial lift applications and international coiled tubing asset groups yielded an estimated undiscounted net cash flow that was less than the carrying amount of the related assets. The estimated fair value for each respective asset group was compared to its carrying value, and impairment expense of $61.1 million was recognized for the nine months ended September 30, 2016 and allocated across each respective asset group's major classification. The impairment charge was primarily related to underutilized equipment in the Completion Services and Other Services segments.  The fair value of these assets was based on the projected present value of future cash flows that these assets are expected to generate. Should industry conditions worsen, additional impairment charges may be required in future periods. No impairment expense was recorded for the nine months ended September 30, 2017 .
Goodwill and Definite-Lived Intangible Assets . Prior to December 31, 2016, the Company allocated goodwill across the Completion Services, Well Support Services and Other Services reporting units, all of which were consistent with the presentation of the Company’s three reportable segments as of December 31, 2016.
Judgment is used in assessing whether goodwill should be tested for impairment more frequently than annually. Factors such as unexpected adverse economic conditions, competition, market changes and other external events may require more frequent assessments. During the first quarter of 2016, commodity price levels remained depressed which materially and negatively impacted the Company's results of operations, and the significant declines in the Company's share price led to an interim period test for goodwill impairment. See Note 5 - Goodwill and Other Intangible Assets for further discussion on

- 9 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


impairment testing results .
Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting unit, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred.
Definite-lived intangible assets are amortized over their estimated useful lives. Along with PP&E, these intangibles are reviewed for impairment when a triggering event indicates that the asset may have a net book value in excess of recoverable value. In these cases, the Company performs a recoverability test on its PP&E and definite-lived intangible assets by comparing the estimated future net undiscounted cash flows expected to be generated from the use of these assets to the carrying amount of the assets for recoverability. If the estimated undiscounted cash flows exceed the carrying amount of the assets, an impairment does not exist and a loss will not be recognized. If the undiscounted cash flows are less than the carrying amount of the assets, the assets are not recoverable and the amount of impairment must be determined by fair valuing the assets.
For further discussion of the application of this accounting policy regarding impairments, please see Note 5 - Goodwill and Other Intangible Assets .
Deferred Financing Costs. Costs incurred to obtain term debt financing are presented on the balance sheet as a direct deduction from the carrying amount of the term debt, consistent with debt discounts, and accreted over the term of the loan using the effective interest method. Costs incurred to obtain revolver based financing are capitalized and presented on the balance sheet as other assets and amortized over the term of the loan using the effective interest method.
Revenue Recognition . All revenue is recognized when persuasive evidence of an arrangement exists, the service is complete or the equipment has been delivered to the customer, the amount is fixed or determinable and collectibility is reasonably assured, as follows:
Completion Services Segment
Fracturing Services Revenue. Through its fracturing service line, the Company provides fracturing services on a spot market basis or pursuant to contractual arrangements, such as term contracts and pricing agreements. Under either scenario, revenue is recognized and customers are invoiced upon the completion of each job, which can consist of one or more fracturing stages. Once a job has been completed to the customer’s satisfaction, a field ticket is written that includes charges for the services performed and the consumables (such as fluids and proppants) used during the course of service. The field ticket may also include charges for the mobilization and set-up of equipment, the personnel on the job, any additional equipment used on the job, and other miscellaneous consumables.
Rates for services performed on a spot market basis are based on an agreed-upon hourly spot market rate for a specified number of hours of service.
Pursuant to pricing agreements and other contractual arrangements that the Company may enter into from time to time, such as those associated with an award from a bid process, customers typically commit to targeted utilization levels based on a specified number of hours of service at agreed-upon pricing, but without termination penalties or obligations to pay for services not used by the customer. In addition, the agreed-upon pricing is typically subject to periodic review, as specifically defined in the agreement, and may be adjusted upon the agreement of both parties.
Casedhole Wireline & Pumping Services Revenue. Through its Casedhole Wireline & Pumping Services business, the Company provides cased-hole wireline, pumping, wireline logging, perforating, well site make-up and pressure testing and other complementary services, on a spot market basis. Jobs for these services are typically short-term in nature, lasting anywhere from a few hours to multiple days. The Company typically charges the customer for these services on a per job basis at agreed-upon spot market rates. Revenue is recognized based on a field ticket issued upon the completion of the job.
Well Construction & Intervention Services Revenue. Through its well construction and intervention services business, the Company provides cementing, coiled tubing and directional drilling services.

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


With respect to its cementing services, the Company provides these services on a spot market or project basis. Jobs for these services are typically short-term in nature and are generally completed in a few hours. The Company typically charges the customer for these services on a per job basis at agreed-upon spot market rates or agreed-upon job pricing for a particular project. Revenue is recognized and customers are invoiced upon the completion of each job. Once a job has been completed to the customer’s satisfaction, a field ticket is written that includes charges for the service performed and the consumables (such as blended bulk cement and chemical additives) used during the course of service.
With respect to its coiled tubing services, the Company provides a range of coiled tubing services primarily used for frac plug drill-out during completion operations and for well workover and maintenance, primarily on a spot market basis. Jobs for these services are typically short-term in nature, lasting anywhere from a few hours to multiple days. Revenue is recognized upon completion of each day’s work based upon a completed field ticket. The field ticket includes charges for the services performed and the consumables (such as stimulation fluids, nitrogen and coiled tubing materials) used during the course of service. The field ticket may also include charges for the mobilization and set-up of equipment, the personnel on the job, any additional equipment used on the job, and other miscellaneous consumables. The Company typically charges the customer for the services performed and resources provided on an hourly basis at agreed-upon spot market rates or pursuant to contractual arrangements such as term contracts and pricing agreements.
With respect to its directional drilling services, the Company provides these services on a spot market basis. Jobs for these services are typically short-term in nature, lasting anywhere from a few days to multiple weeks. The Company typically charges the customer for these services on a per day basis at agreed-upon spot market rates depending on the level of services required and the complexity of the job. Revenue is recognized and customers are invoiced upon the completion of each job. Once a job has been completed to the customer’s satisfaction, a field ticket is written that includes charges for the service performed.
Revenue from Materials Consumed While Performing Certain Completion Services. The Company generates revenue from consumables used during the course of providing services.
With respect to fracturing services, the Company generates revenue from the fluids, proppants and other materials that are consumed while performing a job. For services performed on a spot market basis, the required consumables are typically provided by the Company and the customer is billed for those consumables at cost plus an agreed-upon markup. For services performed on a contractual basis, when the consumables are provided by the Company, the customer typically is billed for those consumables at a negotiated contractual rate. When consumables are supplied by the customer, the Company typically charges handling fees based on the amount of consumables used.
Other Completion Services Revenue. The Company generates revenue from its R&T department, which is primarily engaged in the engineering and production of certain parts and components, such as perforating guns and addressable switches, which are used in the completion process. Revenue is recognized upon the completion, delivery and customer acceptance of each order of parts and components.
Well Support Services Segment
Rig Services Revenue. Through its rig service line, the Company provides workover and well servicing rigs that are primarily used for routine repair and maintenance of oil and gas wells, re-drilling operations and plugging and abandonment operations. These services are provided on an hourly basis at prices that approximate spot market rates. Revenue is recognized and a field ticket is generated upon the earliest of the completion of a job or at the end of each day. A rig services job can last anywhere from a few hours to multiple days depending on the type of work being performed. The field ticket includes the base hourly rate charge and, if applicable, charges for additional personnel or equipment not contemplated in the base hourly rate. The field ticket may also include charges for the mobilization and set-up of equipment,
Fluids Management Services Revenue. Through its fluids management service line, the Company primarily provides storage, transportation and disposal services for fluids used in the drilling, completion and workover of oil and gas wells. Rates for these services vary and can be on a per job, per hour or per load basis, or on the basis of quantities sold or disposed. Revenue is recognized upon the completion of each job or load, or delivered product, based on a completed field ticket.
Other Special Well Site Services Revenue. Through its other special well site service line, the Company primarily provides fishing, contract labor, and tool rental services for completion and workover of oil and gas wells. Rates for these

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


services vary and can be on a per job, per hour or on the basis of rental days per month. Revenue is recognized based on a field ticket issued upon the completion of each job or on a monthly billing for rental services provided.
With respect to its artificial lift applications, the Company generates revenue primarily from the sale of manufactured equipment and products. Revenue is recognized upon the completion, delivery and customer acceptance of each order.
Other Services Segment
Revenue within the Other Services Segment was generated from certain of the Company’s smaller, non-core service lines that were divested in 2016, such as the Company's specialty chemical business, equipment manufacturing and repair business and international coiled tubing operations in the Middle East. In line with the discontinuance of these small, ancillary service lines and divisions, subsequent to the year ended December 31, 2016, the Company is now disclosing only two reportable segments, and financial information for the Other Services reportable segment is only presented for the corresponding prior year period.
Share-Based Compensation . The Company’s share-based compensation plan provides the ability to grant equity awards to the Company’s employees, consultants and non-employee directors. As of September 30, 2017 , only nonqualified stock options and restricted stock had been granted under such plan. The Company values option grants based on the grant date fair value by using the Black-Scholes option-pricing model and values restricted stock grants based on the closing price of C&J’s common stock on the grant date. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period for the entire award. Further information regarding the Company’s share-based compensation arrangements and the related accounting treatment can be found in Note 6 - Share-Based Compensation .
Fair Value of Financial Instruments . The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The recorded values of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values given the short-term nature of these instruments.
Equity Method Investments . The Company has investments in joint ventures which are accounted for under the equity method of accounting as the Company has the ability to exercise significant influence over operating and financial policies of the joint venture. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings and losses of these investments. The Company eliminates all significant intercompany transactions, including the intercompany portion of transactions with equity method investees, from the consolidated financial results.
Income Taxes . The Company is subject to income and other similar taxes in all areas in which they operate. When recording income tax expense, certain estimates are required because: (a) income tax returns are generally filed months after the close of our annual accounting period; (b) tax returns are subject to audit by taxing authorities and audits can often take years to complete and settle; and (c) future events often impact the timing of when we recognize income tax expenses and benefits.
The Company accounts for income taxes utilizing the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized as income or expense in the period that includes the enactment date.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. In assessing the likelihood and extent that deferred tax assets will be realized, consideration is given to projected future taxable income and tax planning strategies. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that a portion or all of the deferred tax assets will not be realized.
The Company has federal, state and international net operating losses ("NOLs") carried forward from prior years that will expire in the years 2021 through 2036. After considering the scheduled reversal of deferred tax liabilities, projected

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


future taxable income, the potential limitation on use of NOLs under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code") and tax planning strategies, the Company established a valuation allowance due to the uncertainty regarding the ultimate realization of the deferred tax assets associated with its NOL carryforwards.
As a result of the Chapter 11 Proceeding, on the Plan Effective Date, the Company believes it experienced an ownership change for purposes of Section 382 of the Code because of its Restructuring Plan and that consequently its pre-change NOLs are subject to an annual limitation (See Note 2 - Chapter 11 Proceeding and Emergence for additional information, including definitions of capitalized defined terms, about the Chapter 11 Proceeding and emergence from the Chapter 11 Proceeding). The ownership change and resulting annual limitation on use of NOLs are not expected to result in the expiration of the Company's NOL carryforwards if it is able to generate sufficient future taxable income within the carryforward periods. However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized. Additionally, a subsequent ownership change may result in further limitation on the ability to utilize existing NOLs and other tax attributes, which could cause our pre-change NOL carryforwards to expire unused.
The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50.0% likely of being realized upon ultimate settlement with a taxing authority. Previously recognized uncertain tax positions are reversed in the first period in which it is more-likely-than-not that the tax position would be sustained upon examination. Income tax related interest and penalties, if applicable, are recorded as a component of the provision for income tax expense. For the nine months ended September 30, 2017 , the Company recorded an income tax benefit of $6.5 million related to a decrease in the estimate of the reserve for unrecognized tax benefits relating to uncertain tax positions. The decrease resulted from the effect of changes in the application of relevant withholding tax provisions under applicable local country treaties related to certain of the Company's foreign subsidiaries. As of September 30, 2017 , the Company has no uncertain tax positions.
Earnings (Loss) Per Share . Basic earnings (loss) per share is based on the weighted average number of shares of common stock outstanding during the applicable period and excludes shares subject to outstanding stock options and restricted stock. Diluted earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to outstanding stock options and restricted stock.

The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the applicable periods:
 
 
Successor
 
 
Predecessor
 
 
Three Months Ended September 30, 2017
 
 
Three Months Ended 
 September 30, 2016
 
 
(In thousands, except per
share amounts)
 
 
(In thousands, except per
share amounts)
Numerator:
 
 
 
 
 
Net income (loss) attributed to common stockholders
 
$
10,484

 
 
$
(106,390
)
Denominator:
 
 
 
 
 
Weighted average common shares outstanding
 
62,697

 
 
118,626

Effect of potentially dilutive common shares:
 
 
 
 
 
Stock options
 
—

 
 
—

Restricted shares
 
7

 
 
—

Weighted average common shares outstanding and assumed conversions
 
62,704

 

118,626

Income (loss) per common share:
 
 
 
 
 
Basic
 
$
0.17

 
 
$
(0.90
)
Diluted
 
$
0.17

 
 
$
(0.90
)


- 13 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
Successor
 
 
Predecessor
 
 
Nine Months Ended September 30, 2017
 
 
On
January 1, 2017
 
Nine Months Ended September 30, 2016
 
 
(In thousands, except per
share amounts)
 
 
(In thousands, except per
share amounts)
Numerator:
 
 
 
 
 
 
 
Net income (loss) attributed to common stockholders
 
$
(34,539
)
 
 
$
298,582

 
$
(825,921
)
Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
60,188

 
 
118,633

 
118,196

Effect of potentially dilutive common shares:
 
 
 
 
 
 
 
Stock options
 
—

 
 
—

 
—

Restricted shares
 
—

 
 
—

 
—

Weighted average common shares outstanding and assumed conversions
 
60,188

 
 
118,633

 
118,196

Income (loss) per common share:
 
 
 
 
 
 
 
Basic
 
$
(0.57
)
 
 
$
2.52

 
$
(6.99
)
Diluted
 
$
(0.57
)
 
 
$
2.52

 
$
(6.99
)
A summary of securities excluded from the computation of basic and diluted earnings (loss) per share is presented below for the applicable periods:
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2017
 
 
Three Months Ended 
 September 30, 2016
 
(In thousands)
 
 
(In thousands)
Basic earnings (loss) per share:
 
 
 
 
Restricted shares
563

 
 
970

Diluted earnings (loss) per share:
 
 
 
 
Anti-dilutive stock options
256

 
 
5,016

Anti-dilutive restricted shares
546

 
 
970

Potentially dilutive securities excluded as anti-dilutive
802

 
 
5,986


 
Successor
 
 
Predecessor
 
Nine Months Ended September 30, 2017
 
 
On
January 1, 2017
 
Nine Months Ended September 30, 2016
 
(In thousands)
 
 
(In thousands)
Basic earnings (loss) per share:
 
 
 
 
 
 
Restricted shares
479

 
 
898

 
1,732

Diluted earnings (loss) per share:
 
 
 
 
 
 
Anti-dilutive stock options
222

 
 
4,416

 
4,873

Anti-dilutive restricted shares
467

 
 
898

 
1,724

Potentially dilutive securities excluded as anti-dilutive
689

 
 
5,314

 
6,597


Recent Accounting Pronouncements . In May 2014, the FASB issued a comprehensive new revenue recognition standard, Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") that will supersede existing revenue recognition guidance under U.S. GAAP. In August 2015, the FASB issued an accounting standards update for a one-year deferral of the revenue recognition standard's effective date for all entities, which changed the effectiveness to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for the following transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. The Company will adopt this new accounting standard on January 1, 2018, and upon adoption, the Company will incorporate the modified retrospective approach as its transition method that will result in a cumulative effect adjustment as of January 1, 2018. The Company is currently determining the impacts of the new standard on its contract portfolio. The approach includes performing a detailed review of key contracts representative of the Company’s different service lines and comparing historical accounting policies and practices to the new standard. The Company’s services are primarily short-term in nature, and the assessment at this stage is that the Company does not expect the new revenue recognition standard will have a material impact on the consolidated financial statements upon adoption.
In July 2015, the FASB issued ASU No. 2015-11, S implifying the Measurement of Inventory ("ASU 2015-11"), which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. ASU 2015-11 is part of the FASB’s simplification initiative and applies to entities that measure inventory using a method other than last-in, first-out ("LIFO") or the retail inventory method. The Company adopted ASU 2015-11 on January 1, 2017 prospectively and the adoption had no effect on net income or cash flows.
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17”). ASU 2015-17 amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current on the balance sheet. The Company adopted ASU 2015-17 on January 1, 2017 prospectively and no prior periods have been restated to conform to the new presentation. The adoption had no effect on net income or cash flows.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU No. 2016-02 seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. Unlike current U.S. GAAP, which requires only capital leases to be recognized on the balance sheet, ASU No. 2016-02 will require both operating and finance leases to be recognized on the balance sheet. Additionally, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The amendments in ASU No. 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. The Company is currently evaluating the impact of adopting this new accounting standard on its results of operations and financial position.
June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends U.S. GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. The Company is currently evaluating the impact this standard will have on its results of operations and financial position.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires an entity to recognize the income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, when the transfer occurs. The ASU is effective for the interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, and early application is permitted. The Company is currently evaluating the impact of adopting this new accounting standard on its results of operations and financial position.
Note 2 - Chapter 11 Proceeding and Emergence
Overview
On July 8, 2016, the Debtors, including C&J Corporate Services (Bermuda) Ltd. (together with the Predecessor, the “Bermudian Entities”), C&J Energy Production Services-Canada Ltd. and Mobile Data Technologies Ltd. (together,

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


the “Canadian Entities”), entered into a Restructuring Support and Lock-Up Agreement (the “Restructuring Support Agreement”), with certain lenders (the “Supporting Lenders”) holding approximately 90.0% of the secured claims and interests arising under the Credit Agreement, dated as of March 24, 2015 (as amended and otherwise modified, the “Original Credit Agreement”). The Restructuring Support Agreement contemplated the implementation of a financial restructuring of the Company, including the elimination of all amounts owed under the Original Credit Agreement through a complete debt-to-equity conversion and a re-investment in the Company through an equity rights offering. This financial restructuring was effectuated through the Restructuring Plan under Chapter 11 of the Bankruptcy Code.
To implement the Restructuring Support Agreement, on July 20, 2016 (the “Petition Date”), the Debtors filed voluntary petitions for reorganization (the “Bankruptcy Petitions”) seeking relief under the provisions of Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court in the Southern District of Texas, Houston Division (the “Bankruptcy Court”), and also commenced ancillary proceedings in Canada on behalf of the Canadian Entities and a provisional liquidation proceeding in Bermuda on behalf of the Bermudian Entities. The Chapter 11 Proceeding was being administered under the caption “ In re: CJ Holding Co., et al., Case No. 16-33590 ”. Throughout the Chapter 11 Proceeding, the Debtors continued operations and management of their assets in the ordinary course as debtors-in-possession under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
In accordance with the Restructuring Support Agreement, the Debtors filed the Restructuring Plan and related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court on August 19, 2016, with a first amendment to the Restructuring Plan filed on September 28, 2016 and a second amendment filed on November 3, 2016. On November 4, 2016, the Bankruptcy Court approved the Disclosure Statement, finding that the Disclosure Statement contained adequate information as required by the Bankruptcy Code. The Debtors then launched a solicitation of acceptances of the Restructuring Plan, as required by the Bankruptcy Code. On December 16, 2016, an order confirming the Restructuring Plan was entered by the Bankruptcy Court. On the Plan Effective Date, the Debtors substantially consummated the Restructuring Plan and emerged from the Chapter 11 Proceeding. As part of the transactions undertaken pursuant to the Restructuring Plan, as of the Plan Effective Date, the Successor was formed, the Predecessor's equity was canceled, the Predecessor transferred all of its assets and operations to the Successor and the Predecessor was subsequently dissolved. As a result, the Successor became the successor issuer to the Predecessor.
The key terms of the restructuring included in the Restructuring Plan were as follows:
•
Debt-to-equity Conversion: As of the Plan Effective Date, the Supporting Lenders were issued new common equity (“New Equity”) in the Successor, as the ultimate parent company of the reorganized Debtors, and all of the existing shares of the Predecessor's common equity were canceled.
•
The Rights Offering, Backstop Commitment:  The Company offered its secured lenders the right to purchase New Equity in an amount of up to $200.0 million as part of the approved Restructuring Plan (the “Rights Offering”). Certain of the Supporting Lenders (the “Backstop Parties”) agreed to backstop the full amount pursuant to a Backstop Commitment Agreement, in exchange for a commitment premium of 5.0% of the $200.0 million committed amount payable in New Equity to the Backstop Parties (the “Backstop Fee”). The Rights Offering was consummated on the Plan Effective Date and the shares were issued at a price that reflects a discount of 20.0% to the Restructuring Plan value, which was $750.0 million.
•
DIP Facility: Certain of the Supporting Lenders (the “DIP Lenders”) provided a superpriority secured delayed draw term loan facility to the Predecessor in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). As further discussed below, on July 25, 2016, the Bankruptcy Court entered an order approving the Debtors’ entry into the DIP Facility on an interim basis, pending a final hearing. On July 29, 2016, the Debtors entered into a superpriority secured debtor-in-possession credit agreement, among the Debtors, the DIP Lenders and Cortland Capital Market Services LLC, as Administrative Agent (the “DIP Credit Agreement”), which set forth the terms and conditions of the DIP Facility. On September 25, 2016, the Bankruptcy Court entered a final order approving entry into the DIP Facility and DIP Credit Agreement. The Company repaid all amounts outstanding under the DIP Facility on the Plan Effective Date using proceeds from the Rights Offering.
•
The New Credit Facility:  The Successor and certain of its subsidiaries, as borrowers (the “Borrowers”), entered into a revolving credit and security agreement (the “New Credit Facility”) dated the Plan Effective

