10-Q 1 nesc_20170630x10-q.htm 10-Q Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
__________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 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: 001-33816
__________________________________
nesimagea07.jpg
__________________________________
Delaware
26-0287117
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
14624 N. Scottsdale Rd., Suite 300, Scottsdale, Arizona 85254
(602) 903-7802
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________
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  x    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  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
x
 
 
Emerging growth company
¨
If an emerging growth company, indicate 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   x
The number of shares outstanding of the registrant’s common stock as of July 31, 2017 was 150,954,650.




TABLE OF CONTENTS
 
 
 
 
 
 
 
 

2


Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q ("Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:
the expected timing and benefits of our completed restructuring under chapter 11 of the United States Bankruptcy Code to improve our long-term capital structure;
our ability to continue operations without interruption throughout the chapter 11 proceeding;
our ability to continue to meet the needs of our employees, customers, and vendors;
our ability to meet debt obligations and operating needs;
future financial performance and growth targets or expectations;
market and industry trends and developments, including the prolonged decline in oil and natural gas prices; and
the potential benefits of our completed and any future merger, acquisition, disposition, restructuring, and financing transactions.
You can identify these and other forward-looking statements by the use of words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “might,” “will,” “should,” “would,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “project,” “target” or similar expressions, and variations or negatives of these words.
These forward-looking statements are based on information available to us as of the date of this Quarterly Report and our current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured, and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include, among others:
the effects of the restructuring on the Company and the interests of various constituents;

risks and uncertainties associated with the restructuring process, including the outcome of a pending appeal of the order confirming the plan of reorganization and our ability to execute the requirements of the plan of reorganization subsequent to the effective date;

our inability to maintain relationships with suppliers, customers, employees and other third parties as a result of our chapter 11 filing;

the bankruptcy and, as applicable, appellate, court's rulings in our chapter 11 cases, including appeals thereof, and the outcome of our chapter 11 cases in general;

risks associated with third-party motions, objections and appeals in our chapter 11 cases, including the pending appeal of the confirmation of the plan of reorganization;

the length of time the Company will operate under chapter 11 protection;

the potential adverse effects of the chapter 11 proceedings on our results of operations and business prospects;

the effects of the increased advisory costs incurred to execute the reorganization;

risks associated with our indebtedness, including changes to interest rates, deterioration in the value of our machinery and equipment or accounts receivables, our ability to manage our liquidity needs and to comply with covenants under our credit facilities;

financial results that may be volatile and may not reflect historical trends due to, among other things, changes in commodity prices or general market conditions, acquisition and disposition activities, fluctuations in consumer

3


trends, pricing pressures, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate;

risks associated with our ability to collect outstanding receivables as a result of liquidity constraints on our customers resulting from low oil and/or natural gas prices;

the availability of less favorable credit and payment terms due to the downturn in our industry, our financial condition and the chapter 11 proceeding, including more stringent or costly payment terms from our vendors and additional requirements from sureties to collateralize our performance bonds with letters of credit, which may further constrain our liquidity and reduce availability under our revolving credit facility;

risks associated with our capital structure, including our ability to restructure our indebtedness to access necessary funding to generate sufficient operating cash flow to meet our debt service obligations;

changes in customer drilling, completion and production activities, operating methods and capital expenditure plans, including impacts due to low oil and/or natural gas prices or the economic or regulatory environment;

difficulties in identifying and completing acquisitions and divestitures, and differences in the type and availability of consideration or financing for such acquisitions and divestitures;

difficulties in successfully executing our growth initiatives, including difficulties in permitting, financing and constructing pipelines and waste treatment assets and in structuring economically viable agreements with potential customers, joint venture partners, financing sources and other parties;
our ability to attract, motivate and retain key executives and qualified employees in key areas of our business;
fluctuations in prices, transportation costs and demand for commodities such as oil and natural gas;
risks associated with the operation, construction and development of saltwater disposal wells, solids and liquids treatment and transportation assets, landfills and pipelines, including access to additional locations and rights-of-way, environmental remediation obligations, unscheduled delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives;
risks associated with new technologies and the impact on our business;
the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets;
changes in economic conditions in the markets in which we operate or in the world generally, including as a result of political uncertainty;
reduced demand for our services due to regulatory or other influences related to extraction methods such as hydraulic fracturing, shifts in production among shale areas in which we operate or into shale areas in which we do not currently have operations or the loss of key customers;
the impact of changes in laws and regulation on waste management and disposal activities, including those impacting the delivery, storage, collection, transportation, treatment and disposal of waste products, as well as the use or reuse of recycled or treated products or byproducts;
control of costs and expenses;
present and possible future claims, litigation or enforcement actions or investigations;
natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism, or extreme weather conditions, that may impact our business locations, assets, including wells or pipelines, distribution channels, or which otherwise disrupt our or our customers’ operations or the markets we serve;
the threat or occurrence of international armed conflict;
the unknown future impact on our business from legislation and governmental rulemaking, including the Affordable Care Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules to be promulgated thereunder;