- 16 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Date with a maturity date of January 6, 2021, with PNC Bank, National Association, as administrative agent (the “Agent”). The Borrowers subsequently amended and restated the New Credit Facility in full pursuant to an amended and restated credit and security agreement (the “Amended Credit Facility”) dated May 4, 2017, with the Agent and the lenders party thereto. The Amended Credit Facility allows the Borrowers to incur revolving loans in an aggregate amount up to the lesser of $200.0 million and a borrowing base, which borrowing base is based upon the value of the Borrowers’ accounts receivable and inventory. The Amended Credit Facility also provides for the issuance of letters of credit, which would reduce borrowing capacity thereunder. The maturity date of the Amended Credit Facility is May 4, 2022.
•
The New Warrants:  As of the Plan Effective Date, the Company agreed to issue new seven-year warrants exercisable on a net-share settled basis into up to 6.0% of the New Equity at a strike price of $27.95 per warrant (the “New Warrants”). New Warrants representing up to 2.0% of the New Equity were issued to existing holders of Predecessor common equity as a result of such holders voting as a class to accept the Restructuring Plan, and the remaining New Warrants representing up to 4.0% of the New Equity were due to the representative for the Debtors' general unsecured creditors, and those New Warrants were issued to a third party who acquired them from the representative for the Debtors' general unsecured creditors.
•
Distributions:  The DIP Lenders received payment in full in cash on the Plan Effective Date from cash on hand and proceeds from the Rights Offering. The Supporting Lenders received all of the New Equity, subject to dilution on account of the Management Incentive Plan (as defined below), the Rights Offering, the Backstop Fee and the New Warrants, along with all of the subscription rights under the Rights Offering. Under the Restructuring Plan, mineral contractor claimants have or will be paid in full in the ordinary course of business. Additionally, subject to the terms of the Restructuring Plan, certain other unsecured claimants will share in a $33.0 million cash recovery pool, plus a portion of the New Warrants, as described above.
•
Management Incentive Plan: 10.0% of the New Equity was reserved for a management incentive program to be issued to management of the Company after the Plan Effective Date from time to time at the discretion of the board of the reorganized Company (the “Management Incentive Plan”). See Note 6 - Share Based Compensation for additional information regarding the Management Incentive Plan.
•
Governance: The board of the Successor was appointed by the Supporting Lenders and includes the Successor's Chief Executive Officer.
Liabilities Subject to Compromise
As of December 31, 2016, the Company had segregated liabilities and obligations whose treatment and satisfaction were dependent on the outcome of its reorganization under the Chapter 11 Proceeding and had classified these items as liabilities subject to compromise. Generally, all actions to enforce or otherwise effect repayment of pre-petition liabilities of the Debtors, as well as all pending litigation against the Debtors, were stayed while the Company was subject to the Chapter 11 Proceeding. Liabilities subject to compromise includes only those liabilities that are obligations of the Debtors and excludes the obligations of the Predecessor's non-debtor subsidiaries.
Principal and accrued interest owed to the Supporting Lenders as of the Petition Date were settled via the issuance of New Equity under the Restructuring Plan. Interest expense incurred subsequent to the Petition Date was not accrued since it was not treated as an allowed claim under the Restructuring Plan. For the year ended December 31, 2016, the Company did not accrue interest totaling $60.5 million under the Original Credit Agreement subsequent to the Petition Date.
As of December 31, 2016, the Company classified the entire principal balance of the Revolving Credit Facility, the Five-Year Term Loans and the Seven-Year Term Loans (see Note 4 - Debt for defined terms), as well as interest that was accrued but unpaid as of the Petition Date, as liabilities subject to compromise in accordance with ASC 852. The components of liabilities subject to compromise were as follows (in thousands):

- 17 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
 
December 31, 2016
Revolving Credit Facility
 
 
$
284,400

Five-Year Term Loans
 
 
569,250

Seven-Year Term Loans
 
 
480,150

Total debt subject to compromise
 
 
1,333,800

Accrued interest on debt subject to compromise
 
 
37,516

Accounts payable and other estimated allowed claims
 
 
60,780

Related party payables
 
 
13,250

Total liabilities subject to compromise
 
 
$
1,445,346

Reorganization Items
The Company classifies all income, expenses, gains or losses that were incurred or realized as a result of the Chapter 11 Proceeding as reorganization items in its consolidated statements of operations. In addition, the Company reports professional fees and related costs associated with and incurred during the Chapter 11 Proceeding as reorganization items. The components of reorganization items are as follows (in thousands):
 
On January 1, 2017
Gain on settlement of liabilities subject to compromise
$
666,399

Net loss on fresh start fair value adjustments
(358,557
)
Professional fees
(13,435
)
Vendor claims adjustment
(438
)
Total reorganization items
$
293,969

While the Company's emergence from bankruptcy is effectively complete, certain administrative activities will continue under the authority of the Bankruptcy Court for the next several months.
Note 3 - Fresh Start Accounting
The Company adopted Fresh Start accounting on the Plan Effective Date in connection with the Company's emergence from bankruptcy. Although the effective date of the Restructuring Plan was January 6, 2017, the Company accounted for the consummation of the Restructuring Plan as if it had occurred on the Fresh Start Reporting Date, January 1, 2017 and implemented Fresh Start reporting as of that date. The adoption of Fresh Start accounting resulted in a new reporting entity, the Successor, for financial reporting purposes. The presentation is analogous to that of a new business entity such that on the Plan Effective Date the Successor's consolidated financial statements reflect a new capital structure with no beginning retained earnings or deficit and a new basis in the identifiable assets and liabilities assumed which includes the elimination of Predecessor accumulated depreciation and accumulated amortization. Upon the Company's emergence from the Chapter 11 Proceeding, the Company qualified for and adopted Fresh Start accounting in accordance with the provisions set forth in ASC 852 based on the following two conditions: (i) holders of existing voting shares of the Predecessor immediately before the Plan Effective Date received less than 50.0% of the voting shares of the Successor and (ii) the reorganization value of the Successor was less than its post-petition liabilities and estimated allowed claims.
As part of Fresh Start accounting, the Company was required to determine the reorganization value of the Successor upon emergence from the Chapter 11 Proceeding. Reorganization value approximates the fair value of the entity, before considering liabilities, and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The fair value of the Successor's assets was determined with the assistance of a third-party valuation expert who used available comparable market data and quotations, discounted cash flow analysis, and other methods in determining the appropriate asset fair values. The reorganization value was allocated to the Company's individual assets based on their estimated fair values.
Enterprise value, which was used to derive reorganization value, represents the estimated fair value of an entity’s capital structure which generally consists of long term debt and stockholders’ equity. The Successor’s enterprise value was approved by the Bankruptcy Court in support of the Restructuring Plan and was not to exceed $750.0 million, which

- 18 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


represented the mid-point of a determined range of $600.0 million to $900.0 million. The Successor's enterprise value of $750.0 million was based upon $725.9 million of New Equity and New Warrants as approved by the Bankruptcy Court and $24.1 million of other liabilities that were not eliminated or discharged under the Restructuring Plan. The Successor's enterprise value was determined with the assistance of a separate third-party valuation expert who used available comparable market data and quotations, discounted cash flow analysis and other internal financial information and projections. This enterprise value combined with the Company’s Rights Offering was the basis for deriving equity value.  The Company’s estimates of fair value are inherently subject to significant uncertainties and contingencies beyond its control. Accordingly, there can be no assurance that the estimates, assumptions, valuations, appraisals and financial projections will be realized, and actual results could vary materially.  Moreover, the market value of the Company’s common stock subsequent to its emergence from bankruptcy may differ materially from the equity valuation derived for accounting purposes.
Machinery and Equipment
The fair value of machinery and equipment was estimated with the assistance of the third-party valuation expert, and the market approach, the cost approach, and the income approach were considered for each individual asset. The market approach and the cost approach were the primary approaches that were relied upon to value these assets. Although the income approach was not applied to value the machinery and equipment assets individually, the Company did consider the earnings of the reporting unit within which each of these assets reside. Because more than one approach was used to develop a valuation, the various approaches were reconciled to determine a final value conclusion.
Under the cost approach, the valuation estimate was based upon a determination of replacement cost new ("RCN"), reproduction cost new ("CRN"), or a combination of both. Once the RCN and CRN estimates were adjusted for physical and functional conditions, they were then compared to market data and other indications of value, where available, to confirm results obtained by the cost approach. Where direct RCN estimates were not available or deemed inappropriate, the CRN for machinery and equipment was estimated using the indirect, or trending, method in which percentage changes in applicable price indices were applied to historical costs to convert them into indications of current costs. To estimate the CRN amounts, inflation indices from established external sources were then applied to historical costs to estimate the CRN for each such asset.
The Company also developed a cost approach when market information was not available or a market approach was deemed inappropriate. In doing so, an indicated value was derived by deducting physical deterioration from the RCN or CRN of each identifiable asset. Physical deterioration is the loss in value or usefulness of a property due to the using up or expiration of its useful life caused by wear and tear, deterioration, exposure to various elements, physical stresses, and similar factors.
Under the market approach, the valuation estimate was based upon an analysis of recent sales transactions for comparable assets and took into account physical, functional and economic conditions. Where comparable sales transactions could not be reasonably obtained, the Company utilized the percent of cost technique under the market approach, which takes into consideration general sales, sales listings, and auction data for each major asset category. This information was then used in conjunction with each asset’s effective age to develop ratios between the sales price and RCN or CRN of similar asset types. A market-based depreciation curve was then developed and applied to asset categories where sufficient sales and auction information existed.
Economic obsolescence related to machinery and equipment was also considered and was applied to stacked and underutilized assets based upon the status of the asset. Economic obsolescence was also considered in situations in which the earnings of the applicable business segment in which the assets are employed suggest economic obsolescence. When penalizing assets for economic obsolescence, an additional economic obsolescence penalty was levied, while considering scrap value to be the floor value for an asset.
Land, Buildings and Leasehold Improvements
The fair value estimates of the real property assets were estimated with the assistance of the third-party valuation expert, and the market approach, the cost approach, and the income approach were considered for each of the Company's significant real property assets. The Company primarily relied upon the market and cost approaches.
In valuing the fee simple interest in the land, the Company utilized the sales comparison approach under the market approach. The sales comparison approach estimates value based upon the price in which other purchasers and sellers have agreed to transact for comparable properties. This approach is based on the principle of substitution, which states that the limits of prices, rents and rates tend to be set by the prevailing prices, rents and rates of equally desirable substitutes. In conducting the sales comparison approach, data was gathered on comparable properties and adjustments were made for factors including

- 19 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


market conditions, size, access/frontage, zoning, location, and conditions of sale. Greatest weight was typically given to the comparable sales in proximity and similar in size to each of the owned sites.
In valuing the fee simple interest in buildings and leasehold improvements, the Company utilized the direct and indirect methods of the cost approach. For the direct method cost approach analysis, the Company first had to determine the RCN. In order to estimate the RCN of the buildings and leasehold improvements, various factors were considered including building size, year built, number of stories, and the breakout of the space, property history, maintenance history, and insurable value costs. For the indirect method cost approach, the Company first had to estimate a CRN for leasehold improvements being valued via the indirect, or trending, method of the cost approach. To estimate the CRN amounts, the Company applied published inflation indices obtained from third-party sources to each asset’s historical cost to convert the known cost into an indication of current cost.
Once the RCN and CRN of the buildings and leasehold improvements was computed, the Company estimated an allowance for physical depreciation for the buildings and leasehold improvements based upon their respective age.
Intangible Assets
The financial information used to estimate the fair values of intangible assets was consistent with the information used in estimating the Company’s enterprise value. Tradenames were valued primarily utilizing the relief from royalty method of the income approach. Significant inputs and assumptions included remaining useful lives, the forecasted revenue streams, applicable royalty rates, tax rates, and applicable discount rates. Customer relationships were considered in the analysis, but based on the valuation under the excess earnings methodology, no value was attributed to customer relationships.
The following table reconciles the enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date (in thousands):
Enterprise value
 
$
750,000

 
Add: Cash and cash equivalents
 
181,242

 
Less: Emergence costs settled in cash post-emergence
 
(5,378
)
 
Fair value of New Equity and New Warrants, including Rights Offering
 
925,864

 
Less: Rights Offering proceeds
 
(200,000
)
 
Less: Fair value of New Warrants
 
(20,385
)
 
Fair value of Successor common stock, prior to Rights Offering
 
$
705,479

 
 
 
 
 
Shares outstanding on January 1, 2017, prior to Rights Offering shares
 
39,999,997

 
Per share value
 
$
17.64

 
The following table reconciles the enterprise value to the reorganization value of the Successor assets on the Effective Date (in thousands):
Enterprise value
 
$
750,000

 
Add: Cash and cash equivalents
 
181,242

 
Less: Emergence costs settled in cash post-emergence
 
(5,378
)
 
Add: Other current liabilities
 
165,501

 
Add: Other long-term liabilities and deferred tax liabilities
 
22,666

 
Reorganization value of Successor assets
 
$
1,114,031

 
The following table summarizes the impact of the reorganization and the Fresh Start accounting adjustments on the Company's consolidated balance sheet on the Fresh Start Reporting Date. The reorganization value has been allocated to the assets acquired based upon their estimated fair values, as shown below. The estimated fair values of certain assets and liabilities, including property, plant and equipment, other intangible assets, taxes (including uncertain tax positions), and contingencies required significant judgments and estimates (in thousands):


- 20 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
Predecessor
 
Reorganization Adjustments
 
Fresh Start Adjustments
 
Successor
 
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
  Cash and cash equivalents
 
$
64,583

 
$
116,659

(a)
$
—

 
$
181,242

  Accounts receivable
 
137,222

 
—

 
—

 
137,222

  Inventories, net
 
54,471

 
—

 
—

 
54,471

  Prepaid and other current assets
 
37,392

 
—

 
—

 
37,392

  Deferred tax assets
 
6,020

 
—

 
—

 
6,020

     Total current assets
 
299,688

 
116,659

 
—

 
416,347

Property, plant and equipment, net
 
950,811

 
—

 
(347,921
)
(h)
602,890

Other assets:
 
 
 
 
 
 
 
 
  Intangible assets, net
 
76,057

 
—

 
(15,657
)
(h)
60,400

  Deferred financing costs
 
—

 
2,248

(b)
—

 
2,248

  Other noncurrent assets
 
35,045

 
—

 
(2,899
)
(h)
32,146

Total assets
 
$
1,361,601

 
$
118,907

 
$
(366,477
)
 
$
1,114,031

LIABILITIES AND SHAREHOLDER'S EQUITY
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
  Accounts payable
 
$
75,193

 
$
16,848

(c)
$
—

 
$
92,041

  Payroll and related costs
 
18,287

 
—

 
—

 
18,287

  Accrued expenses
 
59,129

 
(5,985
)
(c)
—

 
53,144

  DIP Facility
 
25,000

 
(25,000
)
(d)
—

 
—

  Other current liabilities
 
3,026

 
—

 
(997
)
(i)
2,029

     Total current liabilities
 
180,635

 
(14,137
)
 
(997
)
 
165,501

Deferred tax liabilities
 
15,613

 
—

 
(4,613
)
(j)
11,000

Other long-term liabilities
 
18,577

 
—

 
(6,911
)
(i)
11,666

  Total liabilities not subject to compromise
 
214,825

 
(14,137
)
 
(12,521
)
 
188,167

Liabilities subject to compromise
 
1,445,346

 
(1,445,346
)
(e)
—

 
—

Commitments and contingencies
 
 
 
 
 
 
 
 
Shareholders' equity:
 
 
 
 
 
 
 
 
  Common stock
 
1,195

 
(640
)
(f)
—

 
555

     Additional paid-in capital
 
1,009,426

 
926,504

(f)
(1,010,621
)
(k)
925,309

     Accumulated other comprehensive loss
 
(2,600
)
 
—

 
2,600

(k)
—

     Retained earnings (deficit)
 
(1,306,591
)
 
652,526

(g)
654,065

(l)
—

  Total shareholders' equity (deficit)
 
(298,570
)
 
1,578,390

 
(353,956
)
(l)
925,864

Total liabilities and shareholders' equity
 
$
1,361,601

 
$
118,907

 
$
(366,477
)
 
$
1,114,031


Reorganization adjustments

(a) Represents the reorganization adjustment to cash and cash equivalents (in thousands):


- 21 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
 
 
Cash settlement of general unsecured and other reinstated claims
 
$
(33,898
)
 
Payment of professional fees and success fees paid
 
(21,657
)
 
Repayment of DIP Facility borrowing and accrued interest
 
(25,538
)
 
Proceeds from the Rights Offering
 
200,000

 
Payment of deferred financing costs related to the New Credit Facility
 
(2,248
)
 
Net impact to cash and cash equivalents
 
$
116,659

 

(b) Represents deferred loan costs associated with the closing of the New Credit Facility.

(c) Represents the reorganization adjustment to accounts payable and accrued expenses (in thousands):

Accounts payable:
 
 
 
Pre-petition liabilities related to contract cures, 503(b)(9) claims and critical vendors
 
$
16,848

 
 
 
 
 
Accrued expenses:
 
 
 
Settlement of professional fees
 
$
(10,135
)
 
Reinstate liability for acquisition holdback
 
4,100

 
Settlement of accrued interest related to the DIP Facility
 
(538
)
 
Other accrued expenses
 
588

 
Net impact to accrued expenses
 
$
(5,985
)
 

(d) Represents the repayment of the DIP Facility.

(e) Represents the settlement of liabilities subject to compromise in accordance with the Restructuring Plan (in thousands):
 
 
 
Fair value of Successor common stock
 
$
(705,479
)
Fair value of New Warrants issued per the Restructuring Plan
 
(20,385
)
Fair value of reinstated accounts payable and accrued liabilities to be settled in cash
 
(20,083
)
General unsecured creditor claims settled in cash
 
(33,000
)
Gain on settlement of liabilities subject to compromise
 
(666,399
)
Net impact to liabilities subject to compromise
 
$
(1,445,346
)

(f) Represents the reorganization adjustments to common stock and additional paid in capital (in thousands):

 
 
 
Common stock:
 
 
Cancellation of Predecessor common shares
 
$
(1,195
)
Issuance of Successor common stock
 
555

Net impact to common stock
 
$
(640
)
 
 
 
Additional paid in capital:
 
 
Fair value of Successor common stock
 
$
705,479

Fair value of New Warrants issued per the Restructuring Plan
 
20,385

Proceeds from the Rights Offering
 
200,000

Cancellation of Predecessor common shares
 
1,195

Issuance of Successor common stock
 
(555
)
Net impact to additional paid in capital
 
$
926,504



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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)



(g) Represents the reorganization adjustments to retained deficit (in thousands):
 
 
 
 
Gain on settlement of liabilities subject to compromise
 
$
666,399

 
Accrual of success fee
 
(13,435
)
 
Adjustment for other expenses
 
(438
)
 
Net impact to retained deficit
 
$
652,526

 

Fresh Start adjustments

(h) Represents the Fresh Start accounting adjustments based upon the individual asset fair values.

(i) Represents the accelerated recognition of deferred gain balances of the Predecessor.

(j) Represents the tax effect of the above Fresh Start accounting adjustments.

(k) Represents the adjustment to Predecessor additional paid-in capital as a result of the elimination of Predecessor retained deficit and accumulated other comprehensive loss in accordance with ASC 852 .

(l) Represents the income statement impacts of the revaluation loss of $354.0 million, after tax, and the elimination of the resulting retained deficit balance in accordance with ASC 852.
Note 4 - Debt

Debt consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands):
 
 
Successor
 
 
Predecessor
 
 
September 30, 2017
 
 
December 31, 2016
Revolving Credit Facility
 
$
—

 
 
$
284,400

Five-Year Term Loans
 
—

 
 
569,250

Seven-Year Term Loans
 
—

 
 
480,150

Total debt
 
—

 
 
1,333,800

Less: liabilities subject to compromise
 
—

 
 
(1,333,800
)
Long-term debt
 
$
—

 
 
$
—

 
 
 
 
 
 
DIP Facility
 
$
—

 
 
$
25,000

 
 
 
 
 
 
Amended Credit Facility
 
$
—

 
 
$
—

On July 20, 2016, the Debtors filed Bankruptcy Petitions in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code under the caption “ In re: CJ Holding Co., et al., Case No. 16-33590 .” The filing of the Bankruptcy Petitions constituted an event of default with respect to the Original Credit Agreement. As a result, the Company’s pre-petition secured indebtedness under the Original Credit Agreement became immediately due and payable and any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Proceeding. As of December 31, 2016, $1.3 billion of debt under the Original Credit Agreement was classified as liabilities subject to compromise.
Additional information regarding the Chapter 11 Proceeding is included in Note 2 - Chapter 11 Proceeding and Emergence .
Amended Credit Facility

- 23 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


On January 6, 2017, in connection with the emergence from bankruptcy, the Company entered into the New Credit Facility, and subsequently on May 4, 2017, entered into the Amended Credit Facility.
The Amended Credit Facility allows the Borrowers, to incur revolving loans in an aggregate amount up to the lesser of $200.0 million and a borrowing base, which borrowing base is based upon the value of the Borrowers’ accounts receivable and inventory, subject to eligibility criteria and customary reserves which may be modified in the Agent’s permitted discretion. The Amended Credit Facility also provides for the issuance of letters of credit, which would further reduce borrowing capacity thereunder. The maturity date of the Amended Credit Facility is May 4, 2022.
If at any time the amount of loans and other extensions of credit outstanding under the Amended Credit Facility exceed the borrowing base, the Borrowers may be required, among other things, to prepay outstanding loans immediately.
The Borrowers’ obligations under the Amended Credit Facility are secured by liens on a substantial portion of the Borrowers’ personal property, subject to certain exclusions and limitations. Upon the occurrence of certain events, additional collateral, including a portion of the Borrowers’ real properties, may also be required to be pledged. Each of the Borrowers is jointly and severally liable for the obligations of the other Borrowers under the Amended Credit Facility.
At the Borrowers’ election, interest on borrowings under the Amended Credit Facility will be determined by reference to either LIBOR plus an applicable margin of 2.0% or an “alternate base rate” plus an applicable margin of 1.0%. Beginning after the fiscal month ending on or about September 30, 2017, these margins will be subject to a monthly step-up of 0.25% in the event that average excess availability under the Amended Credit Facility is less than 37.5% of the total commitment, and a monthly step-down of 0.25% in the event that average excess availability under the Amended Credit Facility is equal to or greater than 62.5% of the total commitment. Interest will be payable quarterly for loans bearing interest based on the alternative base rate and on the last day of the interest period applicable to LIBOR-based loans. The Borrowers will also be required to pay a fee on the unused portion of the Amended Credit Facility equal to (i) 0.75% in the event that utilization is less than 25.0% of the total commitment, (ii) 0.50% in the event utilization is equal to or greater than 25% of the total commitment but less than 50% of the total commitment and (iii) 0.375% in the event that utilization is equal to or greater than 50% of the total commitment.
The Amended Credit Facility contains covenants that limit the Borrowers’ and their subsidiaries’ ability to incur additional indebtedness, grant liens, make loans or investments, make distributions, merge into or consolidate with other persons, make capital expenditures or engage in certain asset dispositions including a sale of all or substantially all of the Company’s assets.
The Amended Credit Facility also contains a financial covenant that requires the Company to maintain a monthly minimum fixed charge coverage ratio of 1.0:1.0 if, as of any month-end, liquidity is less than $40.0 million.
The fixed charge coverage ratio is generally defined in the Amended Credit Facility as the ratio of (i) EBITDA minus certain capital expenditures and cash taxes paid to (ii) the sum of cash interest expenses, scheduled principal payments on borrowed money and certain distributions.
As of September 30, 2017 , the Company was in compliance with all financial covenants.
DIP Facility
On July 29, 2016, the Predecessor entered into the DIP Credit Agreement with the other Debtors, the DIP Lenders and Cortland Capital Market Services LLC, as administrative agent.
The borrowers under the DIP Facility were the Predecessor and CJ Holding Co. All obligations under the DIP Facility were guaranteed by the Company’s subsidiaries that were debtors in the Bankruptcy cases. Borrowings under the DIP Credit Agreement were generally secured by superpriority priming liens on substantially all of the assets of the borrowers and guarantors.
Amounts outstanding under the DIP Facility bore interest based on, at the option of the borrower, LIBOR or an alternative base rate, plus an applicable margin equal to 9.0% in the case of LIBOR loans and 8.0% in the case of base rate loans. The alternative base rate was equal to the highest of (i) the published ‘prime rate’, (ii) the Federal Funds Effective Rate (as defined in the DIP Credit Agreement) plus 0.5% and (iii) LIBOR plus 1.0%. The DIP Facility also required that the

- 24 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Company pay various fees to the DIP Lenders, including a commitment fee equal to 5.0% of the unused commitments thereunder. The DIP Facility was scheduled to mature on March 31, 2017.
In accordance with the Restructuring Plan, on the Plan Effective Date, the Company repaid all amounts outstanding under the DIP Facility with the proceeds from the Rights Offering and the DIP Facility was canceled and discharged.
Predecessor Credit Agreements
On March 24, 2015, in connection with the closing of the Nabors Merger, the Predecessor entered into the Original Credit Agreement. The Original Credit Agreement provided for senior secured credit facilities in an aggregate principal amount of $1.66 billion, consisting of (i) a revolving credit facility (“Revolving Credit Facility” or the “Revolver”) in the aggregate principal amount of $600.0 million and (ii) a term loan B facility (“Term Loan B Facility”) in the aggregate principal amount of $1.06 billion. The Company simultaneously repaid all amounts outstanding and terminated Old C&J’s prior credit agreement; no penalties were due in connection with such repayment and termination. All obligations under the Original Credit Agreement were guaranteed by the Predecessor’s wholly-owned domestic subsidiaries, other than immaterial subsidiaries.
On September 29, 2015, the Company obtained and the Predecessor entered into a waiver and amendments to the Original Credit Agreement, which, among other things, suspended certain financial covenants set forth in the Original Credit Agreement. The suspension of these financial covenants commenced with the fiscal quarter ending September 30, 2015 and would have lasted through the fiscal quarter ending June 30, 2017.
On May 10, 2016, the Company obtained a temporary limited waiver agreement from certain of the lenders pursuant to which, effective as of March 31, 2016, such lenders agreed to not consider a breach of the Minimum Cumulative Consolidated EBITDA (as defined in the Original Credit Agreement) covenant measured as of March 31, 2016 an event of default through May 31, 2016.
On May 31, 2016, the Company obtained and the Predecessor entered into the Forbearance Agreement with certain of the lenders pursuant to which, among other things, such lenders agreed not to pursue default remedies against the Company with respect to its breach of the Minimum Cumulative Consolidated EBITDA covenant or certain specified payment defaults.
On June 30, 2016, this forbearance was extended through July 17, 2016 pursuant to the Second Forbearance Agreement, and prior to the termination of the Second Forbearance Agreement, this forbearance period was once again extended through July 20, 2016. The Second Forbearance Agreement provided that the forbearance would terminate upon the occurrence of certain events, including the failure of the Predecessor to enter into the Restructuring Support Agreement on or prior to July 8, 2016. On July 8, 2016, the Predecessor entered into the Restructuring Support Agreement with the Supporting Lenders. The Restructuring Support Agreement contemplated the implementation of a restructuring of the Company through a debt-to-equity conversion and Rights Offering, which transaction was effectuated through the Restructuring Plan.
On July 20, 2016, the Debtors filed Bankruptcy Petitions in the Bankruptcy Court seeking relief under Chapter 11. Additional information, including definitions of capitalized defined terms, regarding the Chapter 11 Proceeding is included in Note 2 - Chapter 11 Proceeding and Emergence .
Revolving Credit Facility
The Revolver was scheduled to mature on March 24, 2020 (except that if any Five-Year Term Loans (as defined herein) had not been repaid prior to September 24, 2019, the Revolver was scheduled to mature on September 24, 2019). Borrowings under the Revolver were non-amortizing. Amounts outstanding under the Revolver bore interest based on, at the option of the borrower, LIBOR or an alternative base rate, plus an applicable margin determined pursuant to a pricing grid based on the ratio of consolidated total indebtedness of C&J and its subsidiaries to Consolidated EBITDA of C&J and its subsidiaries for the most recent four fiscal quarter period for which financial statements are available.
On July 20, 2016, the Debtors filed the Bankruptcy Petitions which constituted an event of default under the Original Credit Agreement and accelerated the Revolver and Term Loan B Facility indebtedness to become immediately due and payable. On the Plan Effective Date, pursuant to the Restructuring Support Agreement entered into on July 8, 2016, holders of the Revolver and Term Loan B Facility received their pro rata share of 100.0% of the New Equity in the Successor, subject to dilution from the issuance of New Equity on account of the Management Incentive Plan, the Rights Offering, the Backstop Fee and the New Warrants as discussed further in Note 2 - Chapter 11 Proceeding and Emergence .

- 25 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Term Loan B Facility
Borrowings under the Term Loan B Facility were comprised of two tranches: a tranche consisting of $575.0 million in aggregate principal amount of term loans maturing on March 24, 2020 (the “Five-Year Term Loans”) and a tranche consisting of a $485.0 million in aggregate principal amount of term loans maturing on March 24, 2022 (the “Seven-Year Term Loans”). The Company was required to make quarterly amortization payments in an amount equal to 1.0%, with the remaining balance payable on the applicable maturity date. As of December 31, 2016, the Company had borrowings outstanding under the Five-Year Term Loans and the Seven-Year Term Loans of $569.3 million and $480.2 million, respectively.
Five-Year Term Loans outstanding under the Term Loan B Facility bore interest based on, at the option of the Company, (i) LIBOR subject to a floor of 1.0%, plus a margin of 5.5%, or (ii) an alternative base rate, plus a margin of 4.5%. Seven-Year Term Loans outstanding under the Term Loan B Facility bore interest based on, at the option of the Company, (i) LIBOR subject to a floor of 1.0%, plus a margin of 6.25%, or (ii) an alternative base rate, plus a margin of 5.25%.
The alternative base rate was equal to the highest of (i) the administrative agent’s prime rate, (ii) the Federal Funds Effective Rate plus 0.5%, or (iii) LIBOR plus 1.0%.
On July 20, 2016, the Debtors filed the Bankruptcy Petitions which constituted an event of default under the Original Credit Agreement and accelerated the Term Loan B Facility indebtedness to become immediately due and payable; however, any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Proceeding. On the Plan Effective Date, pursuant to the Restructuring Support Agreement entered into on July 8, 2016, holders of the Term Loan B Facility debt received their pro rata share of 100.0% of the New Equity in the Successor, subject to dilution from the issuance of New Equity on account of the Management Incentive Plan, the Rights Offering, the Backstop Fee and the New Warrants as discussed further in Note 2 - Chapter 11 Proceeding and Emergence .

Interest Expense
As of June 30, 2016, based on the negotiations between the Company and the lenders, it became evident that the restructuring of the Company's capital structure would not include a restructuring of the Company's Revolving Credit Facility, the Five-Year Term Loans and the Seven-Year Term Loans, and these debt obligations, as demand obligations, would not be paid in the ordinary course of business over the term of these loans. As a result, during the second quarter of 2016, the Company accelerated the amortization of the associated original issue discount and deferred financing costs, fully amortizing these amounts as of June 30, 2016. For the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor), interest expense consisted of the following (in thousands):
 
Successor
 
 
Predecessor
 
Three Months Ended September 30, 2017
 
 
Three Months Ended September 30, 2016
 
 
 
 
 
Amended Credit Facility
$
452

 
 
$
—

DIP Facility
—

 
 
438

Original Credit Agreement
—

 
 
7,380

Capital leases
157

 
 
380

Amortization of deferred financing costs
124

 
 
—

Interest income and other
(562
)
 
 
(40
)
Interest expense, net
$
171

 
 
$
8,158


- 26 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
Successor
 
 
Predecessor
 
Nine Months Ended September 30, 2017
 
 
Nine Months Ended September 30, 2016
 
 
 
 
 
Amended Credit Facility
$
1,328

 
 
$
—

DIP Facility
—

 
 
438

Credit Agreements
—

 
 
53,595

Capital leases
471

 
 
950

Accretion of original issue discount
—

 
 
4,192

Amortization of deferred financing costs
430

 
 
4,589

Original issue discount accelerated amortization
—

 
 
48,221

Deferred financing costs accelerated amortization
—

 
 
43,720

Interest income and other
(953
)
 
 
(146
)
Interest expense, net
$
1,276

 
 
$
155,559

Note 5 - Goodwill and Other Intangible Assets
During the first quarter of 2016, utilization and commodity price levels continued to fall towards unprecedented levels and the resulting negative impact on the Company’s results of operations, coupled with the sustained decrease in the Company’s stock price, were deemed triggering events that led to an interim period test for goodwill impairment. The Company chose to bypass a qualitative approach and instead opted to employ the detailed Step 1 impairment testing methodologies discussed below.
Income approach
The income approach impairment testing methodology is based on a discounted cash flow model, which utilizes present values of cash flows to estimate fair value. For the Completion Services and Well Support Services reporting units, the future cash flows were projected based on estimates of projected revenue growth, fleet and rig count, utilization, gross profit rates, selling, general and administrative ("SG&A") rates, working capital fluctuations, and capital expenditures. For the Other Services reporting unit, the future cash flows were projected based primarily on estimates of future demand for manufactured and refurbished equipment as well as parts and service, gross profit rates, SG&A expenses rates, working capital fluctuations, and capital expenditures. Forecasted cash flows for the three reporting units took into account known market conditions as of March 31, 2016, and management’s anticipated business outlook, both of which had been impacted by the sustained decline in commodity prices.
A terminal period was used to reflect an estimate of stable, perpetual growth. The terminal period reflects a terminal growth rate of 2.5% for all three reporting units, including an estimated inflation factor.
The future cash flows were discounted using a market-participant risk-adjusted weighted average cost of capital of 14.5% for Completion Services, 14.0% for Well Support Services, and 16.0% for Other Services reporting units. These assumptions were derived from unobservable inputs and reflect management’s judgments and assumptions.
Market approach
The market approach impairment testing methodology is based upon the guideline public company method. The application of the guideline public company method was based upon selected public companies operating within the same industry as the Company. Based on this set of comparable competitor data, price-to-earnings multiples were derived and a range of price-to-earnings multiples was determined for each reporting unit. Selected market multiples were 10.6x for Completion Services, 10.5x for Well Support Services and 11.0x for Other Services reporting units.
The fair value determined under the market approach is sensitive to these market multiples, and a decline in any of the multiples could reduce the estimated fair value of any of the three reporting units below their respective carrying values. Earnings estimates were derived from unobservable inputs that require significant estimates, judgments and assumptions as described in the income approach.

- 27 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


The estimated fair value determined under the income approach was consistent with the estimated fair value determined under the market approach. The concluded fair value for the Completion Services and Well Support Services reporting units consisted of a weighted average, with an 80.0% weight under the income approach and a 20.0% weight under the market approach. The concluded fair value for the Other Services reporting unit consisted of a weighted average with a 50.0% weight under the income approach and a 50.0% weight under the market approach.
The results of the Step 1 impairment testing indicated potential impairment in the Well Support Services reporting unit. The goodwill associated with both the Completion Services and Other Services reporting units was completely impaired during the third quarter of 2015. As a way to validate the estimated reporting unit fair values, the total market capitalization of the Company was compared to the total estimated fair value of all reporting units, and an implied control premium was derived. Market data in support of the implied control premium was used in this reconciliation to corroborate the estimated reporting unit fair values.
Step 2 of the goodwill impairment testing for the Well Support Services reporting units was performed during the first quarter of 2016, and the results concluded that there was no value remaining to be allocated to the goodwill associated with this reporting unit. As a result, the Company recognized impairment expense of $314.8 million during the first quarter of 2016.
As of September 30, 2017 and December 31, 2016, there was no goodwill remaining to be allocated across the Company's reporting units.
Definite-Lived Intangible Assets
The Company reviews definite-lived intangible assets, along with PP&E, for impairment when a triggering event indicates that the asset may have a net book value in excess of recoverable value. During 2016, management determined the sustained low commodity price levels coupled with the sustained decrease in the Company’s share price were deemed triggering events that provided indicators that its definite-lived intangible assets may be impaired. The Company performed a recoverability test on all of its definite-lived intangible assets and PP&E by comparing the estimated future net undiscounted cash flows expected to be generated from the use of these assets to the carrying amounts of the assets for recoverability. If the estimated undiscounted cash flows exceed the carrying amount of the assets, an impairment does not exist and a loss will not be recognized. If the undiscounted cash flows are less than the carrying amount of the assets, the assets are not recoverable and the amount of impairment must be determined by fair valuing the assets.
Recoverability testing through the six months ended June 30, 2016 resulted in the determination that certain intangible assets associated with the Company’s wireline and artificial lift lines of business were not recoverable. The fair value of the wireline and artificial lift intangible assets was determined to be approximately $38.2 million and zero, respectively, resulting in impairment expense of $50.4 million and $4.6 million, respectively.
The changes in the carrying amounts of other intangible assets for the nine months ended September 30, 2017 are as follows (in thousands):
      
 
 
 
 
Predecessor
 
 
Successor
 
 
Amortization
Period
 
December 31, 2016
 
Fresh Start Adjustments
 
 
On
January 1, 2017
 
Amortization Expense
 
Divestiture
 
September 30, 2017
Customer relationships
 
8-15 years
 
$
80,826

 
$
(80,826
)
 
 
$
—

 
$
—

 
$
—

 
$
—

Trade name
 
10-15 years
 
29,994

 
26,506

 
 
56,500

 
—

 
—

 
56,500

Developed technology
 
5-15 years
 
21,516

 
(17,616
)
 
 
3,900

 
—

 
(3,900
)
 
—

Non-compete
 
4-5 years
 
2,600

 
(2,600
)
 
 
—

 
—

 
—

 
—

Patents
 
10 years
 
35

 
(35
)
 
 
—

 
—

 
—

 
—

 
 
 
 
134,971

 
(74,571
)
 
 
60,400

 
—

 
(3,900
)
 
56,500

Less: accumulated amortization
 
 
 
(58,914
)
 
58,914

 
 
—

 
(2,825
)
 
—

 
(2,825
)
Intangible assets, net
 
 
 
$
76,057

 
$
(15,657
)
 
 
$
60,400

 
$
(2,825
)
 
$
(3,900
)
 
$
53,675

Note 6 - Share-Based Compensation

- 28 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Successor Equity Plan
Pursuant to the Restructuring Plan, the Company adopted the C&J Energy Services, Inc. 2017 Management Incentive Plan (as amended from time to time, the "MIP") as of the Plan Effective Date.
The MIP provides for the grant of share-based awards to the Company’s employees, consultants and non-employee directors. The following types of awards are available for issuance under the MIP: incentive stock options and nonqualified stock options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights, performance awards, share awards, other share-based awards and substitute awards. As of September 30, 2017 , only nonqualified stock options and restricted shares have been awarded under the MIP.
A total of approximately 8.0 million shares of common stock were originally authorized and approved for issuance under the MIP. The number of shares of common stock available for issuance under the MIP is subject to adjustment in the event of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants, rights or debentures, share dividend, share split or reverse share split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or any similar corporate event or transaction. The number of shares of common stock available for issuance may also increase due to the termination of an award granted under the MIP or by expiration, forfeiture, cancellation or otherwise without the issuance of the common stock.
Stock Options
The fair value of each option award granted under the MIP is estimated on the date of grant using the Black-Scholes option-pricing model. Determination of the fair value was a matter of judgment and often involved the use of significant estimates and assumptions. Additionally, due to the Company’s lack of historical volume of option activity, the expected term of options granted was derived using the “plain vanilla” method. Expected volatilities were based on comparable public company data, with consideration given to the Company’s limited historical data. The Company makes estimates with respect to employee termination and forfeiture rates of the options within the valuation model. The risk-free rate is based on the approximate U.S. Treasury yield rate in effect at the time of grant. During the first quarter of 2017, approximately 0.3 million nonqualified stock options were granted under the MIP to certain of the Company's executive officers at a fair market value of $34.52 per nonqualified stock option. These option awards will expire on the tenth anniversary of the grant date and will vest over three years of continuous service from the grant date, with 34% vesting immediately upon the grant date, and 22% on each of the first, second and third anniversaries of the grant date.
As of September 30, 2017 , the Company had approximately 0.3 million options outstanding to employees, including 0.2 million unvested options. The Company had approximately $4.6 million of share-based compensation remaining to be expensed over a weighted average remaining service period of 2.4 years.
The following table includes the assumptions used in determining the fair value of option awards granted during the first three months of 2017.
Expected volatility
  
96.4%
Expected dividends
  
None
Exercise price
  
$42.65
Expected term (in years)
  
5.7
Risk-free rate
  
2.03%
Restricted Stock
The value of the Company’s outstanding restricted stock is based on the closing price of the Company’s common stock on the NYSE on the date of grant. During the nine months ended September 30, 2017 , approximately 0.9 million shares of restricted stock were granted to employees and non-employee directors under the MIP, at fair market values ranging from $34.05 to $44.90 per share of restricted stock. Restricted stock awards granted to employees during the first quarter of 2017 will vest over three years of continuous service from the grant date, with 34% having vested immediately upon the grant date, and 22% on each of the first, second and third anniversaries of the grant date. Restricted stock awards granted to non-employee directors will vest in full on the first anniversary of the date of grant, subject to each director's continued service.

- 29 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


To the extent permitted by law, the recipient of an award of restricted stock will generally have all of the rights of a stockholder with respect to the underlying common stock, including the right to vote the common stock and to receive all dividends or other distributions made with respect to the common stock. Dividends on restricted stock will be deferred until the lapsing of the restrictions imposed on the stock and will be held by the Company for the account of the recipient (either in cash or to be reinvested in restricted stock) until such time. Payment of the deferred dividends and accrued interest, if any, shall be made upon the lapsing of restrictions on the restricted stock, and any dividends deferred in respect of any restricted stock shall be forfeited upon the forfeiture of such restricted stock. As of September 30, 2017 , the Company had not issued any dividends.
As of September 30, 2017 , the Company had approximately 0.6 million shares of restricted stock outstanding to employees and non-employee directors. The Company had $18.4 million of share-based compensation remaining to be expensed over a weighted average remaining service period of 2.4 years.
Predecessor Equity Plans
In connection with the Nabors Merger, the Company approved and adopted the C&J Energy Services 2015 Long Term Incentive Plan (the “2015 LTIP”), effective as of March 23, 2015. The 2015 LTIP served as an assumption of the Old C&J 2012 Long-Term Incentive Plan, including the sub-plan titled the C&J International Middle East FZCO Phantom Equity Arrangement (the “2012 LTIP”), with certain non-material revisions made and no increase in the number of shares remaining available for issuance under the 2012 LTIP. Prior to the adoption of the 2015 LTIP, all share-based awards granted to Old C&J employees, consultants and non-employee directors were granted under the 2012 LTIP and, following the 2015 LTIP’s adoption, no further awards were granted under the 2012 LTIP. Awards that were previously outstanding under the 2012 LTIP continued to remain outstanding under the 2015 LTIP, as adjusted to reflect the Nabors Merger. At the closing of the Nabors Merger, restricted shares and stock option awards were granted under the 2015 LTIP to certain employees of the C&P Business and approximately 0.4 million C&J common shares underlying those awards were deemed part of the consideration paid to Nabors for the Nabors Merger.
The 2015 LTIP provided for the grant of share-based awards to the Company’s employees, consultants and non-employee directors. The following types of awards were available for issuance under the 2015 LTIP: incentive stock options and nonqualified stock options, share appreciation rights, restricted shares, restricted share units, dividend equivalent rights, performance awards and share awards.
Approximately 11.3 million shares were available for issuance under the 2015 LTIP as of December 31, 2016. The number of common shares available for issuance under the 2015 LTIP was subject to adjustment in the event of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants, rights or debentures, share dividend, share split or reverse share split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or any similar corporate event or transaction.
The 2015 LTIP was terminated as described in Note 2 - Chapter 11 Proceeding and Emergence , pursuant to the Restructuring Plan, the liquidation of C&J Energy Services Ltd. was completed under the laws of Bermuda, and all of the existing shares of the Predecessor's common equity were canceled as of the Effective Date. Also, on the Effective Date, the Successor issued the New Warrants to the holders of the canceled Predecessor common shares, provided that such class of holders voted to accept the Restructuring Plan.
Note 7 - Commitments and Contingencies
Environmental Regulations & Liabilities
The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for the protection of the environment. The Company continues to monitor the status of these laws and regulations. However, the Company cannot predict the future impact of such standards and requirements on its business, which are subject to change and can have retroactive effectiveness.
Currently, the Company has not been fined, cited or notified of any environmental violations or liabilities that would have a material adverse effect upon its consolidated financial position, liquidity or capital resources. However, management does recognize that by the very nature of its business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required,

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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


the determination of the Company’s liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification.
Litigation
The Company is, and from time to time may be, involved in claims and litigation arising in the ordinary course of business. Because there are inherent uncertainties in the ultimate outcome of such matters, it is presently not possible to determine the ultimate outcome of any pending or potential claims or litigation against the Company; however, management believes that the outcome of those matters that are presently known to the Company will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Contingent Consideration Liability
On May 18, 2015, the Company acquired all of the outstanding equity interests of ESP Completion Technologies LLC, a manufacturer of wellheads, artificial lift completion tools and electric submersible pumps for approximately $34.0 million and including a contingent consideration liability valued at approximately $14.4 million at the date of the acquisition. If the acquiree is able to achieve certain levels of EBITDA over a three-year period, the Company will be obligated to make future tiered payments of up to $29.5 million. The contingent consideration liability is remeasured on a fair value basis each quarter until it is paid or expires. As of September 30, 2017 , the earn-out was estimated to have zero value.
Self-Insured Risk Accruals
The Company maintains insurance policies for workers’ compensation, automobile liability, general liability, which also includes sudden and accidental pollution insurance, and property damage relating to catastrophic events, together with excess loss liability coverage. These insurance policies carry self-insured retention limits or deductibles on a per occurrence basis. The Company has deductibles per occurrence for: (i) workers’ compensation of $1,000,000 ; (ii) automobile liability claims of $1,000,000 ; (iii) general liability claims, including sudden and accidental pollution claims, of $250,000 , plus an additional annual aggregate deductible of $250,000; and (iv) property damage for catastrophic events of $50,000. The excess loss liability coverage is subject to an annual aggregate self-insured retention of $5,000,000.
Additionally, under the terms of the Separation Agreement, dated as of February 12, 2015, by and between the Company and Nabors, relating to the Nabors Merger, with the exception of certain liabilities for which Nabors has agreed to indemnify the Company, the Company assumed, among other liabilities, all liabilities of the C&P Business to the extent arising out of or resulting from the operation of the C&P Business at any time before, at or after the closing of the Nabors Merger, including liability for death, personal injury and property damage resulting from or caused by the assets, products and services of the C&P Business. Any liability relating to or resulting from any claim or litigation asserted after the closing of the Nabors Merger, but where the underlying cause of action arose prior to that time, would not be covered by the Company’s insurance policies.
Note 8 - Segment Information
In accordance with ASC No. 280 - Segment Reporting, the Company routinely evaluates whether its separate operating and reportable segments have changed. This determination is made based on the following factors: (1) the Company’s chief operating decision maker (“CODM”) is currently managing each operating segment as a separate business and evaluating the performance of each segment and making resource allocation decisions distinctly and expects to do so for the foreseeable future, and (2) discrete financial information for each operating segment is available.
Prior to the year ended December 31, 2016, the Company’s reportable segments were: (i) Completion Services, (ii) Well Support Services, and (iii) Other Services. In line with the discontinuance of the small, ancillary service lines and divisions in the Other Services reportable segment, subsequent to the year ended December 31, 2016, the Company is disclosing two reportable segments, and financial information for the Other Services reportable segment is only presented for the corresponding prior year period. The Company's reportable segments are now: (i) Completion Services and (ii) Well Support Services. This segment structure reflects the financial information and reports used by the Company’s management, including its CODM, to make decisions regarding the Company’s business, including performance evaluation and resource allocation decisions. The following is a brief description of the Company's reportable segments:
Completion Services

- 31 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


The Company’s Completion Services segment consists of the following businesses and service lines: (1) fracturing; (2) cased-hole wireline and pumping services; (3) well construction & intervention services, which includes cementing, coiled tubing and directional drilling services; and (4) completion support services, which includes our research & technology ("R&T") department and data control instruments business.
Well Support Services
The Company’s Well Support Services segment consists of the following businesses and service lines: (1) rig services; (2) fluids management services; and (3) special services, which includes plug and abandonment, artificial lift applications and other specialty well site services.
Other Services
Other Services consisted of smaller, non-core business lines that have since been divested, including the Company's specialty chemical business, equipment manufacturing and repair business and international coiled tubing operations in the Middle East. 
 