4


risks involving developments in environmental or other governmental laws and regulations in the markets in which we operate and our ability to effectively respond to those developments including laws and regulations relating to oil and natural gas extraction businesses, particularly relating to water usage, and the disposal, transportation and treatment of liquid and solid wastes; and
other risks identified in this Quarterly Report or referenced from time to time in our filings with the United States Securities and Exchange Commission.
You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

 

5


PART I—FINANCIAL INFORMATION
Item  1. Financial Statements.

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
June 30,
 
December 31,
 
2017
 
2016
 
 
 
 
Assets
 
 
 
Cash and cash equivalents
$
1,205

 
$
994

Restricted cash
4,828

 
1,420

Accounts receivable, net of allowance for doubtful accounts of $2.0 and $1.7 million at June 30, 2017 and December 31, 2016, respectively
28,215

 
23,795

Inventories
3,980

 
2,464

Prepaid expenses and other receivables
3,244

 
3,516

Other current assets
6,163

 
107

Assets held for sale
631

 
1,182

Total current assets
48,266

 
33,478

Property, plant and equipment, net of accumulated depreciation of $171.0 and $148.9 million at June 30, 2017 and December 31, 2016, respectively
268,785

 
294,179

Equity investments
59

 
73

Intangibles, net
13,268

 
14,310

Other assets
339

 
564

Total assets
$
330,717

 
$
342,604

Liabilities and Shareholders' Deficit
 
 
 
Accounts payable
$
6,293

 
$
4,047

Accrued liabilities
27,351

 
18,787

Current portion of long-term debt
35,230

 
465,835

Derivative warrant liability

 
4,298

Total current liabilities
68,874

 
492,967

Deferred income taxes
495

 
495

Long-term debt
2,517

 
5,956

Long-term contingent consideration

 
8,500

Other long-term liabilities
3,689

 
3,752

Liabilities subject to compromise
479,338

 

Total liabilities
554,913

 
511,670

Commitments and contingencies

 

Shareholders' deficit:
 
 
 
   Common stock
152

 
152

   Additional paid-in capital
1,408,288

 
1,407,867

   Treasury stock
(19,809
)
 
(19,807
)
   Accumulated deficit
(1,612,827
)
 
(1,557,278
)
Total shareholders' deficit
(224,196
)
 
(169,066
)
Total liabilities and shareholders' deficit
$
330,717

 
$
342,604

The accompanying notes are an integral part of these statements.
 

6


NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
Non-rental revenue
$
37,538

 
$
31,369

 
$
72,956

 
$
75,395

Rental revenue
4,000

 
2,609

 
7,805

 
5,558

Total revenue
41,538

 
33,978

 
80,761

 
80,953

Costs and expenses:
 
 
 
 
 
 
 
Direct operating expenses
34,825

 
30,283

 
69,114

 
68,900

General and administrative expenses
8,867

 
14,204

 
21,226

 
21,656

Depreciation and amortization
12,107

 
15,206

 
24,978

 
31,051

    Impairment of long-lived assets

 
2,664

 

 
2,664

Total costs and expenses
55,799

 
62,357

 
115,318

 
124,271

Operating loss
(14,261
)
 
(28,379
)
 
(34,557
)
 
(43,318
)
Interest expense, net (contractual interest for the three and six months ended June 30, 2017 of $15.1 and $29.3 million, respectively)
(5,338
)
 
(13,973
)
 
(19,546
)
 
(26,018
)
Other income, net
5,698

 
2,771

 
4,240

 
2,929

Loss on extinguishment of debt

 
(284
)
 

 
(674
)
Reorganization items, net
(5,704
)
 

 
(5,704
)
 

Loss from continuing operations before income taxes
(19,605
)
 
(39,865
)
 
(55,567
)
 
(67,081
)
Income tax benefit (expense)
18

 
(773
)
 
18

 
(828
)
Loss from continuing operations
(19,587
)
 
(40,638
)
 
(55,549
)
 
(67,909
)
Loss from discontinued operations, net of income taxes

 
(1,290
)
 

 
(1,235
)
Net loss attributable to common shareholders
$
(19,587
)
 
$
(41,928
)
 
$
(55,549
)
 
$
(69,144
)
 
 
 
 
 
 
 
 
Net loss per common share attributable to common shareholders:
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(0.13
)
 
$
(0.60
)
 
$
(0.37
)
 
$
(1.42
)
Basic and diluted loss from discontinued operations

 
(0.02
)
 

 
(0.03
)
Net loss per basic and diluted common share
$
(0.13
)
 
$
(0.62
)
 
$
(0.37
)
 
$
(1.45
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding used in computing net loss per basic and diluted common share
150,941

 
67,699

 
150,938

 
47,803

The accompanying notes are an integral part of these statements.