The following table sets forth certain financial information with respect to the Company’s reportable segments.
 

- 32 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
Completion
Services
 
Well Support
Services
 
Other Services
 
Corporate / Elimination
 
Total
Three months ended September 30, 2017 (Successor)
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
 
$
344,941

 
$
97,711

 
$
—

 
$
—

 
$
442,652

Inter-segment revenues
 
226

 
318

 
—

 
(544
)
 
—

Depreciation and amortization
 
22,912

 
12,332

 
—

 
1,027

 
36,271

Operating income (loss)
 
45,755

 
(10,016
)
 
—

 
(29,327
)
 
6,412

Net income (loss)
 
44,587

 
(7,937
)
 
—

 
(26,166
)
 
10,484

Adjusted EBITDA
 
69,019

 
785

 
—

 
(25,905
)
 
43,899

Capital expenditures
 
72,571

 
6,327

 
—

 
—

 
78,898

Nine months ended September 30, 2017 (Successor)
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
 
$
857,015

 
$
289,974

 
$
—

 
$
—

 
$
1,146,989

Inter-segment revenues
 
448

 
615

 
—

 
(1,063
)
 
—

Depreciation and amortization
 
61,003

 
36,665

 
—

 
3,041

 
100,709

Operating income (loss)
 
84,951

 
(26,149
)
 
—

 
(102,042
)
 
(43,240
)
Net income (loss)
 
80,782

 
(22,258
)
 
—

 
(93,063
)
 
(34,539
)
Adjusted EBITDA
 
139,542

 
6,535

 
—

 
(72,485
)
 
73,592

Capital expenditures
 
136,663

 
14,100

 
—

 
682

 
151,445

As of September 30, 2017 (Successor)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
783,956

 
$
316,595

 
$
—

 
$
282,453

 
$
1,383,004

Three months ended September 30, 2016 (Predecessor)
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
 
$
140,204

 
$
90,307

 
$
2,026

 
$
—

 
$
232,537

Inter-segment revenues
 
308

 
—

 
1,426

 
(1,734
)
 
—

Depreciation and amortization
 
32,023

 
18,074

 
454

 
770

 
51,321

Operating loss
 
(42,694
)
 
(11,647
)
 
(4,235
)
 
(26,977
)
 
(85,553
)
Net loss
 
(42,555
)
 
(9,904
)
 
(4,452
)
 
(49,479
)
 
(106,390
)
Adjusted EBITDA
 
(6,085
)
 
6,822

 
(2,154
)
 
(16,491
)
 
(17,908
)
Capital expenditures
 
2,546

 
4,216

 
100

 
1,307

 
8,169

Nine months ended September 30, 2016 (Predecessor)
 
 
 
 
 
 
 
 
 
 
Revenue from external customers
 
$
446,597

 
$
274,991

 
$
5,732

 
$
—

 
$
727,320

Inter-segment revenues
 
705

 
148

 
27,256

 
(28,109
)
 
—

Depreciation and amortization
 
106,860

 
53,332

 
1,877

 
2,488

 
164,557

Operating loss
 
(263,426
)
 
(361,433
)
 
(31,776
)
 
(111,769
)
 
(768,404
)
Net loss
 
(263,534
)
 
(356,492
)
 
(36,293
)
 
(169,602
)
 
(825,921
)
Adjusted EBITDA
 
(42,048
)
 
14,806

 
(4,664
)
 
(51,366
)
 
(83,272
)
Capital expenditures
 
12,264

 
9,063

 
8,544

 
14,735

 
44,606

As of September 30, 2016 (Predecessor)
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
840,214

 
$
518,752

 
$
73,296

 
$
89,639

 
$
1,521,901

Management evaluates reportable segment performance and allocates resources based on total earnings (loss) before net interest expense, income taxes, depreciation and amortization, other income (expense), net gain or (loss) on disposal of assets, acquisition-related costs, and non-routine items (“Adjusted EBITDA”), because Adjusted EBITDA is considered an important measure of each reportable segment’s performance. In addition, management believes that the disclosure of Adjusted EBITDA as a measure of each reportable segment’s operating performance allows investors to make a direct comparison to competitors, without regard to differences in capital and financing structure. Investors should be aware, however, that there are limitations inherent in using Adjusted EBITDA as a measure of overall profitability because it excludes significant expense items. An improving trend in Adjusted EBITDA may not be indicative of an improvement in the Company’s profitability. To compensate for the limitations in utilizing Adjusted EBITDA as an operating measure, management also uses U.S. GAAP

- 33 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


measures of performance, including operating income (loss) and net income (loss), to evaluate performance, but only with respect to the Company as a whole and not on a reportable segment basis.
As required under Item 10(e) of Regulation S-K of the Exchange Act, included below is a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, from net income (loss), which is the nearest comparable U.S. GAAP financial measure (in thousands) on a consolidated basis for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor), and on a reportable segment basis for the three and nine months ended September 30, 2017 (Successor) and 2016 (Predecessor).
 
 
Successor
 
 
Predecessor
 
 
 
Three Months Ended September 30, 2017
 
 
Three Months Ended September 30, 2016
 
Net income (loss)
 
$
10,484

 
 
$
(106,390
)
 
Interest expense, net
 
171

 
 
8,158

 
Income tax benefit
 
(3,127
)
 
 
(21,123
)
 
Depreciation and amortization
 
36,271

 
 
51,321

 
Other (income) expense, net
 
(1,116
)
 
 
(7,075
)
 
(Gain) loss on disposal of assets
 
(1,324
)
 
 
(694
)
 
Severance, facility closures and other
 
—

 
 
6,925

 
Acquisition-related costs
 
879

 
 
1,481

 
Inventory write-down
 
—

 
 
352

 
Restructuring costs
 
1,661

 
 
8,260

 
Reorganization items
 
—

 
 
40,877

 
Adjusted EBITDA
 
$
43,899

 
 
$
(17,908
)
 

 
 
Successor
 
 
Predecessor
 
 
 
Nine Months Ended September 30, 2017
 
 
Nine Months Ended September 30, 2016
 
Net loss
 
$
(34,539
)
 
 
$
(825,921
)
 
Interest expense, net
 
1,276

 
 
155,559

 
Income tax benefit
 
(8,756
)
 
 
(126,522
)
 
Depreciation and amortization
 
100,709

 
 
164,557

 
Other (income) expense, net
 
(1,221
)
 
 
(12,397
)
 
(Gain) loss on disposal of assets
 
(10,517
)
 
 
4,220

 
Impairment expense
 
—

 
 
430,406

 
Severance, facility closures and other
 
513

 
 
32,498

 
Share-based compensation expense acceleration
 
15,658

 
 
7,792

 
Acquisition-related costs
 
1,184

 
 
8,549

 
Inventory write-down
 
—

 
 
13,399

 
Restructuring costs
 
9,285

 
 
23,711

 
Reorganization items
 
—

 
 
40,877

 
Adjusted EBITDA
 
$
73,592

 
 
$
(83,272
)
 

 

- 34 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
Three Months Ended September 30, 2017 (Successor)
 
 
Completion
Services
 
Well Support
Services
 
Corporate / Elimination
 
Total
Net income (loss)
 
$
44,587

 
$
(7,937
)
 
$
(26,166
)
 
$
10,484

Interest expense, net
 
189

 
(100
)
 
82

 
171

Income tax benefit
 
—

 
—

 
(3,127
)
 
(3,127
)
Depreciation and amortization
 
22,912

 
12,332

 
1,027

 
36,271

Other (income) expense, net
 
980

 
(1,979
)
 
(117
)
 
(1,116
)
Gain (loss) on disposal of assets
 
218

 
(1,541
)
 
(1
)
 
(1,324
)
Acquisition-related costs
 
—

 
—

 
879

 
879

Restructuring costs
 
133

 
10

 
1,518

 
1,661

Adjusted EBITDA
 
$
69,019

 
$
785

 
$
(25,905
)
 
$
43,899


 
 
Nine Months Ended September 30, 2017 (Successor)
 
 
Completion
Services
 
Well Support
Services
 
Corporate / Elimination
 
Total
Net income (loss)
 
$
80,782

 
$
(22,258
)
 
$
(93,063
)
 
$
(34,539
)
Interest expense, net
 
635

 
(60
)
 
701

 
1,276

Income tax benefit
 
—

 
—

 
(8,756
)
 
(8,756
)
Depreciation and amortization
 
61,003

 
36,665

 
3,041

 
100,709

Other (income) expense, net
 
3,534

 
(3,831
)
 
(924
)
 
(1,221
)
(Gain) loss on disposal of assets
 
(6,499
)
 
(4,014
)
 
(4
)
 
(10,517
)
Acquisition-related costs
 
—

 
—

 
1,184

 
1,184

Severance, facility closures and other
 
—

 
—

 
513

 
513

Share-based compensation expense acceleration
 
—

 
—

 
15,658

 
15,658

Restructuring costs
 
87

 
33

 
9,165

 
9,285

Adjusted EBITDA
 
$
139,542

 
$
6,535

 
$
(72,485
)
 
$
73,592



 

Three Months Ended September 30, 2016 (Predecessor)
 

Completion
Services

Well Support
Services

Other
Services
 
Corporate / Elimination

Total
Net loss

$
(42,555
)

$
(9,904
)

$
(4,452
)
 
$
(49,479
)

$
(106,390
)
Interest expense, net

232


(7
)

—

 
7,933


8,158

Income tax benefit

—


—


—

 
(21,123
)

(21,123
)
Depreciation and amortization

32,023


18,074


454

 
770


51,321

Other (income) expense, net

(372
)

(1,735
)

217

 
(5,185
)

(7,075
)
(Gain) loss on disposal of assets

(608
)

(32
)

(59
)
 
5


(694
)
Acquisition-related costs

—


—


—

 
1,481


1,481

Severance, facility closures and other

4,973

 
426

 
1,556

 
(30
)

6,925

Inventory write-down

222

 
—

 
130

 
—


352

Reorganization items
 
—

 
—

 
—

 
40,877

 
40,877

Restructuring costs
 
—

 
—

 
—

 
8,260

 
8,260

Adjusted EBITDA

$
(6,085
)

$
6,822


$
(2,154
)
 
$
(16,491
)

$
(17,908
)


- 35 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


 
 
Nine Months Ended September 30, 2016 (Predecessor)
 
 
Completion
Services
 
Well Support
Services
 
Other
Services
 
Corporate / Elimination
 
Total
Net loss
 
$
(263,534
)
 
$
(356,492
)
 
$
(36,293
)
 
$
(169,602
)
 
$
(825,921
)
Interest expense, net
 
498

 
(145
)
 
—

 
155,206

 
155,559

Income tax benefit
 
—

 
—

 
—

 
(126,522
)
 
(126,522
)
Depreciation and amortization
 
106,860

 
53,332

 
1,877

 
2,488

 
164,557

Impairment expense
 
100,818

 
321,687

 
7,901

 
—

 
430,406

Other (income) expense, net
 
(390
)
 
(4,796
)
 
4,516

 
(11,727
)
 
(12,397
)
(Gain) loss on disposal of assets
 
(681
)
 
(3,147
)
 
3,060

 
4,988

 
4,220

Acquisition-related costs
 
202

 
—

 
209

 
8,138

 
8,549

Severance, facility closures and other
 
7,663

 
4,367

 
7,183

 
13,285

 
32,498

Inventory write-down
 
6,516

 
—

 
6,883

 
—

 
13,399

Reorganization items
 
—

 
—

 
—

 
40,877

 
40,877

Restructuring costs
 
—

 
—

 
—

 
23,711

 
23,711

Share-based compensation expense acceleration
 
—

 
—

 
—

 
7,792

 
7,792

Adjusted EBITDA
 
$
(42,048
)
 
$
14,806

 
$
(4,664
)
 
$
(51,366
)
 
$
(83,272
)


Note 9 - Supplemental Cash Flow Disclosures
Listed below are supplemental cash flow disclosures for the nine months ended September 30, 2017 , the Fresh Start Reporting Date and the nine months ended September 30, 2016 :
 
 
Successor
 
 
Predecessor
 
 
Nine Months Ended 
 September 30, 2017
 
 
On
January 1, 2017
 
Nine Months Ended 
 September 30, 2016
Cash paid for interest
 
$
(848
)
 
 
$
—

 
$
(17,270
)
Income taxes refunded
 
$
10,697

 
 
$
—

 
$
14,388

Reorganization items, cash
 
$
—

 
 
$
(21,657
)
 
$
(3,295
)
Non-cash investing and financing activity:
 
 
 
 
 
 
 
Change in accrued capital expenditures
 
$
(4,511
)
 
 
$
—

 
$
(2,433
)




- 36 -
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
N OTES TO C ONSOLIDATED F INANCIAL S TATEMENTS
(Unaudited)


Note 10 - Subsequent Events
On October 25, 2017, the Company entered into an agreement and plan of merger to acquire all of the outstanding equity interests of O-Tex Holdings, Inc., and its operating subsidiaries ("O-Tex"). Under the terms of the agreement, the Company will acquire all of the outstanding equity interests of O-Tex in a cash and stock transaction, with consideration comprised of $132.5 million in cash, subject to certain customary purchase price adjustments, and 4.42 million shares of the Company's common stock. The Company will fund the cash merger portion of the consideration with cash on hand. The acquisition is expected to be completed by the end of 2017, subject to standard regulatory approvals, including termination or expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and satisfaction of customary closing conditions.
O-Tex specializes in both primary and secondary downhole specialty cementing services in most major U.S. shale plays. This strategic transaction will significantly expand C&J’s cementing business with enhanced capabilities and strengthen the Company’s position as a leading oilfield services provider with a best-in-class well construction, intervention and completions platform.
On October 30, 2017, the Company entered into an asset purchase agreement with CWC Energy Services Corp. (“CWC”), and C&J Energy Production Services-Canada Ltd. an indirect wholly owned subsidiary of the Company (“C&J Canada”), whereby CWC, among other things, acquired the assets of C&J Canada included in the Purchased Business (as defined in the Purchase Agreement) for total consideration of CDN $37.5 million in cash (the “Transaction”).
With the closing of the Transaction, the Company’s Well Support Services business has substantially exited Western Canada and is expected to completely exit the region by the end of 2017.



- 37 -

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “plan,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. Forward-looking statements, which are not generally historical in nature, include those that express a belief, expectation or intention regarding our future activities, plans and goals and our current expectations with respect to, among other things, the impact of our emergence from bankruptcy on our business and relationships, future sales of or the availability for future sale of substantial amounts of our common stock, including the exercise of outstanding New Warrants, our business strategy and our financial strategy.
Forward-looking statements are not assurances of future performance and actual results could differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Our forward-looking statements involve significant risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks associated with the following:

•
a decline in demand for our services, including due to declining commodity prices, overcapacity and other competitive factors affecting our industry;
•
the cyclical and volatile nature of the oil and gas industry, which impacts the level of drilling, completion and production activity and spending patterns by E&P companies;
•
a decline in, or substantial volatility of, crude oil and gas commodity prices, which generally leads to decreased spending by our customers and negatively impacts drilling, completion and production activity;
•
pressure on pricing for our core services, including due to competition and industry and/or economic conditions, which may impact, among other things, our ability to implement price increases or maintain pricing on our core services;
•
the loss of, or interruption or delay in operations by, one or more significant customers;
•
the failure to pay amounts when due, or at all, by one or more significant customers;
•
changes in customer requirements in the markets we serve;
•
the ability to complete and the timing of the O-Tex Acquisition (See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments”);
•
costs, delays, regulatory compliance requirements and other difficulties in executing our long-term growth strategy;
•
the effects of future acquisitions on our business, including the O-Tex Acquisition, including our ability to successfully integrate our operations and the costs incurred in doing so;
•
business growth outpacing the capabilities of our infrastructure;
•
adverse weather conditions in oil or gas producing regions;
•
the effect of environmental and other governmental regulations on our operations, including the risk that future changes in the regulation of hydraulic fracturing could reduce or eliminate demand for our hydraulic fracturing services;
•
the incurrence of significant costs and liabilities resulting from litigation;
•
the incurrence of significant costs and liabilities or severe restrictions on our operations or the inability to perform certain operations resulting from a failure to comply, or our compliance with, new or existing regulations;
•
the incurrence of significant costs and liabilities resulting from a failure to comply, or our compliance with, new or existing environmental regulations or an accidental release of hazardous substances into the environment;

- 38 -

•
the loss of, or inability to attract, key management and other competent personnel;
•
a shortage of qualified workers;
•
the loss of, or interruption or delay in operations by, one or more of our key suppliers;
•
operating hazards inherent in our industry, including the significant possibility of accidents resulting in personal injury or death, property damage or environmental damage;
•
accidental damage to or malfunction of equipment;
•
uncertainty regarding our ability to improve our operating structure, financial results and profitability and to maintain relationships with suppliers, customers, employees and other third parties following emergence from bankruptcy and other risks and uncertainties related to our recent emergence from bankruptcy;
•
our ability to maintain sufficient liquidity and/or obtain adequate financing to allow us to execute our business plan; and
•
our ability to comply with covenants under our Amended Credit Facility (See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Description of Our Indebtedness”).
For additional information regarding known material factors that could affect our operating results and performance, please read (1) “Risk Factors” in Part II, Item 1A of this Quarterly Report, as well as “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (our “ 2016 Annual Report”); and (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Quarterly Report, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2016 Annual Report. Should one or more of these known material risks occur, or should the underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statement.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law.

- 39 -

I TEM  2. M ANAGEMENT ’ S D ISCUSSION AND A NALYSIS OF F INANCIAL C ONDITION AND R ESULTS OF O PERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report, together with the audited consolidated financial statements and notes thereto and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2016 Annual Report.
This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the section titled “Cautionary Note Regarding Forward-Looking Statements” in Part I, Financial Statements of this Quarterly Report and “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Introductory Note and Corporate Overview

C&J Energy Services, Inc., a Delaware corporation (the “Successor” and together with its consolidated subsidiaries for periods subsequent to the Plan Effective Date (as defined below), “C&J” or the “Company”) is a leading provider of well construction, well completion, well support and other complementary oilfield services to oil and gas exploration and production (“E&P”) companies in North America. We offer a comprehensive, vertically-integrated suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumping, cementing, coiled tubing, directional drilling, service rigs, fluids management and other completion support and specialty well site services. We are headquartered in Houston, Texas and operate in all active onshore basins in the continental United States.

We were founded in Texas in 1997 as a partnership and converted to a Delaware corporation (“Old C&J”) in connection with our initial public offering which was completed in 2011 with a listing on the New York Stock Exchange (“NYSE”) under the symbol “CJES.” In 2015, Old C&J combined with the completion and production services business (the “C&P Business”) of Nabors Industries Ltd. (“Nabors”) in a transformative transaction (the “Nabors Merger”) that nearly tripled the Company’s size, significantly expanding the Company’s Completion Services business and adding the Well Support Services division to the Company’s service offering. Upon the closing of the Nabors Merger, Old C&J became a subsidiary of C&J Energy Services Ltd., a Bermuda corporation (the “Predecessor” and together with its consolidated subsidiaries for periods prior to the Plan Effective Date, the “Predecessor Companies” or the “Company”), and shares of common stock of Old C&J were converted into common shares of the Predecessor on a 1-for-1 basis.

Due to a severe industry downturn, on July 20, 2016, certain of the Predecessor Companies voluntarily filed petitions for reorganization seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), with ancillary recognition proceedings filed in Canada and Bermuda (collectively, the “Chapter 11 Proceeding”).

On December 16, 2016, the Bankruptcy Court entered an order confirming the plan of reorganization (the “Restructuring Plan”) of the Predecessor Companies. On January 6, 2017 (the “Plan Effective Date”), the Predecessor Companies substantially consummated the Restructuring Plan and emerged from the Chapter 11 Proceeding. As part of the transactions undertaken pursuant to the Restructuring Plan, effective on the Plan Effective Date, the Successor was formed, the Predecessor’s equity was canceled, the Predecessor transferred all of its assets and operations to the Successor and the Predecessor was subsequently dissolved. For more information regarding the Chapter 11 Proceeding, see Note 2 - Chapter 11 Proceeding and Emergence in Part I, Item 1 “Financial Statements” of this Quarterly Report.

Upon emergence from the Chapter 11 Proceeding, we adopted Fresh Start accounting in accordance with the provisions set forth in Accounting Standards Codification (“ASC”) 852 - Reorganizations. For more information regarding the adoption of Fresh Start accounting, see Note 3 - Fresh Start Accounting in Part I, Item 1 “Financial Statements” of this Quarterly Report.

The Successor is the successor issuer to the Predecessor for purposes of and pursuant to Rule 12g-3 of the Exchange Act. Accordingly, references to “C&J,” the “Company,” “we,” “us” or “our” in this Quarterly Report are to the Successor, together with our consolidated subsidiaries when referring to periods following the Plan Effective Date, and to the Predecessor Companies when referring to periods prior to the Plan Effective Date.  

Contemporaneously with the commencement of the Chapter 11 Proceeding, trading in the Predecessor’s common stock was suspended and ultimately delisted from the NYSE. On April 12, 2017, the Successor completed an underwritten public offering of common stock and its common stock began trading again on the NYSE under the symbol “CJ.”

- 40 -
Table of Contents


We file annual, quarterly and current reports and other documents with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operations of the Public Reference Room by calling the SEC at (800) SEC-0330. In addition, the SEC maintains a website at www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

Our principal executive offices are located at 3990 Rogerdale Road, Houston, Texas 77042 and our main telephone number at that address is (713) 325-6000. Our website is available at www.cjenergy.com. We make available free of charge through our website all reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information contained on or available through our website is not a part of or incorporated into this Quarterly Report or any other report that we may file with or furnish to the SEC.

Recent Developments

The O-Tex Acquisition

On October 25, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with O-Tex Holdings, Inc., a Texas corporation (“O-Tex”), the stockholders of O-Tex (the “Stockholders”), and O-Tex Sellers Representative LLC, a Delaware limited liability company (the “Stockholders' Representative”), in its capacity as representative of the Stockholders, pursuant to which, subject to the satisfaction or waiver of certain conditions, a wholly owned direct subsidiary of the Company (“Merger Sub”) will merge with and into O-Tex (the “ O-Tex Acquisition”), and immediately thereafter O-Tex will merge with and into another wholly owned direct subsidiary of the Company (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as a wholly owned subsidiary of the Company (together with the Merger and the other transactions contemplated by the Merger Agreement, the “O-Tex Transactions”).

On the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the respective boards of directors of the Company and O-Tex, immediately prior to the effective time of the O-Tex Acquisition (the “Effective Time”), each holder of (i) outstanding common stock, par value $0.01 per share, of O-Tex (the “O-Tex Common Stock”), (ii) Series A Preferred Stock, par value $0.01 per share, of O-Tex (the “Series A Preferred Stock”), and (iii) Series B Preferred Stock, par value $0.01 per share, of O-Tex (together with the Series A Preferred Stock and the O-Tex Common Stock, the “O-Tex Shares”) will have its O-Tex Shares (excluding any O-Tex Shares held in the treasury of O-Tex or held by the Company or Merger Sub immediately prior to the Effective Time) converted into the right to receive (without interest) such Stockholder’s pro rata portion of 4,420,000 shares of the common stock, par value $0.01 per share, of C&J (“Specified C&J Common Stock”). In addition, each Stockholder will also be entitled to receive a pro rata portion of the $132.5 million cash merger consideration payable to the Stockholders’ Representative. The Company will fund the cash merger consideration with cash on hand.

The consummation of the O-Tex Acquisition is subject to certain customary closing conditions, including (i) any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or having been terminated, (ii) the absence of any injunction or other legal restraint preventing or making illegal the consummation of the O-Tex Transactions, (iii) a representations and warranty insurance policy being in full force and effect, (iv) the Specified C&J Common Stock being authorized for listing on the NYSE, and (v) the accuracy of each party’s representations and warranties and performance by each party with its covenants under the Merger Agreement, subject to certain materiality qualifications and exceptions.
The Company and O-Tex may each terminate the Merger Agreement if the other commits certain breaches of its representations and warranties or fails to perform its covenants and agreements, or if a governmental authority has issued a final order prohibiting the consummation of the O-Tex Transactions, in each case, subject to certain exceptions. Furthermore, the Merger Agreement may be terminated if the Merger has not been consummated by December 31, 2017, subject to an extension to February 28, 2018 in certain circumstances. No termination fees are payable under the Merger Agreement.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Quarterly Report and incorporated by reference herein.


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Canadian Well Support Service Business Divestiture
On October 30, 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CWC Energy Services Corp., an Alberta corporation (“CWC”), and C&J Energy Production Services-Canada Ltd., an Alberta corporation and an indirect wholly owned subsidiary of the Company (“C&J Canada”), whereby CWC, among other things, acquired the assets of C&J Canada included in the Purchased Business (as defined in the Purchase Agreement) for total consideration of CDN $37.5 million in cash (the “Transaction”).
With the closing of the Transaction, the Company’s Well Support Services business has substantially exited Western Canada, and is expected to completely exit the region by the end of 2017.
Business Overview
Demand for our services, and therefore our operating and financial performance, is heavily influenced by drilling, completion and production activity by our customers, which is significantly impacted by commodity prices. Beginning in 2011 through mid-2015, we significantly invested in strategic initiatives to strengthen, expand and diversify our business, including through service line diversification, vertical integration and technological advancement (“R&T”). During that time, we rapidly grew the business both organically and through multiple acquisitions, including the Nabors Merger. During 2016 and into the first quarter of 2017, we divested several of our small, non-core businesses, including our specialty chemical business, equipment manufacturing and repair business and the Company’s international coiled tubing operations in the Middle East. These divestitures, as well as the O-Tex Acquisition and the divestiture of our Canadian well support service business, reflect a refocusing of our growth strategy in line with our goal of being the leading U.S. provider in all of our core businesses.
We believe that our focus on R&T provides a significant strategic benefit through the ability to develop and implement new technologies and quickly respond to changes in customer requirements and industry demand. Our efforts to date have been focused on developing innovative, fit-for-purpose solutions designed to enhance our core service offerings, increase efficiencies, provide cost savings to our operations and add value for our customers. Our R&T initiatives generate monthly cost savings for our integrated completion services operations, which is central to our overall strategy of proactively managing our costs to maximize returns. Several of these investments provide value added products and services that, in addition to producing revenue, are creating increasing demand from key customers. In our day-to-day operations, we utilize equipment and products manufactured by our vertically integrated businesses which are managed through our R&T department, and we also sell such equipment and products to third-party customers in the global energy services industry. We believe that these initiatives help protect market share in the current operating environment and better position us for growth as activity levels continue to improve.


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Reportable Segments
As of September 30, 2017 , our reportable business segments were:
•
Completion Services, which consists of the following businesses and service lines: (1) fracturing; (2) cased-hole wireline and pumping services; (3) well construction & intervention services, which includes cementing, coiled tubing and directional drilling services; and (4) completion support services, which includes our R&T department and data control instruments business.
•
Well Support Services, which consists of the following businesses and service lines: (1) rig services; (2) fluids management services; and (3) special services, which includes plug and abandonment. artificial lift applications and other specialty well site services.
Our Other Services segment consisted of smaller, non-core business lines that have since been divested, including our specialty chemical business, equipment manufacturing and repair business and the Company's international coiled tubing operations in the Middle East.  In line with the discontinuance of these small, ancillary service lines and divisions, subsequent to the year ended December 31, 2016, the Company is now disclosing two reportable segments, and financial information for the Other Services reportable segment is only presented for the corresponding prior year period.
Our reportable business segments are described in more detail below; for financial information about our reportable business segments, including revenue from external customers and total assets by reportable business segment, please see Note 8 - Segment Information in Part I, Item 1 “Financial Statements” of this Quarterly Report.
Completion Services
The core services provided through our Completion Services segment are fracturing and cased-hole wireline and pumping services. We utilize our in-house manufacturing capabilities, including our R&T department and data control instruments business, to offer a technologically advanced and efficiency focused range of completion techniques. Our strategy is to offer our completion services as a bundled package in order to provide an integrated, value-added solution and maximize efficiency for our customers. Our well construction & intervention services business, which includes cementing, coiled tubing and directional drilling services, and our completion support services business, which includes the manufacturing capabilities of our R&T department and data control instruments business, are each also managed through our Completion Services segment. The majority of revenue for this segment is generated by our fracturing business.
During the third quarter of 2017, our fracturing business deployed, on average, approximately 535,000 hydraulic horsepower (“HHP”) out of our current fleet of approximately 860,000 HHP. In our cased-hole wireline and pumping business, we deployed, on average, approximately 74 wireline trucks and 66 pumpdown units out of our current fleet of 127 trucks and 66 pumpdown units. In our well construction and intervention services business, we deployed, on average, approximately 16 coiled tubing units out of our average fleet of approximately 44 units, and approximately 29 cementing units out of our current fleet of 36 units. However, not all of our deployed assets are utilized fully, or at all, at any given time, due to, among other things, routine scheduled maintenance and downtime.
Management evaluates the operational performance of our Completion Services segment and allocates resources primarily based on Adjusted EBITDA because management believes that Adjusted EBITDA provides important information about the activity and profitability of our lines of business within this segment. Adjusted EBITDA is a non-GAAP financial measure computed as total earnings (loss) before net interest expense, income taxes, depreciation and amortization, other income (expense), net, gain or loss on disposal of assets, acquisition-related costs, and non-routine items.
For the quarter ended September 30, 2017 , revenue from our Completion Services segment was $344.9 million , representing approximately 77.9% of our total revenue, compared with revenue of $294.1 million for the quarter ended June 30, 2017 , which represented a 17.3% quarter-over-quarter increase . Adjusted EBITDA from this segment for the quarter ended September 30, 2017 was $69.0 million , compared with $47.8 million of Adjusted EBITDA for the quarter ended June 30, 2017 . The following table presents revenue and other operational data for our Completion Services segment for the three months ended September 30, 2017 and 2016 (dollars in thousands):

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Successor
 
Predecessor
 
Three Months Ended
 
September 30, 2017
 
September 30, 2016
Revenue
 
 
 
  Hydraulic Fracturing
$
215,959

 
$
78,459

  Wireline & Pumpdown
89,640

 
41,913

Coiled Tubing Services
19,948

 
12,464

  Other (Cementing, Directional Drilling and Research & Technology)
19,394

 
7,368

Total revenue
$
344,941

 
$
140,204

 
 
 
 
Adjusted EBITDA
$
69,019

 
$
(6,085
)
 
 
 
 
Average active hydraulic fracturing horsepower
535,000

 
430,000

Total fracturing stages
4,095

 
2,779

 
 
 
 
Average active wireline trucks
74

 
58

 
 
 
 
Average active pumpdown units
66

 
43

 
 
 
 
Average coiled tubing units
44

 
45

Average active coiled tubing units
16

 
21

Please read Note 8 - Segment Information in Part I, Item 1 “Financial Statements” of this Quarterly Report, for a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, from net income (loss), which is the nearest comparable U.S. GAAP financial measure (in thousands) on a reportable segment basis for the three months ended September 30, 2017 and 2016 .

During the third quarter of 2017, we continued to experience strong demand for all of our completion services, which resulted in improved utilization and pricing across our asset base. In our fracturing business, we deployed a horizontal frac fleet, consisting of new-build pumps and refurbished ancillary equipment, to a dedicated customer in West Texas in mid-August and a refurbished vertical frac fleet into South Texas in late September, all of which resulted in approximately 575,000 HHP deployed at quarter end consisting of thirteen horizontal and four vertical frac fleets. Strategically deploying horizontal frac fleets with dedicated customers has allowed us to capture customer-driven efficiencies that improved our utilization and margin. We continued to experience strong demand and higher pricing for both our wireline and pumping services, which resulted in high activity levels across our deployed asset base and meaningful improvement in profitability. We have pursued a strategic approach of aligning with efficient, dedicated customers and pairing our wireline services with the majority of our recently deployed frac fleets, which resulted in our Texas districts outperforming and contributing almost 60% of the wireline revenue improvement in the quarter. In our well construction and intervention services business, we were awarded more rigs in the Northeast from new customers for our cementing services, which resulted in higher overall utilization and improved financial performance, and we continued to experience strong demand for our large diameter coiled tubing units, which contributed almost 80% of the product line’s revenue in the quarter. Additionally, the closure of underperforming districts in the prior quarter and elevated pricing in core operating basins enhanced our financial performance in the third quarter.
Completion Services Outlook
As we move through the fourth quarter, we currently expect that our Completion Services segment will continue to experience strong activity levels based on ongoing conversations with customers, combined with the understanding that many of our key customers maintained their drilling rig count throughout the third quarter.
Due to the continued strong near-term outlook, we are currently planning to deploy additional refurbished equipment over the remainder of 2017. To capitalize on visible customer demand in our frac business, we plan to deploy an additional refurbished horizontal fleet to a dedicated customer in the Mid-Continent in November 2017. This will result in us exiting the fourth quarter with approximately 615,000 HHP deployed, consisting of fourteen horizontal fracturing fleets and four vertical fleets. The fourteen horizontal fleets together with the four vertical fleets will give us the equivalent of

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approximately 16 horizontal spreads deployed by year-end. Following that, our remaining fleet re-activations will consist primarily of cold stacked equipment.
In our cementing business, we will focus on deploying additional refurbished units and fully integrating the O-Tex assets with the goal of retaining legacy customers of both organizations and maintaining high utilization levels and market pricing. In our cased-hole wireline and pumping business, we expect to deploy up to six re-purposed stacked frac pumps as pumping units into service by the end of the fourth quarter. As previously announced, we placed an order for two large diameter new-build coiled tubing units in order to meet strong demand from multiple customers, and we expect each unit to be active early in the second quarter of 2018. The arrival of the new units combined with strengthening market conditions will allow us to continue with our strategy of dedicating additional units to some of our most efficient customers at elevated utilization levels and market pricing. We have and expect to continue to experience increases in activity and pricing in our core operating basins of South Texas, West Texas and the Mid-Continent.
Well Support Services
Our Well Support Services segment focuses on post-completion activities at the well site, including rig services, such as workover and plug and abandonment, fluids management, and special services, including artificial lift applications and other specialty well site services. The majority of revenue for this segment is generated by our rig services business, and we consider rig services and fluids management to be our core businesses within this segment.
During the third quarter of 2017, our rig services business deployed, on average, approximately 155 workover rigs per workday out of our average fleet of approximately 458 workover rigs. In our fluids management business, we deployed, on average, approximately 642 fluid services trucks per workday and approximately 1,119 frac tanks per workday out of our estimated average fleets of approximately 1,100 trucks and 3,907 frac tanks, respectively. In our fluids management business, we own 27 private salt water disposal wells for fluids disposal purposes. However, not all of our deployed assets are utilized fully, or at all, at any given time, due to, among other things, routine scheduled maintenance and downtime. Additionally, in response to the continued competitive landscape, we have continued to focus on operational rightsizing measures to better align these businesses with current market conditions, which has included closing facilities and idling unproductive equipment.
For the quarter ended September 30, 2017 , revenue from our Well Support Services segment was $97.7 million , representing approximately 22.1% of our total revenue, compared with revenue of $96.0 million for the quarter ended June 30, 2017 , which represents an 1.8% quarter-over-quarter increase . Adjusted EBITDA from this segment for the quarter ended September 30, 2017 was $0.8 million , compared with $1.9 million of Adjusted EBITDA for the quarter ended June 30, 2017 .
Management evaluates the operation and performance of our Well Support Services segment and allocates resources primarily based on activity levels, specifically rig and trucking hours, as well as Adjusted EBITDA. The following table presents revenue, rig and trucking hours for our Well Support Services segment for the three months ended September 30, 2017 and 2016 (dollars in thousands):

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Successor
 
Predecessor
 
Three Months Ended
 
September 30, 2017
 
September 30, 2016
 
 
 
 
Revenue
 
 
 
  Rig Services
$
58,198

 
$
49,087

  Fluids Management Services
30,333

 
33,221

  Other Well Support Services (includes ESPCT)
9,180

 
7,999

Total revenue
$
97,711

 
$
90,307

 
 
 
 
Adjusted EBITDA
$
785

 
$
6,822

 
 
 
 
Average active workover rigs
195

 
195

Total workover rig hours
118,650

 
110,074

 
 
 
 
Average fluids management trucks
1,100

 
1,432

Average active fluids management trucks
642

 
693

Total fluids management truck hours
319,971

 
341,787

Please read Note 8 - Segment Information in Part I, Item 1 “Financial Statements” of this Quarterly Report, for a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, from net income (loss), which is the nearest comparable U.S. GAAP financial measure (in thousands) on a reportable segment basis for the three months ended September 30, 2017 and 2016 .

During the third quarter of 2017, Well Support Services revenue increased sequentially due to improvement in both our rig services and special services product lines, but segment profitability decreased primarily due to an increase in bad debt expense and other adjustments, both stemming from our artificial lift business. In our rig services business, our average active working rig count experienced its largest increase in over a year, increasing approximately 4.0% to 155 average rigs, as we added workover rigs into West Texas and California, as well as Canada with the spring breakup. Additionally, increased plug and abandonment activity in California within our special services product line resulted in a modest increase in revenue for that region. We will continue with our strategy of deploying equipment with customers that plan to increase workover or well maintenance activities in our core operating basins. In our fluids management business, utilization and pricing remained challenged due to competitive conditions in the majority of our core operating areas and continued infrastructure build-out. We did experience areas of improvement in West Texas and the Mid-Continent, but our ability to capitalize on those opportunities was limited due to growing labor shortages in those core regions. In addition to the divestiture of our Canadian rig services business, we fully divested all of our fluids management activities in the Northeast, and we will continue to evaluate alternatives to further right-size our Well Support Services segment in order to help improve profitability over the coming quarters.
Well Support Services Outlook
As we exited the third quarter of 2017, our average active workover rig count remained at one of its highest levels since the commodity price downturn in 2015 as activity levels continued to modestly improve in almost all of our core operating basins. Relatively stable commodity prices have encouraged certain of our largest customers to allocate more capital towards well workover and maintenance, but we remain cautious of the potential negative effects of seasonally decreased activity levels that are typical in the fourth quarter due to depleted budgets and a greater focus on forward year budgeting. In our fluids management business, we continue to focus on quality work with key customers in core operating basins and to aggressively manage costs and shutdown unprofitable operations in order to enhance profitability as the market continues to recover. We will continue to focus on putting personnel and equipment to work in regions with improving fluids demand, such as West Texas and the Mid-Continent, but labor will continue to be an impediment and we will increase our rates commensurate with our rising cost structure to generate more acceptable returns. Nonetheless, our fluids management business will likely continue to be hampered by growing labor shortages, an increased number of shut-in wells in conventional oil and gas fields and competition from continued infrastructure build-out. Until either commodity prices move higher or the economics of workover activity becomes more competitive relative to new-drill wells, we do not expect meaningful increases in revenue or profitability within the majority of our Well Support Services segment over the near term.

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Other Services
Our Other Services segment consisted of smaller, non-core business lines that have since been divested, including our specialty chemical business, equipment manufacturing and repair business and the Company's international coiled tubing operations in the Middle East.  In line with the discontinuance of these small, ancillary service lines and divisions, subsequent to the year ended December 31, 2016, the Company is now disclosing two reportable segments, and financial information for the Other Services reportable segment is only presented for the corresponding prior year period.
Our Other Services segment contributed $2.0 million of revenue for the three months ended September 30, 2016 , representing approximately 0.9% of our total revenue. Adjusted EBITDA from this segment for the three months ended September 30, 2016 was $(2.2) million .
Please read Note 8 - Segment Information in Part I, Item 1 “Financial Statements” of this Quarterly Report, for a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, from net income (loss), which is the nearest comparable U.S. GAAP financial measure (in thousands) on a reportable segment basis for the three months ended September 30, 2016 .
Operating Overview & Strategy
Our results of operations in our core service lines are driven primarily by four interrelated, fluctuating variables: (1) the drilling, completion and production activities of our customers, which is primarily driven by oil and natural gas prices and directly affects the demand for our services; (2) the price we are able to charge for our services, which is primarily driven by the level of demand for our services and the supply of equipment capacity in the market; (3) the cost of products and labor involved in providing our services, and our ability to pass those costs on to our customers; and (4) our activity, or “utilization” levels, and service performance.
Our operating strategy is focused on maintaining high asset utilization levels to maximize revenue generation while controlling cost to gain a competitive advantage and drive returns. We believe that the quality and efficiency of our service execution and aligning with customers who recognize the value that we provide through efficiency gains are central to our efforts to support utilization and grow our business. However, asset utilization is not necessarily indicative of our financial and/or operational performance and should not be given undue reliance. Given the volatile and cyclical nature of activity drivers in the U.S. onshore oilfield services industry, coupled with the varying prices we are able to charge for our services and the cost of providing those services, among other factors, operating margins can fluctuate widely depending on supply and demand at a given point in the cycle.
Historically, our utilization levels have been highly correlated to U.S. onshore spending by our customers as a group. Generally, as capital spending by our customers increases, drilling, completion and production activity also increases, resulting in increased demand for our services, and therefore more days or hours worked (as the case may be). Conversely, when drilling, completion and production activity levels decline due to lower spending by our customers, we generally provide fewer services, which results in fewer days or hours worked (as the case may be). Additionally, during periods of decreased spending by our customers, we may be required to discount our rates or provide other pricing concessions to remain competitive and support utilization, which negatively impacts our revenue and operating margins. During periods of pricing weakness for our services, we may not be able to reduce our costs accordingly, and our ability to achieve any cost reductions from our suppliers typically lags behind the decline in pricing for our services, which could further adversely affect our results. For additional information about factors impacting our business and results of operations, please see “Industry Trends and Outlook” in this Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Management evaluates the performance of our reportable business segments primarily based on Adjusted EBITDA because management believes Adjusted EBITDA provides important information about the activity and profitability of our lines of business within each reportable business segment and aids us in analytical comparisons for purposes of, among other things, efficiently allocating our assets and resources. Our management team also monitors asset utilization, among other factors, for purposes of assessing our overall activity levels and customer demand. For our Completion Services operations, we measure our asset utilization levels primarily by the total number of days that our asset base works on a monthly basis, based on the available working days per month, which excludes scheduled maintenance days. We generally consider an asset to be working such days that it is at or in transit to a job location, regardless of the number of hours worked or whether it generated any revenue during such time. In our Well Support Services operations, we measure activity levels primarily by the number of hours our assets work on a monthly basis, based on the available working days per month. However, given the variance in revenue and profitability from job to job, depending on the type of service to be performed and the equipment, personnel and consumables required for the job, as well as competitive factors and market conditions in the region in which the services are performed, asset utilization cannot be relied on as indicative of our financial or operating performance. For additional

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information, please see “Our Reportable Business Segments” in this Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Industry Trends and Outlook
We face many challenges and risks in the industry in which we operate. Although many factors contributing to these risks are beyond our ability to control, we continuously monitor these risks and have taken steps to mitigate them to the extent practicable. In addition, while we believe that we are well positioned to capitalize on available growth opportunities, we may not be able to achieve our business objectives, and consequently, our results of operations may be adversely affected. Please read the factors described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” in Part I, Financial Information and “Risk Factors” in Part II, Item 1A of this Quarterly Report for additional information about the known material risks that we face.
General Industry Trends
The oil and gas industry has traditionally been volatile and is influenced by a combination of long-term, short-term and cyclical trends, including the domestic and international supply and demand for oil and gas, current and expected future prices for oil and gas and the perceived stability and sustainability of those prices, production depletion rates and the resultant levels of cash flows generated and allocated by oil and gas companies to their drilling, completion and workover budgets. The oil and gas industry is also impacted by general domestic and international economic conditions, political instability in oil producing countries, government regulations (both in the United States and elsewhere), levels of consumer demand, the availability of pipeline capacity, weather conditions, and other factors that are beyond our control.
In light of the above, demand for our services tends to be extremely volatile and cyclical, as it is a direct function of our customers’ willingness to make operating and capital expenditures to explore for, develop and produce hydrocarbons in the United States. Our customers’ willingness to undertake such activities and expenditures depends largely upon prevailing industry conditions that are influenced by numerous factors which are beyond our control, including, among other things, current and expected future levels of oil and gas prices and the perceived stability and sustainability of those prices, which, in turn, is driven primarily by the supply of, and demand for, oil and gas. Oil and gas prices, and therefore the level of drilling, completion and workover activity by our customers, historically have been extremely volatile and are expected to continue to be highly volatile.
In late 2014, oil prices began a substantial and rapid decline, and the severe weakness continued throughout 2015 and the majority of 2016. As we entered 2016, we experienced a sharp drop in activity across our customer base as operators reacted to further declines in oil prices and the deteriorating onshore drilling rig count. The consequent negative impact on the level of drilling, completion and production activity and capital expenditures by our customers adversely affected the demand for our services throughout the severe industry downturn. Our financial and operational performance were significantly impacted, which led to the Chapter 11 Proceeding. Although both crude oil and natural gas prices began to increase modestly and stabilize in late 2016, commodity prices, in general, have remained significantly lower than the industry average experienced leading up to the downturn. For example, during February 2016, NYMEX crude oil prices reached their lowest levels since 2009, declining to as low as $26.21 per barrel. Crude oil prices have rebounded from the lows set in early 2016, and thus far in 2017 prices have averaged approximately $49.00 per barrel. Natural gas prices declined significantly in 2009 and have remained depressed relative to pre-2009 levels. Commodity prices continue to be relatively unstable and any declines or perceived sustained weakness impacts the allocation of capital by our customers.
As explained above, sustained weakness in oil and gas prices influences our customers to curtail their operations, reduce their capital expenditures, and request pricing concessions to reduce their operating costs. The demand for drilling, completion and workover services is driven by available investment capital for such activities and in a lower oil and gas price environment, demand for service and maintenance generally decreases as oil and gas producers decrease their activity and expenditures. Because the type of services that we offer can be easily “started” and “stopped,” and oil and gas producers generally tend to be less risk tolerant when commodity prices are low or volatile, we typically experience a more rapid decline in demand for our services compared with demand for other types of energy services. A prolonged low level of customer activity, such as we experienced in 2015 and through most of 2016, could adversely affect our financial condition and results of operations.
Competition and Demand for Our Services
We operate in highly competitive areas of the oilfield services industry with significant potential for excess capacity. Completion and well servicing equipment can be moved from one region to another in response to changes in levels of activity and market conditions, which may result in an oversupply of such equipment in any particular area. Utilization and

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pricing for our services have in the past been negatively affected by increases in supply relative to demand in our core operating areas and geographic markets.
Additionally, the demand for our services depends primarily on the level of spending by oil and gas companies for drilling, completion and production activities, which is affected by short-term and long-term trends in oil and natural gas prices and numerous other factors over which we have no control. Severe declines and sustained weakness and volatility in commodity prices over the course of 2015, and for most of 2016, and the consequent negative impact on the level of drilling, completion and production activity and capital expenditures by our customers, adversely affected the demand for our services. This, in turn, negatively impacted our ability to maintain adequate utilization of our asset base and to negotiate pricing at levels generating sufficient margins. Moreover, the impact to our financial and operational performance ultimately led to the Chapter 11 Proceeding.
Our revenues and earnings are directly affected by changes in utilization and pricing levels for our services, which fluctuate in direct response to changes in the level of drilling, completion and production activity by our customers. Pressure on pricing for our services, including due to competition and industry and/or economic conditions, may impact, among other things, our ability to maintain utilization and profitability. During periods of declining pricing for our services, we may not be able to reduce our costs accordingly, which could further adversely affect our results. Furthermore, even when we are able to increase our prices, we may not be able to do so at a rate that is sufficient to offset any rising costs. Also, we may not be able to successfully increase prices without adversely affecting our utilization levels. The inability to maintain our utilization and pricing levels, or to increase our prices as costs increase, could have a material adverse effect on our business, financial position and results of operations.
Our competitors include many large and small energy service companies, including some of the largest integrated oilfield services companies that possess substantially greater financial and other resources than we do. Our larger competitors’ greater resources could allow them to compete more effectively than we can, including by reducing prices for services in our core operating areas. Our major competitors for our Completion Services include Halliburton, Schlumberger, BJ Services, Keane Group, RPC, Inc., FTS International, Inc. (formerly known as Frac Tech Services), Basic Energy Services, Superior Energy Services, CalFrac Well Services, as well as a significant number of regional, predominantly private businesses. Our major competitors for our Well Support Services include Key Energy Services, Basic Energy Services, Superior Energy Services, Precision, Forbes and Pioneer Energy Services, as well as a significant number of predominantly private, regional businesses.
Generally, we believe that the principal competitive factors in the markets that we serve are price, technical expertise, equipment capacity, work force capability, safety record, reputation and experience. Although we believe our customers consider all of these factors, price is often the primary factor in determining which service provider is awarded work, particularly during times of weak commodity prices such as those we experienced from late 2014 through most of 2016. Throughout this severe, prolonged downturn for our industry, our customer base demonstrated a more intense focus and placed a higher priority on receiving the lowest service cost pricing possible. Additionally, projects for certain of our core service lines are often awarded on a bid basis, which tends to further increase competition based primarily on price. During this downturn, our utilization and pricing levels were also negatively impacted by predatory pricing from certain large competitors, who elected to operate at negative margins for these services. During healthier market conditions, we believe many of our customers choose to work with us based on the safety, performance and quality of our crews, equipment and services, although even then, we must be competitive in our pricing. We seek to differentiate ourselves from our major competitors by our operating philosophy, which is focused on delivering the highest quality customer service and equipment, coupled with superior execution and operating efficiency. As part of this strategy, we target high volume, high efficiency customers with service intensive, 24-hour work, which is where we believe we can differentiate our services from our competitors.
Current Market Conditions and Outlook
The challenging market conditions experienced from late 2014 through most of 2016 began to abate towards the end of 2016 as commodity prices began to stabilize and customers began re-initiating their drilling and completion programs. As we entered 2017, we experienced increasing utilization levels in our Completion Services segment as our customers accelerated drilling and completion activity to take advantage of higher overall commodity prices. In many cases, we were able to increase pricing across our core Completion Services business, largely due to a lack of available service capacity in select core operating basins. Stability in the North American land drilling rig count coupled with the continued shortage of available fracturing equipment over the second and third quarters of 2017 resulted in higher overall utilization and pricing levels across our entire Completion Services segment especially in some of our smaller product lines. During the third quarter of 2017, we experienced strong utilization and pricing improvement, most notably in our wireline and pumping service lines, as well as in our coiled tubing and cementing service lines.

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In our Well Support Services segment, we also experienced improvement in market conditions entering into 2017, as customers began to allocate more capital towards well maintenance and workover activities with the stabilization in commodity prices. However, even with the increased activity levels experienced early in the year, the operating environment remained highly competitive and activity levels declined in the second quarter. In the third quarter, we experienced an increase in activity in both our rig services and special services product lines, and we experienced one of the largest increases in our active workover rig count in over a year. In our fluids management business, we experienced pockets of activity improvement, especially in West Texas and the Mid-Continent, but struggled to capitalize on these opportunities primarily due to growing labor shortages and day rates not being commensurate with rising cost structures. We will continue to manage this segment in-line with current market conditions and evaluate additional right-sizing measures, which should help to return the segment to higher levels of profitability over the coming quarters.
We are cautiously optimistic about the continued improvement in completion activity over the remainder of 2017. As long as macroeconomic conditions and commodity prices remain stable, we would expect improving levels of activity from the majority of our customer base for the remainder of 2017, which should result in continued operational and financial improvement in our Completion Services segment. In our Well Support Services segment, we would expect only modest increases in both utilization and pricing, but we remain cautious of the potential negative effects of seasonally driven decreases in activity levels that typically take place in the fourth quarter due to depleted customer budgets and a greater focus on forward year budgeting.
We are actively monitoring the market and managing our business in line with demand for services, and we will make adjustments as necessary to effectively respond to changes in market conditions. We are taking a measured approach to asset deployment, balancing our view of customer demand with an acute focus on generating positive returns. Our top priorities remain to drive revenue by maximizing utilization, improve margins through cost controls, protect and grow market share by focusing on the quality and efficiency of our service execution and ensure we are strategically positioned to capitalize on future market improvement.
For additional information, please see “Liquidity and Capital Resources” and “Reportable Segments” in this Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in addition to “Cautionary Note Regarding Forward-Looking Statements” in Part I, Financial Information and “Risk Factors” in Part II, Item 1A of this Quarterly Report.
Results of Operations
As a result of our emergence from the Chapter 11 Proceeding, the first quarter 2017 financial results have been separately presented under the label "Successor" for the three and nine months ended September 30, 2017 . The results for the Predecessor on January 1, 2017 reflect solely the impact of the application of fresh start accounting on that date and are therefore not included in the discussion of results of operations below.
Results for the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016
The following table summarizes the change in our results of operations for the three months ended September 30, 2017 when compared to the three months ended September 30, 2016 (in thousands):

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Successor
 
Predecessor
 
 
 
 
Three Months Ended 
 September 30, 2017
 
Three Months Ended 
 September 30, 2016
 
$ Change
Completion Services:
 
 
 
 
 
 
Revenue
 
$
344,941

 
$
140,204

 
$
204,737

Operating income (loss)
 
$
45,755

 
$
(42,694
)
 
$
88,449

 
 
 
 
 
 
 
Well Support Services:
 
 
 
 
 
 
Revenue
 
$
97,711

 
$
90,307

 
$
7,404

Operating loss
 
$
(10,016
)
 
$
(11,647
)
 
$
1,631

 
 
 
 
 
 
 
Other Services:
 
 
 
 
 
 
Revenue
 
$
—

 
$
2,026

 
$
(2,026
)
Operating loss
 
$
—

 
$
(4,235
)
 
$
4,235

 
 
 
 
 
 
 
Corporate / Elimination:
 
 
 
 
 
 
Revenue
 
$
—

 
$
—

 
$
—

Operating loss
 
$
(29,327
)
 
$
(26,977
)
 
$
(2,350
)
 
 
 
 
 
 
 
Combined:
 
 
 
 
 
 
Revenue
 
$
442,652

 
$
232,537

 
$
210,115

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Direct costs
 
339,980

 
216,841

 
123,139

Selling, general and administrative expenses
 
59,639

 
48,825

 
10,814

Research and development
 
1,674

 
1,797

 
(123
)
Depreciation and amortization
 
36,271

 
51,321

 
(15,050
)
(Gain) loss on disposal of assets
 
(1,324
)
 
(694
)
 
(630
)
Operating income (loss)
 
6,412

 
(85,553
)
 
91,965

Other income (expense):
 
 
 
 
 
 
Interest expense, net
 
(171
)
 
(8,158
)
 
7,987

Other income (expense), net
 
1,116

 
7,075

 
(5,959
)
Total other income (expense)
 
945

 
(1,083
)
 
2,028

Income (loss) before reorganization items and income taxes
 
7,357

 
(86,636
)
 
93,993

 
 
 
 
 
 
 
Reorganization items
 
—

 
40,877

 
(40,877
)
Income tax benefit
 
(3,127
)
 
(21,123
)
 
17,996

Net income (loss)
 
$
10,484

 
$
(106,390
)
 
$
116,874

Revenue
Revenue increased $210.1 million , or 90.4% , to $442.7 million for the three months ended September 30, 2017 , as compared to $232.5 million for the three months ended September 30, 2016 . The increase in revenue was primarily due to (i) an increase of $204.7 million in our Completion Services segment as a result of the continued strong demand for all of our completion services, which resulted in improved utilization and pricing across our asset base, (ii) an increase of $7.4 million in our Well Support Services segment as a result of improvement in both our rig services and special services product lines and (iii) a decrease of $2.0 million in our Other Services segment as a result of the segment being divested subsequent to September 30, 2016.
Direct Costs

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Direct costs increased $123.1 million , to $340.0 million for the three months ended September 30, 2017 , compared to $216.8 million for the three months ended September 30, 2016 . The increase in direct costs was primarily due to the increased revenue primarily from our Completion Services segment.
Selling, General and Administrative Expenses (“SG&A”) and Research and Development Expense (“R&D”)
SG&A increased $10.8 million , or 22.1% , to $59.6 million for the three months ended September 30, 2017 , as compared to $48.8 million for the three months ended September 30, 2016 . The increase in SG&A was primarily due to (i) a $14.2 million increase in compensation expense primarily resulting from (a) significant increases in operating performance during the third quarter of 2017 and (b) the reinstatement of previously reduced compensation programs during the first half of 2017, (ii) a $2.9 million increase in professional fee expense primarily as a result of efficiency initiatives within our finance and human resources departments and (iii) a $0.3 million increase in other general and administrative expenses, partially offset by a $6.6 million reduction in costs related to our restructuring activities as a result of the debt covenant violation leading up to the Chapter 11 Proceeding during the corresponding prior year period.
We also incurred $1.7 million in R&D for the three months ended September 30, 2017 , which is inline with the $1.8 million in R&D for the corresponding prior year period and reflective of our limiting our investments to those key technologies that are providing our businesses with a competitive advantage by enhancing our operational capabilities and reducing our overall cost structure.
Depreciation and Amortization Expense (“D&A”)
D&A decreased $15.1 million , or 29.3% , to $36.3 million for the three months ended September 30, 2017 , as compared to $51.3 million for the three months ended September 30, 2016 . The decrease in D&A was primarily the result of a lower value of the asset base as a result of the estimated fresh start adjustments to the Company's property, plant and equipment ("PP&E") and other intangible assets on January 1, 2017 (the "Fresh Start Reporting Date").
Interest Expense
Interest expense was $0.2 million for the three months ended September 30, 2017 , which decreased $8.0 million from $8.2 million for the corresponding prior year period. The decrease is primarily due to the settlement of all outstanding borrowings of the Predecessor in accordance with the Restructuring Plan.
Income Taxes
We recorded a tax benefit of $3.1 million for the three months ended September 30, 2017 , at a negative effective rate of (42.5%), compared to a tax benefit of $21.1 million for the comparable prior year period, at an effective rate of 16.6%. For the three months ended September 30, 2017 , before the benefit related to unrecognized tax positions, we recorded income taxes at an estimated effective tax rate of approximately 1.0%.  The decrease in the effective tax rate, and the resulting effective tax rate below the expected statutory rate, was primarily due to the existence, and adjustment of our valuation allowance applied against certain deferred tax assets, including net operating loss carryforwards.
Results for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016
The following table summarizes the change in our results of operations for the nine months ended September 30, 2017 when compared to the nine months ended September 30, 2016 (in thousands):

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Successor
 
Predecessor
 
 
 
 
Nine Months Ended September 30, 2017
 
Nine Months Ended September 30, 2016
 
$ Change
Completion Services:
 
 
 
 
 
 
Revenue
 
$
857,015

 
$
446,597

 
$
410,418

Operating income (loss)
 
$
84,951

 
$
(263,426
)
 
$
348,377

 
 
 
 
 
 
 
Well Support Services:
 
 
 
 
 
 
Revenue
 
$
289,974

 
$
274,991

 
$
14,983

Operating loss
 
$
(26,149
)
 
$
(361,433
)
 
$
335,284

 
 
 
 
 
 
 
Other Services:
 
 
 
 
 
 
Revenue
 
$
—

 
$
5,732

 
$
(5,732
)
Operating loss
 
$
—

 
$
(31,776
)
 
$
31,776

 
 
 
 
 
 
 
Corporate / Elimination:
 
 
 
 
 
 
Revenue
 
$
—

 
$
—

 
$
—

Operating loss
 
$
(102,042
)
 
$
(111,769
)
 
$
9,727

 
 
 
 
 
 
 
Combined:
 
 
 
 
 
 
Revenue
 
$
1,146,989

 
$
727,320

 
$
419,669

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Direct costs
 
912,197

 
708,377

 
203,820

Selling, general and administrative expenses
 
182,896

 
182,205

 
691

Research and development
 
4,944

 
5,959

 
(1,015
)
Depreciation and amortization
 
100,709

 
164,557

 
(63,848
)
Impairment expense
 
—

 
430,406

 
(430,406
)
(Gain) loss on disposal of assets
 
(10,517
)
 
4,220

 
(14,737
)
Operating loss
 
(43,240
)
 
(768,404
)
 
725,164

Other income (expense):
 
 
 
 
 
 
Interest expense, net
 
(1,276
)
 
(155,559
)
 
154,283

Other income (expense), net
 
1,221

 
12,397

 
(11,176
)
Total other income (expense)
 
(55
)
 
(143,162
)
 
143,107

Loss before income taxes
 
(43,295
)
 
(911,566
)
 
868,271

 
 
 
 
 
 
 
Reorganization items
 
—

 
40,877

 
(40,877
)
Income tax benefit
 
(8,756
)
 
(126,522
)
 
117,766

Net loss
 
$
(34,539
)
 
$
(825,921
)
 
$
791,382

Revenue
Revenue increased $419.7 million , or 57.7% , to $1.1 billion for the nine months ended September 30, 2017 , as compared to $727.3 million for the corresponding prior year period. The increase in revenue was primarily due to (i) an increase of $410.4 million in revenue in our Completion Services segment as a result of the continued strong demand for all of our completion services, which resulted in improved utilization and pricing across our asset base, (ii) an increase of $15.0 million in our Well Support Services segment as a result of improvement in both our rig service and special services product lines and (iii) a decrease of $5.7 million in our Other Services segment as a result of the segment being divested subsequent to September 30, 2016.
Direct Costs

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Direct costs increased $203.8 million , or 28.8% , to $912.2 million for the nine months ended September 30, 2017 , compared to $708.4 million for the corresponding prior year period. The increase in direct costs was primarily due to the increased revenue, primarily from our Completion Services segment, partially offset by inventory write-downs in the corresponding prior year period.
Selling, General and Administrative Expenses (“SG&A”) and Research and Development Expense (“R&D”)
SG&A increased $0.7 million , or 0.4% , to $182.9 million for the nine months ended September 30, 2017 , as compared to $182.2 million for the corresponding prior year period. The increase in SG&A was primarily due to (i) a $28.6 million increase in compensation expense primarily as a result of (a) significant increases in operating performance throughout the first three quarters of 2017 and (b) the reinstatement of certain previously reduced compensation programs during the first half of 2017 and (ii) a $3.7 million increase in professional fee expense primarily as a result of efficiency initiatives within our finance and human resources departments, partially offset by (i) a $14.4 million reduction in costs related to our restructuring activities as a result of the debt covenant violation leading up to the Chapter 11 Proceeding during the corresponding prior year period, (ii) an $8.8 million reduction in severance costs as a result of headcount reductions in the corresponding prior year period, (iii) a $4.8 million reduction in integration related costs incurred in the corresponding prior year period primarily related to the planned implementation of the new ERP system, (iv) a $3.4 million reduction in insurance expense primarily due to a lower claims accrual for the period and a $0.2 million decrease in other general and administrative expenses.
We also incurred $4.9 million in R&D for the nine months ended September 30, 2017 , as compared to $6.0 million for the corresponding prior year period. The decrease in R&D was primarily due to limiting our investments to those key technologies that are providing our businesses with a competitive advantage by enhancing our operational capabilities and reducing our overall cost structure.
Depreciation and Amortization Expense (“D&A”)
D&A decreased $63.8 million , or 38.8% , to $100.7 million for the nine months ended September 30, 2017 , as compared to $164.6 million for the corresponding prior year period. The decrease in D&A was primarily due to a lower value of the asset base as a result of the estimated fresh start adjustments on the Fresh Start Reporting Date to our PP&E and other intangible assets.
Impairment Expense
Due to the severe downturn in the oil and gas industry and the resulting sustained weakness in demand for our services, we determined that it was necessary to test goodwill for impairment and to test PP&E and other intangible assets for recoverability throughout 2016.
Impairment expense for the nine months ended September 30, 2016 was $430.4 million and consisted of $314.3 million of goodwill impairment related to impairment of all remaining goodwill associated with our Well Support Services segment, along with $55.0 million related to other intangible assets and $61.1 million related to PP&E within each of our Completion Services segment, Well Support Services segment and Other Services segment.
Interest Expense
Interest expense was $1.3 million for the nine months ended September 30, 2017 , which decreased $154.3 million from $155.6 million in the corresponding prior year period. The decrease is primarily due to the settlement of all outstanding borrowings of the Predecessor in accordance with the Restructuring Plan in addition to the prior year $91.9 million of accelerated amortization of original issue discount and deferred financing costs, fully amortized as of June 30, 2016 as a result of the Restructuring Support agreement.
Income Taxes
We recorded a tax benefit of $8.8 million for the nine months ended September 30, 2017 , at an effective rate of 20.2%, compared to a tax benefit of $126.5 million for the comparable prior year period, at an effective rate of 13.3%. For the nine months ended September 30, 2017 , before the benefit related to unrecognized tax positions and additional allowed tax refund claims, we recorded income taxes at an estimated tax rate of approximately 1.0%. The decrease in the effective tax rate was primarily due to the existence, and adjustment to our valuation allowances applied against certain deferred tax assets, including net operating loss carryforwards.

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Liquidity and Capital Resources
Sources of Liquidity and Capital Resources
Our primary uses of cash are for operating costs and expenditures and capital expenditures. The oilfield services business is capital-intensive, requiring significant investment to maintain, upgrade and purchase equipment to meet our customers’ needs and industry demand. Our capital requirements consist primarily of:
•
growth capital expenditures, which are capital expenditures made to acquire additional equipment and other assets, increase our service lines, or advance other strategic initiatives for the purpose of growing our business; and
•
capital expenditures related to our existing equipment, such as refurbishment and other activities to extend the useful life of partially or fully depreciated assets.    
In addition, during prior periods, a significant amount of our cash flow was used to service our significant indebtedness as a result of the Nabors Merger. However, as a result of the Chapter 11 Proceeding, substantially all of our debt was discharged and we expect that interest expense will be a smaller component of our expenses in the near term.
As of September 30, 2017 , we had a cash balance of $213.1 million and no borrowings drawn on our Amended Credit Facility (as defined below), which had borrowing capacity of $178.4 million resulting in total liquidity of $391.5 million. Under the terms of our Amended Credit Facility, the borrowing base is subject to monthly adjustments based on current levels of accounts receivable and inventory. Current liquidity, after giving effect to our recently announced acquisition of O-Tex and the divestiture of our Canadian rig services business, was $293.7 million as of November 6, 2017, including a current cash balance of approximately $115.3 million.
Capital expenditures totaled $151.4 million during the first three quarters of 2017, primarily pertaining to the maintenance of deployed equipment, the refurbishment of existing stacked equipment in preparation for redeployment and related reactivation costs, and the building of new equipment for our core service lines. We continue to expect 2017 capital expenditures to be approximately $210.0 million, compared to $57.9 million in 2016.  In response to persistently challenging industry conditions, we significantly scaled back our 2016 capital expenditure plan, limiting it to the maintenance of our active, deployed equipment.  Based on current customer demand, and assuming current market conditions remain stable, we currently expect that the majority of our 2017 capital expenditures will include the refurbishment and related reactivation costs of existing stacked equipment in preparation for redeployment, as well as growth capital expenditures for the purchase of new equipment across our core service lines. Please also read “-Financial Condition and Cash Flows” below for information about net cash provided by or used in our operating, investing and financing activities.
With the relatively stable North American drilling rig count, slightly higher commodity prices, and the continued shortages of available completion services equipment, we are particularly focused on redeploying our stacked frac fleets.  The recent industry cycle has provided an opportunity to upgrade our equipment concurrent with our reactivation efforts and achieve standardization across our frac fleet, which among other benefits, is expected to increase the operating life of the equipment and lower the overall cost of ownership. During the third quarter of 2017, we deployed a horizontal frac fleet consisting of new-build pumps and refurbished ancillary equipment and an additional vertical fleet consisting of refurbished pumps, all of which totaled 60,000 HHP.  Additionally, we plan to redeploy the remainder of our approximately 55,000 warm stacked HHP and 230,000 cold stacked HHP over the course of 2017 and 2018. We currently estimate the cost of refurbishing our additional warm stacked HHP will range between $250,000 to $350,000 per pump and our cold stacked equipment will range between $500,000 and $600,000 per pump.  With respect to some of the older cold stacked fleets, in addition to the pump refurbishment costs, we expect to incur additional costs for ancillary equipment necessary for redeployment. Our typical horizontal fleet size consists of 20 pumps and our typical vertical fleet size consists of 10 pumps. Early in the third quarter we placed an order for 20 new-build pumps, which we currently expect to place into service in the first quarter of 2018. These pumps will increase our total HHP capacity to approximately 900,000 HHP, and we currently intend to combine them with existing ancillary equipment to form an additional horizontal fleet. 
Our primary sources of liquidity have historically included cash flows from operations, proceeds from public offerings of common stock and borrowings under debt facilities. Future cash flows are subject to a number of variables, and are highly dependent on the drilling, completion and production activity by our customers, which in turn is highly dependent on oil and gas prices. See Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Industry Trends and Outlook” for additional discussion of the market challenges within our industry.

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On January 6, 2017, we entered into a revolving credit and security agreement (the “New Credit Facility”) with PNC Bank, National Association, as administrative agent (the “Agent”). We subsequently amended and restated the New Credit Facility in full pursuant to an amended and restated revolving credit and security agreement (the “Amended Credit Facility”) dated May 4, 2017, with the Agent and the lenders party thereto. We currently have $178.4 million of available borrowing capacity under our Amended Credit Facility after taking into consideration our current outstanding letters of credit of approximately $20.7 million. For additional information about the Amended Credit Facility, please see “-Description of our Indebtedness” below and Note 4 - Debt in Part I, Item 1 “Financial Statements” of this Quarterly Report.
On April 12, 2017, we consummated an underwritten public offering of an aggregate 8,050,000 shares of our common stock at public offering price of $32.50 per share, of which 7,050,000 shares were offered by us and 1,000,000 shares were offered by the selling stockholder. We received approximately $216.2 million in net proceeds after deducting underwriting discounts and commissions and other estimated expenses of the offering payable by us. We are using the net proceeds to us from the offering for general corporate purposes, including to fund our 2017 capital expenditure and growth initiatives. We did not receive any of the proceeds from the sale of shares of common stock by the selling stockholder.
Based on our existing operating performance, we currently believe that our cash flows from operations and existing capital will be sufficient to meet our operational and capital expenditure requirements over the next twelve months.
Financial Condition and Cash Flows
The net cash provided by or used in our operating, investing and financing activities is summarized below (in thousands):
 
 
Successor
 
 
Predecessor
 
 
Nine Months Ended September 30, 2017
 
 
Nine Months Ended September 30, 2016
Cash provided by (used in):
 
 
 
 
 
Operating activities
 
$
(60,834
)
 
 
$
(82,744
)
Investing activities
 
(114,704
)
 
 
(15,658
)
Financing activities
 
210,339

 
 
176,069

Effect of exchange rate on cash
 
(2,919
)
 
 
(2,156
)
Change in cash and cash equivalents
 
$
31,882

 
 
$
75,511

Cash Provided by Operating Activities
Net cash used in operating activities was $60.8 million for the nine months ended September 30, 2017 . The use of cash was primarily related to $158.7 million of increased investment in working capital (accounts receivable, inventory, accounts payable and accrued expenses) as a result of the increase in the demand primarily for our completion service lines and the resulting increase in revenue and direct costs for the first nine months of 2017. This cash outflow was partially offset by net loss of $34.5 million and adjustments for non-cash items of $116.4 million as well as positive changes in other operating assets and liabilities, excluding accounts receivable, inventory, accounts payable and accrued expenses.
Net cash used in operating activities was $82.7 million for the nine months ended September 30, 2016 . The use of cash was primarily related to net loss of $825.9 million and adjustments for non-cash items of $642.4 million , partially offset by (i) cash inflows of $85.8 million due to a decrease in our investment in working capital (accounts receivable, inventory, accounts payable and accrued expenses) as a result of the decrease in the demand for our services and the resulting decrease in revenue and direct costs during the first nine months of 2016 and (ii) positive changes in other operating assets and liabilities, excluding accounts receivable, inventory, accounts payable and accrued expenses.
Cash Used in Investing Activities
Net cash used in investing activities was $114.7 million for the nine months ended September 30, 2017 . The use of cash was related to $151.4 million of capital expenditures primarily pertaining to the refurbishment of stacked equipment and the construction of new-build frac pumps and refurbished ancillary equipment, partially offset by (i) $27.1 million of proceeds from the divestiture of our non-core business lines previously reported under our Other Services reportable segment and (ii) $9.6 million of proceeds from the disposal of property, plant and equipment.

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Net cash used in investing activities was $15.7 million for the nine months ended September 30, 2016 . The use of cash was primarily related to (i) $44.6 million of capital expenditures primarily pertaining to the new ERP system and to costs incurred to extend the useful lives of our existing equipment and (ii) $1.8 million of payments related to non-core service lines, partially offset by $30.8 million of proceeds from the disposal of property, plant and equipment.
Cash Provided by Financing Activities
Net cash provided by financing activities was $210.3 million for the nine months ended September 30, 2017 . The cash provided was primarily related to $215.9 million of proceeds from the public offering of common stock, partially offset by (i) $3.8 million of employee tax withholding on restricted stock vesting and (ii) $1.7 million of cash paid for financing costs related to our Amended Credit Facility.
Net cash provided by financing activities was $176.1 million for the nine months ended September 30, 2016 . The cash provided was primarily related to $174.0 million in proceeds from the Predecessor's revolving credit facility, $24.5 million in proceeds from the DIP Facility partially offset by (i) $13.3 million in payments on the Predecessor's revolving credit facility and term debt, (ii) $5.6 million of payments for excess tax expense from share-based compensation (iii) $2.2 million in payments related to capital lease obligations and (iv) $1.0 million of cash paid for financing costs related to our DIP Facility.
Description of our Indebtedness
The Successor and certain of its subsidiaries (the “Borrowers”) entered into the New Credit Facility on the Plan Effective Date, and on May 4, 2017 entered into the Amended Credit Facility.
The Amended Credit Facility allows the Borrowers to incur revolving loans in an aggregate amount up to the lesser of (a) $200.0 million or (b) a borrowing base, which borrowing base is based upon the value of the Borrowers’ accounts receivable and inventory, subject to eligibility criteria and customary reserves which may be modified in the Agent’s permitted discretion.
The Amended Credit Facility also provides for the issuance of letters of credit, which would further reduce borrowing capacity thereunder. The maturity date of the Amended Credit Facility is May 4, 2022.
If at any time the amount of loans and other extensions of credit outstanding under the Amended Credit Facility exceed the borrowing base, the Borrowers may be required, among other things, to prepay outstanding loans immediately.
The Borrowers’ obligations under the Amended Credit Facility are secured by liens on a substantial portion of the Borrowers’ personal property, subject to certain exclusions and limitations. Upon the occurrence of certain events, additional collateral, including a portion of the Borrowers’ real properties, may also be required to be pledged. Each of the Borrowers is jointly and severally liable for the obligations of the other Borrowers under the Amended Credit Facility.
At the Borrowers’ election, interest on borrowings under the Amended Credit Facility will be determined by reference to either LIBOR plus an applicable margin of 2.0% or an “alternate base rate” plus an applicable margin of 1.0%. Beginning after the fiscal month ending on or about September 30, 2017, these margins will be subject to a monthly step-up of 0.25% in the event that average excess availability under the Amended Credit Facility is less than 37.5% of the total commitment, and a monthly step-down of 0.25% in the event that average excess availability under the Amended Credit Facility equal to or greater than 62.5% of the total commitment. Interest will be payable quarterly for loans bearing interest based on the alternative base rate and on the last day of the interest period applicable to LIBOR-based loans. The Borrowers will also be required to pay a fee on the unused portion of the Amended Credit Facility equal to (i) 0.75% in the event that utilization is less than 25.0% of the total commitment, (ii) 0.50% in the event that utilization is equal to or greater than 25% of the total commitment but less than 50% of the total commitment and (iii) 0.375% in the event that utilization is equal to or greater than 50% of the total commitment.
The Amended Credit Facility contains covenants that limit the Borrowers’ and their subsidiaries’ ability to incur additional indebtedness, grant liens, make loans or investments, make distributions, merge into or consolidate with other persons, make capital expenditures or engage in certain asset dispositions including a sale of all or substantially all of the Company’s assets.
The Amended Credit Facility also contains a financial covenant which requires the Company to maintain a monthly minimum fixed charge coverage ratio of 1.0:1.0 if, as of any month-end, liquidity is less than $40.0 million.

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The fixed charge coverage ratio is generally defined in the Amended Credit Facility as the ratio of (i) EBITDA minus certain capital expenditures and cash taxes paid to (ii) the sum of cash interest expenses, scheduled principal payments on borrowed money and certain distributions.
Other Matters
Contractual Obligations
Other than as disclosed in Note 4 - Debt in Part I, Item 1 “Financial Statements” of this Quarterly Report, our contractual obligations at September 30, 2017 did not change materially from those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contractual Obligations” of our 2016 Annual Report.  Specifically, in accordance with the Restructuring Plan, on the Plan Effective Date, the Company repaid all amounts outstanding under the DIP Facility with the proceeds from the Rights Offering and the DIP Facility was canceled and discharged.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements, as defined in Item 303(a) (4)(ii) of Regulation S-K, as of September 30, 2017 .
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued a comprehensive new revenue recognition standard, Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") that will supersede existing revenue recognition guidance under U.S. GAAP. In August 2015, the FASB issued an accounting standards update for a one-year deferral of the revenue recognition standard's effective date for all entities, which changed the effectiveness to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The core principle of the new guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard creates a five-step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. We will adopt this new accounting standard on January 1, 2018 and upon adoption, we will incorporate the modified retrospective approach as our transition method that will result in a cumulative effect adjustment as of January 1, 2018. We are currently determining the impacts of the new standard on our contract portfolio. Our approach includes performing a detailed review of key contracts representative of our different businesses and comparing historical accounting policies and practices to the new standard. Since our services are primarily short-term in nature, our assessment at this stage is that we do not expect the new revenue recognition standard will have a material impact on our consolidated financial statements upon adoption.
In July 2015, the FASB issued ASU No. 2015-11, S implifying the Measurement of Inventory ("ASU 2015-11"), which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. ASU 2015-11 is part of the FASB’s simplification initiative and applies to entities that measure inventory using a method other than last-in, first-out ("LIFO") or the retail inventory method. We adopted ASU 2015-11 on January 1, 2017 prospectively and the adoption had no effect on net income or cash flows.
In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17”). ASU 2015-17 amends existing guidance on income taxes to require the classification of all deferred tax assets and liabilities as non-current on the balance sheet. We adopted ASU 2015-17 on January 1, 2017 prospectively and no prior periods have been restated to conform to the new presentation. The adoption had no effect on net income or cash flows.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU No. 2016-02 seeks to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. Unlike current U.S. GAAP, which requires only capital leases to be recognized on the balance sheet, ASU No. 2016-02 will require both operating and finance leases to be recognized on the balance sheet. Additionally, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The amendments in ASU No. 2016-02 are effective for fiscal years beginning after December

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15, 2018, including interim periods within those fiscal years, and early application is permitted. We are currently evaluating the impact of adopting this new accounting standard on our results of operations and financial position.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends U.S. GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments in ASU 2016-13 are effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. We are currently evaluating the impact this standard will have on our results of operations and financial position.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires an entity to recognize the income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, when the transfer occurs. The ASU is effective for the interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, and early application is permitted. We are currently evaluating the impact of adopting this new accounting standard on our results of operations and financial position.

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I TEM  3. Q UANTITATIVE AND Q UALITATIVE D ISCLOSURES A BOUT M ARKET R ISK
As of September 30, 2017 , there have been no material changes in market risk from the information provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or “Quantitative and Qualitative Disclosures About Market Risk” in our 2016 Annual Report.
I TEM  4. C ONTROLS AND P ROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2017 .
Changes in Internal Controls Over Financial Reporting.
Except as discussed below, there were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarterly period ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During January 2017, we implemented a new ERP system, SAP, as part of our plan to enhance functionality and to support our existing and future operations. As a result of the implementation of this system, we have experienced certain changes to our processes and procedures which, in turn, resulted in changes to our internal control over financial reporting. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, will continue to evaluate and monitor our internal controls as processes and procedures in each of the affected areas evolve.



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PART II – OTHER INFORMATION
I TEM  1. L EGAL P ROCEEDINGS
We are subject to various legal proceedings and claims incidental to or arising in the ordinary course of our business. Our management does not expect the outcome in any of these known legal proceedings, individually or collectively, to have a material adverse effect on our consolidated financial condition or results of operations.
U.S. Department of Justice Criminal Investigation into Pre-Merger Incident
There is a pending criminal investigation led by the Department of Justice in connection with a fatality that occurred at a C&P Business facility in Williston, North Dakota on October 3, 2014 prior to the Predecessor’s acquisition of the C&P Business in the Nabors Merger.  We are cooperating fully with the investigation, and expect to continue to do so.   At this time, we cannot predict the outcome of the investigation.
Shareholder Litigation
In July 2014, following the announcement that Old C&J, Nabors, and the Predecessor had entered into the Merger Agreement, a putative class action lawsuit was filed by a purported shareholder of Old C&J challenging the Merger. The lawsuit is styled City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, et al. (“Plaintiff”) v. Comstock, et al .; C.A. No. 9980-CB, in the Court of Chancery of the State of Delaware, filed on July 30, 2014 (the “Shareholder Litigation”). Plaintiff generally alleged that the board of directors for Old C&J breached fiduciary duties of loyalty, due care, good faith, candor and independence by allegedly approving the Merger Agreement at an unfair price and through an unfair process. Plaintiff alleged that the Old C&J board directors, or certain of them, (i) failed to fully inform themselves of the market value of Old C&J, or maximize its value and obtain the best price reasonably available for Old C&J, (ii) acted in bad faith and for improper motives, (iii) erected barriers to discourage other strategic alternatives and (iv) put their personal interests ahead of the interests of Old C&J shareholders. The Shareholder Litigation further alleged that Old C&J, Nabors and the Predecessor aided and abetted the alleged breaches of fiduciary duties by the Old C&J board of directors.
On October 29, 2015, Plaintiff filed an amended complaint naming additional defendants and generally alleging, in addition to the allegations described above, that (i) the special committee of the Old C&J board of directors and its advisors improperly conducted a court-ordered solicitation process that the Delaware Supreme Court vacated and (ii) the proxy statement filed in connection with the Merger contains alleged misrepresentations and omits allegedly material information concerning the Merger and court-ordered solicitation process. The Shareholder Litigation asserted, in addition to the claims described above, claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the special committee of the Old C&J board of directors, its financial advisor Morgan Stanley, and certain employees of Old C&J. Following the death of Josh Comstock, our founder and former Chief Executive Officer and Chairman of the Board of Directors, Plaintiff substituted the executor of Mr. Comstock’s estate in place of Mr. Comstock as a defendant in the Shareholder Litigation.
The defendants in the Shareholder Litigation filed motions to dismiss the amended complaint. On August 24, 2016, the Court of Chancery granted defendants’ motions and dismissed the Shareholder Litigation in its entirety with prejudice. On September 22, 2016, Plaintiff filed a Notice of Appeal to the Delaware Supreme Court, appealing the dismissal of the Shareholder Litigation. On March 23, 2017, the Delaware Supreme Court affirmed the dismissal with prejudice of the Shareholder Litigation.
On April 6, 2017, Plaintiff filed a motion in the Court of Chancery seeking an award of fees and costs on the basis that Plaintiff allegedly conferred a benefit on Old C&J stockholders (the “Fee Motion”). On April 11, 2017, counsel for defendants filed a letter requesting the release of a cash bond posted by Plaintiff in fall of 2014 and currently held by the Court of Chancery (the “Bond Request”). On October 13, 2017, the Court of Chancery held a hearing on the Fee Motion and Bond Request. The Court of Chancery granted the Bond Request, subject to Old C&J providing notice to and obtaining approval from the Bankruptcy Court concerning the Bond Request. The Court of Chancery has not yet issued a decision on the Fee Motion.
We cannot predict the outcome of the Fee Motion, or any lawsuit that might be filed, nor can we predict the amount of time and expense that will be required to resolve the Fee Motion. We believe the Fee Motion is without merit and we intend to defend it vigorously.
I TEM  1A. R ISK F ACTORS

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In addition to the information set forth in this Quarterly Report, including under the section titled “Cautionary Note Regarding Forward-Looking Statements,” in Part I, Item 1 “Financial Information,” you should carefully consider the information set forth in Item 1A “Risk Factors” in our 2016 Annual Report and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, each of which is incorporated by reference herein, for a detailed discussion of known material factors which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
I TEM  2. U NREGISTERED S ALES OF E QUITY S ECURITIES AND U SE OF P ROCEEDS
None.
I TEM  3. D EFAULTS U PON S ENIOR S ECURITIES
None.
I TEM  4. M INE S AFETY D ISCLOSURES
Not applicable.
I TEM  5. O THER I NFORMATION
Amendments Bylaws
On November 7, 2017, the board of directors (the “Board”) of the Company adopted the Amended and Restated Bylaws (the “Bylaws”) of the Company. The Bylaws were effective immediately upon approval and amend the Company’s preexisting bylaws to, among other things:
•
replace the plurality voting standard for uncontested director elections with a majority voting standard;
•
require the tender of the resignation of an incumbent director who does not receive a majority vote for re-election and require the Board to disclose within 90 days whether it accepts or rejects such resignation;
•
clarify the Board’s right to postpone, reschedule or cancel previously scheduled annual or special meetings of shareholders;
•
provide for additional disclosure and other requirements for advance notices of director nominations and shareholder proposals;
•
specify the powers of the chairman of a shareholder meeting over the conduct of such meeting;
•
define “cause” for the purpose of director removal by shareholders; and
•
allow special meetings of the Board with less than 48 hours notice.
The foregoing description of the Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Quarterly Report and incorporated by reference herein.
Termination of Rights Agreement
On November 7, 2017, the Company entered into Amendment No. 1 (the “ Amendment ”) to the Rights Agreement, dated as of January 6, 2017, between the Company and American Stock & Transfer Trust Company, LLC, as rights agent.
The Amendment accelerated the expiration of the rights to purchase one one-hundredth of a share of Series A Participating Cumulative Preferred Stock, par value $0.01 per share (the “ Rights ”) from 5:00 P.M., New York City time on January 6, 2020 to 5:00 P.M., New York City time on November 7, 2017, and had the effect of terminating the Rights Agreement. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached as Exhibit 4.1 to this Quarterly Report and incorporated by reference herein.
In connection with the adoption of the Rights Agreement, on January 6, 2017, the Company filed a Certificate of Designations of Series A Participating Cumulative Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Participating Cumulative Preferred Stock issuable upon exercise of the Rights (the “ Preferred Shares ”).

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Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing description of the Certificate of Elimination is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Elimination, a copy of which is attached as Exhibit 3.3 to this Quarterly Report and incorporated by reference herein.


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I TEM  6. E XHIBITS
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
Exhibit No.
  
Description of Exhibit.
 
 
 
 
2.1
 
3.1
  
*3.2
 
3.3
 
4.1
 
10.1
 
* 31.1
 
* 31.2
 
** 32.1
 
** 32.2
 
*§101.INS
 
XBRL Instance Document
*§101.SCH
 
XBRL Taxonomy Extension Schema Document
* §101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
* §101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
* §101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
* §101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
*
Filed herewith
**
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
+
Management contract or any compensatory plan, contract or arrangement.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
C&J Energy Services, Inc.
 
 
 
 
 
 
 
 
Date:
November 9, 2017
By:
 
/s/ Donald J. Gawick
 
 
 
 
 
 
 
 
Donald J. Gawick
 
 
 
 
 
 
Chief Executive Officer, President and Director
 
 
 
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Mark C. Cashiola
 
 
 
 
 
 
 
 
Mark C. Cashiola
 
 
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer)

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EXHIBIT INDEX
Exhibit No.
  
Description of Exhibit.
 
 
 
 
 
2.1
 
3.1
  
*3.2
 
3.3
 
4.1
 
10.1
 
* 31.1
 
* 31.2
 
** 32.1
 
** 32.2
 
*§101.INS
 
XBRL Instance Document
*§101.SCH
 
XBRL Taxonomy Extension Schema Document
* §101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
* §101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
* §101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
* §101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
*
Filed herewith
**
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K.
+
Management contract or any compensatory plan, contract or arrangement.

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APPROVED & ADOPTED NOVEMBER 7, 2017

    

AMENDED AND RESTATED
BYLAWS
OF
C&J ENERGY SERVICES, INC.

ARTICLE 1
OFFICES
Section 1.01      Registered Office . The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.02      Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (herein so called) may from time to time determine or the business of the Corporation may require.
Section 1.03      Books . The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE 2     
MEETINGS OF STOCKHOLDERS
Section 2.01      Time and Place of Meetings . All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman of the Board of Directors in the absence of a designation by the Board of Directors). The Board of Directors may, at any time prior to the holding of any meeting of stockholders, and for any reasonable reason, postpone, reschedule or cancel any meeting of stockholders previously scheduled by the Board of Directors upon public notice given prior to the time previously scheduled for such meeting. The meeting may be postponed or rescheduled to such time and place as is specified in the notice of postponement or rescheduling of such meeting.
Section 2.02      Annual Meetings . An annual meeting of stockholders shall be held for the election of directors to succeed those whose terms expire and to transact such other business as may properly be brought before the meeting.

1

Section 2.03      Special Meetings . Special meetings of the stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors.
Section 2.04      Notice of Meetings and Recessed or Adjourned Meetings; Waivers of Notice . (a)  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended from time to time (“ Delaware Law ”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The Board of Directors or the chairman of the meeting may adjourn or recess the meeting to another time or place, for any reasonable reason (whether or not a quorum is present), and notice need not be given of the recessed or adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which such recess or adjournment is made. At the recessed or adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If any recess or adjournment is for more than 30 days, or after the recess or adjournment a new record date is fixed for the recessed or adjourned meeting, a notice of the recessed or adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
(a)      A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.05      Quorum . Unless otherwise provided in the Certificate of Incorporation or these Bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the total voting power of all outstanding securities of the Corporation generally entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. For the avoidance of doubt, abstentions and broker non-votes shall be treated as present for purposes of determining the presence or absence of a quorum. The chairman of the meeting may recess or adjourn the meeting, for any reasonable reason, without notice other than announcement at the meeting, whether or not there is such a quorum. At such recessed or adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum and quorum will also be deemed present at any recessed session of any meeting of

2

stockholders at which a quorum was initially present, but if a quorum is not present at least initially, no business other than adjournment or recess may be transacted.
Section 2.06      Voting . (a)  Unless otherwise provided in the Certificate of Incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Abstentions and broker non-votes shall not be counted as votes cast. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter shall be the act of the stockholders. Subject to the rights of the holders of any class or series of preferred stock to elect additional directors under specific circumstances, as may be set forth in the certificate of designations for such class or series of preferred stock, except in a contested election, directors shall be elected by a majority of the votes cast at the meeting, which means that the number of votes cast “for” a nominee must exceed 50% of the votes cast with respect to such nominee. In a contested election, directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors. An election shall be considered contested if, as of the record date for such annual meeting of stockholders, there are more nominees for election to the Board of Directors than there are positions on the Board of Directors to be filled by election at the annual meeting of stockholders. If an incumbent director is not elected, the director shall promptly tender his or her resignation to the Board of Directors. The Nominating and Governance Committee of the Board of Directors (the “ Nominating and Governance Committee ”) will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the resignation. taking into account the recommendation of the Nominating and Governance Committee. and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the decisions of the Nominating and Governance Committee or the Board of Directors that concern such resignation. If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.12 or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.02 .
(a)      Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, or by proxy sent by cable, telegram or by any means of electronic communication permitted by law, which results in a writing from such stockholder or by his attorney, and delivered to the secretary of the meeting. No proxy shall be voted after three (3) years from its date, unless said proxy provides for a longer period.
(b)      Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or

3

giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he or she is of the proxies representing such shares.
Section 2.07      Inspectors at Meetings of Stockholders . At any meeting of stockholders, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. Such inspector shall ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, if any, count all votes and ballots, if any, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots, if any. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots, if any, cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.
Section 2.08      Stockholder Action by Written Consent . Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law.
Section 2.09      Organization . At each meeting of stockholders, the Chairman of the Board of Directors, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, or if one director shall not have been so designated, then the Chief Executive Officer, shall call such meeting to order and will act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.
Section 2.10      Order of Business . Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board of Directors, at any meeting of stockholders, the chairman of the meeting shall have the right and authority to determine the order of business and prescribe the rules, regulations or procedures at such meeting, including, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine, (d) regulation of the manner of voting, including the opening and closing of polls thereof, and conduct of discussion, (e) restrictions on entry to the meeting after the time fixed for the commencement thereof, (h) limitations on the time allotted to questions or comments by the

4

participants, each as the chairman of the meeting shall determine in his or her discretion, and (i) restrictions on the use of audio or video recording devices at the meeting.
Section 2.11      Nomination of Directors and Proposal of Other Business .
(a)      Annual Meetings of Stockholders . (i)  Nominations of persons for election to the Board of Directors or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or any committee thereof, (C) as may be provided in the certificate of designations for any class or series of preferred stock; or (D) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in paragraph (ii) of this Section 2.11(a) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.11(a) , and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal.
(i)      For nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (D) of paragraph (i) of this Section 2.11(a) , the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to, or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided , however , that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting was first made by the Corporation. In no event shall the recess, adjournment or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(ii)      A stockholder’s notice to the Secretary shall set forth:
(A) (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a “ Stockholder Nomination ”): the name, age, business and residence address of the person; (2) principal occupation or employment of the person (present and for the past five years; (3) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person; (4) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended (together with the rules and regulations promulgated thereunder), the “ Exchange Act ”)); (5) a complete and accurate description of all direct and indirect compensation and other material monetary arrangements and understandings (whether written or oral) during the past three

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years, and any other material relationships, between or among the proposing stockholder and such nominee, if any, and such nominees respective Affiliates and Associates (within the meaning of Rule 12b-2 under the Exchange Act), or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 – promulgated under Regulation S-K of the proposing stockholder and any nominee, if any, or any Affiliate or Associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (6) a reasonably detailed description of any other compensatory, payment or other financial agreement, arrangement or understanding that such person has with any other person or entity other than the Corporation including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Corporation (a “ Third-Party Compensation Arrangement ”); (7) a notarized letter signed by such nominee stating his or her acceptance of the nomination by that nominating stockholder and beneficial owner, if any, consenting to being named as a nominee for director in any proxy statement relating to such election, and representing that, if elected as director of the Corporation, he or she intends to serve a full term; and (8) the completed and signed questionnaire, written representations and agreements, and other requirements set forth in Section 2.11(c)(i) of these Bylaws.
(B) as to any other business that the stockholder proposes to bring before the meeting (a “ Stockholder Proposal”) , (1) a brief description of the business desired to be brought before the meeting; (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment); (3) the reasons for conducting such business and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (4) a complete and accurate description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names and addresses) in connection with the proposal of such business by such stockholder.
(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made:
(1)      the name and address of such stockholder (as they appear on the Corporation’s books) and any such beneficial owner;
(2)      for each class or series, the number of shares of capital stock of the Corporation that are held of record or are, directly or indirectly, beneficially owned by such stockholder and by any such beneficial owner;
(3)      a description of any agreement, arrangement or understanding between or among such stockholder and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such Stockholder Nomination or Stockholder Proposal;

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(4)      a description of any option, warrant, forward contract, contract of sale, convertible security, stock appreciation right, swap or similar right, instrument or agreement with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation, whether or not such right, instrument or otherwise (a “ Derivative Instrument ”), that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or any such beneficial owner or any such nominee with respect to the Corporation’s securities;
(5)      a description of any proxy, contract, arrangement, understanding or relationship pursuant to which the stockholder, and/or beneficial owner, if any, has a right to vote any shares of any security of the Corporation;
(6)      any Short Interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a “ Short Interest ” in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security);
(7)      any rights to dividends on the shares of the Corporation beneficially owned by such stockholder, and/or beneficial owner, if any that are separated or separable from the underlying shares of the Corporation;
(8)      any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, and/or beneficial owner, if any is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and
(9)      any performance related fees (other than an asset-based fee) that such stockholder or beneficial owner, if any, is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, including, without limitation, any such interest held by members of such stockholder, and/or beneficial owners, if any, immediate family sharing the same household;
(10)      a description of the Stockholder Proposal or Stockholder Nomination, as applicable, desired to be brought before the meeting, containing all material information relating thereto (including information relating to the stockholder, and/or beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents for, as applicable, the Stockholder Proposal or Nomination in a contested election pursuant to Section 14 of the Exchange Act and the regulations promulgated thereunder;

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(11)      the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment);
(12)      all arrangements or understandings between each stockholder and beneficial owner, if any, and any other persons, including their names, in connection with the Stockholder Proposal or Stockholder Nomination.
(13)      a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting;
(14)      a description of any material interests in such Stockholder Proposal or Stockholder Nomination of the stockholder or beneficial owner, if any, on whose behalf the proposal or nomination is made;
(15)      a representation that such stockholder is a holder of record of stock of the Corporation entitled to vote at a meeting of stockholders, will continue to be a holder of record of stock entitled to vote at such meeting through the date of the meeting and intends to appear in person or by proxy at the meeting to bring such Stockholder Proposal or Stockholder Nomination before the meeting;
(16)      a representation as to whether such stockholder or any such beneficial owner intends or is part of a group that intends to (i) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or to elect each such nominee and/or (ii) otherwise to solicit proxies from stockholders in support of such Stockholder Proposal or Stockholder Nomination;
(17)      any other information relating to such stockholder, beneficial owner, if any, or director nominee or proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such Stockholder Nomination or Stockholder Proposal pursuant to Section 14 of the Exchange Act; and
(18)      such other information relating to any Stockholder Proposal or Stockholder Nomination as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and stockholders of the Corporation to consider the Stockholder Proposal or Stockholder Nomination.
(b)      Special Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board of Directors at a special meeting of stockholders may be made by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 2.11(b) and at the time of the special meeting, who shall be entitled to

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vote at the meeting and who complies with the procedures set forth in this Section 2.11(b) . For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.11(b) , the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (A) not earlier than 120 days prior to the date of the special meeting nor (B) later than the later of 90 days prior to the date of the special meeting or the 10th day following the day on which public announcement of the date of the special meeting was first made. A stockholder’s notice to the Secretary shall comply with the notice requirements of Section 2.11(a)(iii) .
(c)      General . (i)   To be eligible to be a nominee for election as a director, the proposed nominee must provide to the Secretary of the Corporation in accordance with the applicable time periods prescribed for delivery of notice under Section 2.11(a)(ii) or Section 2.11(b) : (1) a completed D&O questionnaire (in the form to be provided by the secretary of the Corporation within 10 days of the request of the nominating stockholder) containing information regarding the nominee’s background and qualifications and such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation or to serve as an independent director of the Corporation, (2) a written representation that, (x) unless previously disclosed to the Corporation, the nominee is not and will not become a party to any voting agreement, arrangement or understanding with any person or entity (a “ Voting Commitment ”) as to how such nominee, if elected as a director, will vote on any issue or (y) the nominee is not and will not become a party to a Voting Commitment that could interfere with such person’s ability to comply, if elected as a director, with his/her fiduciary duties under applicable law, (3) a written representation and agreement that, unless previously disclosed to the Corporation pursuant to Section 2.11(a)(iii)(A) , the nominee is not and will not become a party to any Third-Party Compensation Arrangement, (4) a written representation that the nominee will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading and (5) a written representation that, if elected as a director, such nominee would be in compliance and will continue to comply with all applicable law and all applicable rules of the U.S. exchanges upon which the capital stock of the Corporation is listed and has read, would be in compliance with and will continue to comply with, to the extent adopted by the Corporation, the Corporation’s corporate governance, conflict of interest, confidentiality, stock ownership, and trading policies and other guidelines applicable to directors, as amended from time to time. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the Corporation the information that is required to be set forth in a stockholder’s notice of nomination that pertains to the nominee.
(i)      No person shall be eligible to be nominated by a stockholder to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.11 . No business proposed by a stockholder shall be conducted at a stockholder meeting except in accordance with this Section 2.11 .

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(ii)      The chairman of the meeting, in addition to making other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws or that business was not properly brought before the meeting, and if he/she should so determine, he/she shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this Section 2.11 , unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation and counted for purposes of determining a quorum. For purposes of this Section 2.11 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
(iii)      Without limiting the foregoing provisions of this Section 2.11 , a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 2.11 ; provided , however , that any references in these Bylaws to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.11 , and compliance with paragraphs (a)(i)(C) and (b) of this Section 2.11 shall be the exclusive means for a stockholder to make nominations or submit other business (other than as provided in Section 2.11(c)(v) ).
(iv)      Nothing in this Section 2.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(v)      A stockholder providing notice of any nomination or other business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.11 shall be correct (i) as of the record date for the meeting and (ii) as of the date that is 10 business days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date) and not later than seven business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to) or any adjournment, recess, rescheduling or postponement thereof (in the case of the update and supplement required to be made as of 10 business days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof).

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ARTICLE 3     
DIRECTORS
Section 3.01      General Powers . Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Section 3.02      Number, Election and Term of Office . The Board of Directors shall consist of a number of directors to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the Board of Directors. As set forth in Article 6 of the Certificate of Incorporation, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board of Directors. Except as otherwise provided in the Certificate of Incorporation, each director shall serve for a term ending on the date of the third annual meeting of stockholders next following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders.
Section 3.03      Quorum and Manner of Acting . Unless the Certificate of Incorporation or these Bylaws require a greater number, a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and, except as otherwise expressly required by law or by the Certificate of Incorporation, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 3.04      Time and Place of Meetings . The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman of the Board of Directors in the absence of a determination by the Board of Directors, or the Chief Executive Officer in the Chairman’s absence).
Section 3.05      Annual Meeting . The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

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Section 3.06      Regular Meetings . After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.
Section 3.07      Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the Chief Executive Officer and shall be called by the Chairman of the Board of Directors, Chief Executive Officer or the Secretary, on the written request of a majority of the Board of Directors. Notice of special meetings of the Board of Directors shall be given to each director at least 48 hours before the date of the meeting in such manner as is determined by the Board of Directors (or fewer than 48 hours if any of the (a) Chairman of the Board of Directors, (b) Chief Executive Officer or (c) majority of the Board of Directors determines that it is necessary or advisable for the Board of Directors to hold a special meeting sooner).
Section 3.08      Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 3.09      Action by Consent . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 3.10      Telephonic Meetings . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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Section 3.11      Resignation . Any director may resign from the Board of Directors at any time by giving notice to the Board of Directors or to the Secretary of the Corporation. Any such notice must be in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.12      Vacancies . Unless otherwise provided in the Certificate of Incorporation, vacancies on the Board of Directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors shall, except as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director, and each director so elected shall hold office for a term that shall coincide with the term of the Class to which such director shall have been elected. If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the Certificate of Incorporation when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of the other vacancies.
Section 3.13      Removal . No director may be removed from office by the stockholders except for cause with the affirmative vote of the holders of not less than a majority of the total voting power of all outstanding securities of the corporation generally entitled to vote in the election of directors, voting together as a single class. Except as applicable law otherwise provides, “cause” for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (i) has been convicted of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (a) the affirmative vote of at least 80% of the directors then in office at any meeting of the Board of Directors called for that purpose or (b) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation.
Section 3.14      Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.
Section 3.15      Preferred Stock Directors . Notwithstanding anything else contained herein, whenever the holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of the resolutions applicable thereto adopted by the Board of Directors pursuant to the Certificate of Incorporation, and such directors so elected shall not be subject to the provisions of Sections 3.02 , 3.12 and 3.13 of this Article 3 .

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ARTICLE 4     
OFFICERS
Section 4.01      Principal Officers . The principal officers of the Corporation shall be a Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer, General Counsel, one or more Presidents, one or more Senior Vice Presidents and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board of Directors may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary. The Chief Executive Officer shall be a director of the Corporation for so long as that person is serving as Chief Executive Officer.
Section 4.02      Appointment, Term of Office and Remuneration . The principal officers of the Corporation shall be appointed by the Board of Directors in the manner determined by the Board of Directors. Each such officer shall hold office until his or her successor is appointed, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.
Section 4.03      Subordinate Officers . In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have a Treasurer, one or more Vice Presidents, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.
Section 4.04      Removal . Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by a majority of the Board of Directors.
Section 4.05      Resignations . Any officer may resign at any time by giving notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). Any such notice must be in writing. The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06      Powers and Duties . The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.
ARTICLE 5     
CAPITAL STOCK

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Section 5.01      Certificates for Stock; Uncertificated Shares . The shares of the Corporation need not be represented by certificates, and the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares or a combination of certificated and uncertificated shares. Any such resolution that shares of a class or series will only be uncertificated shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Except as otherwise required by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of shares represented by certificates of the same class and series shall be identical. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the Chief Executive Officer, President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of such Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.
Section 5.02      Transfer of Shares . Shares of the stock of the Corporation may be transferred on the record of stockholders of the Corporation by the holder thereof or by such holder’s duly authorized attorney upon surrender of a certificate therefor properly endorsed or upon receipt of proper transfer instructions from the registered holder of uncertificated shares or by such holder’s duly authorized attorney and upon compliance with appropriate procedures for transferring shares in uncertificated form, unless waived by the Corporation.
Section 5.03      Authority for Additional Rules Regarding Transfer . The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificated or uncertificated shares of the stock of the Corporation, as well as for the issuance of new certificates in lieu of those which may be lost or destroyed, and may require of any stockholder requesting replacement of lost or destroyed certificates, bond in such amount and in such form as they may deem expedient to indemnify the Corporation, and/or the transfer agents, and/or the registrars of its stock against any claims arising in connection therewith.
ARTICLE 6     
INDEMNIFICATION
Section 6.01      Indemnification . The Corporation (and any successor or surviving corporation to the Corporation by merger or otherwise) shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “ Indemnitee ”) who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) (whether such Proceeding is an action by or in the right of the Corporation, is initiated by a third party or otherwise), by reason of the fact that he or

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she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to an employee benefit plan, against all liability, expense and loss (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee, but only if such indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except for a suit or action brought under Section 6.03 , the Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation.
Section 6.02      Prepayment of Expenses . The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided , however , that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article 6 or otherwise.
Section 6.03      Claims . If a claim for indemnification or payment of expenses under this Article 6 is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.
Section 6.04      Authorization . Any indemnification under Section 6.01 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 . Such determination shall be made (a) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum; or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders.
Section 6.05      Nonexclusivity of Rights . The rights conferred on any Indemnitee by this Article 6 shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

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Section 6.06      Amendment or Repeal . Any repeal or modification of the provisions of this Article 6 shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.
Section 6.07      Other Indemnification and Prepayment Expenses . This Article 6 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by the Board of Directors. Subject to the foregoing, persons who are not covered by the foregoing provisions and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including a subsidiary of the Corporation, may be indemnified to the extent authorized at any time or from time to time by the Board of Directors in its sole discretion.
Section 6.08      Survival of Indemnification Rights . The rights to indemnification and advance payment of expenses provided by Section 6.01 and Section 6.02 shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.
Section 6.09      Insurance . The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, partner (limited or general), manager, trustee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of applicable law.
ARTICLE 7     
GENERAL PROVISIONS
Section 7.01      Fixing the Record Date . (a)  In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may in its discretion or as required by law fix

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a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall fix the same date or an earlier date as the record date for stockholders entitled to notice of such adjourned meeting.
(a)      In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 7.02      Dividends . Subject to limitations contained in Delaware Law and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.
Section 7.03      Year . The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.
Section 7.04      Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.
Section 7.05      Voting of Stock Owned by the Corporation . The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock. If the Board of Directors has not so authorized anyone, the Chief Executive Officer or the Chief Executive Officer’s delegate shall perform such function.
Section 7.06      Indemnitor of First Resort . To the extent that any director may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more persons with whom or which such director may be associated (a “ Third-Party Indemnitor ”), the Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to such persons are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such persons are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by such persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Certificate of Incorporation or the Bylaws (or any other agreement between the Corporation and such persons), without regard to any rights such persons may have against the Third-Party Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Third-Party Indemnitors on behalf of such persons with respect to any claim for which such persons have

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sought indemnification from the Corporation shall affect the foregoing and the Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such persons against the Corporation. The Corporation and each such person agree that the Third-Party Indemnitors are express third-party beneficiaries of the terms of this Section 7.06 .
Section 7.07      Amendments and Severability.
(a)      These Bylaws or any of them, may be altered, amended or repealed, or new Bylaws may be made, by a majority of the Board of Directors. Unless a higher percentage is required by the Certificate of Incorporation as to any matter that is the subject of these Bylaws, all such amendments must be approved by the affirmative vote of the holders of not less than 66⅔% of the total voting power of all outstanding securities of the Corporation, generally entitled to vote in the election of directors, voting together as a single class, or by a majority of the Board of Directors.
(b)      Whenever possible, each provision or portion of any provision of these Bylaws will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of these Bylaws (including any provision within a single section, paragraph or sentence) is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such provision or portion of any provision shall be severable and the invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and these Bylaws will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

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Exhibit 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Donald J. Gawick, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2017 of C&J Energy Services, Inc. (the “registrant”);
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; and
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.
Date:
 
November 9, 2017
 
By:
 
/s/ Donald J. Gawick
 
 
 
 
Donald J. Gawick
 
 
 
 
Chief Executive Officer, President and Director
 
 
 
 
(Principal Executive Officer)




Exhibit 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mark C. Cashiola, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2017 of C&J Energy Services, Inc. (the “registrant”);
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; and
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.
Date:
 
November 9, 2017
 
By:
 
/s/ Mark C. Cashiola
 
 
 
 
Mark C. Cashiola
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer)





Exhibit 32.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ending September 30, 2017 of C&J Energy Services, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald J. Gawick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) 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.

Date:
 
November 9, 2017
 
By:
 
/s/ Donald J. Gawick
 
 
 
 
Donald J. Gawick
 
 
 
 
Chief Executive Officer, President and Director
 
 
 
 
(Principal Executive Officer)





Exhibit 32.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ending September 30, 2017 of C&J Energy Services, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark C. Cashiola, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) 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.

Date:
 
November 9, 2017
 
By:
 
/s/ Mark C. Cashiola
 
 
 
 
Mark C. Cashiola
 
 
 
 
Chief Financial Officer
 
 
 
 
(Principal Financial Officer)