7


NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended
 
June 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net loss
$
(55,549
)
 
$
(69,144
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
   Loss on the sale of TFI

 
1,235

   Depreciation and amortization of intangible assets
24,978

 
31,051

   Amortization of debt issuance costs, net
2,135

 
2,587

   Accrued interest added to debt principal
8,575

 

   Stock-based compensation
421

 
656

   Impairment of long-lived assets

 
2,664

   Gain on sale of UGSI

 
(1,694
)
   (Gain) loss on disposal of property, plant and equipment
(223
)
 
727

   Bad debt expense
784

 
254

   Change in fair value of derivative warrant liability
(4,025
)
 
(1,023
)
   Loss on extinguishment of debt

 
674

   Deferred income taxes

 
48

   Other, net
106

 
(33
)
   Changes in operating assets and liabilities:
 
 
 
      Accounts receivable
(5,204
)
 
21,938

      Prepaid expenses and other receivables
710

 
(146
)
      Accounts payable and accrued liabilities
13,882

 
118

      Other assets and liabilities, net
135

 
(2,506
)
Net cash used in operating activities
(13,275
)
 
(12,594
)
Cash flows from investing activities:
 
 
 
   Proceeds from the sale of property, plant and equipment
3,027

 
5,995

   Purchases of property, plant and equipment
(2,319
)
 
(2,133
)
   Proceeds from the sale of UGSI

 
4,979

   Change in restricted cash
(3,408
)
 
(1,254
)
Net cash (used in) provided by investing activities
(2,700
)
 
7,587

Cash flows from financing activities:
 
 
 
   Proceeds from revolving credit facility
76,072

 
76,979

   Payments on revolving credit facility
(79,866
)
 
(130,667
)
   Proceeds from term loan
15,700

 
24,000

   Proceeds from DIP term loan
6,875

 

   Payments for debt issuance costs

 
(985
)
   Payments on vehicle financing and other financing activities
(2,595
)
 
(3,326
)
Net cash provided by (used in) financing activities
16,186

 
(33,999
)
Net increase (decrease) in cash and cash equivalents
211

 
(39,006
)
Cash and cash equivalents - beginning of period
994

 
39,309

Cash and cash equivalents - end of period
$
1,205

 
$
303

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
   Cash paid for interest
$
1,399

 
$
21,430

   Cash paid for taxes, net
193

 
37


The accompanying notes are an integral part of these statements.
 

8


NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The accompanying condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Our condensed consolidated balance sheet as of December 31, 2016, included herein, has been derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (or "GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the condensed consolidated financial statements include the normal, recurring adjustments necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on April 14, 2017.
All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted. Unless stated otherwise, any reference to statement of operations items in these accompanying condensed consolidated financial statements refers to results from continuing operations.
Risks and Uncertainties
On May 1, 2017, the Company and certain of its material subsidiaries (collectively with the Company, the “Nuverra Parties”) filed voluntary petitions under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue prepackaged plans of reorganization (together, and as amended, the “Plan”). The Nuverra Parties emerged from chapter 11 on August 7, 2017.

The Nuverra Parties’ chapter 11 cases are being jointly administered under the caption In re Nuverra Environmental Solutions, Inc., et al. (Case Nos. 17-10949 through 17-10962). The subsidiary Debtors in the chapter 11 cases are Heckmann Water Resources Corporation, Heckmann Water Resources (CVR) Inc., 1960 Well Services, LLC, HEK Water Solutions, LLC, Appalachian Water Services, LLC, Badlands Power Fuels, LLC (a Delaware limited liability company), Badlands Power Fuels LLC (a North Dakota limited liability company), Landtech Enterprises, L.L.C., Badlands Leasing, LLC, Ideal Oilfield Disposal, LLC, Nuverra Total Solutions, LLC, NES Water Solutions, LLC and Heckmann Woods Cross, LLC. Nuverra Rocky Mountain Pipeline, LLC and China Water LLC were excluded from the chapter 11 filing as these entities have no debt or operations.

On July 25, 2017, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan. The Confirmation Order was stayed by its terms until August 4, 2017, except that certain provisions of the order were immediately effective for purposes of enabling the Company to pay fees, reimburse expenses, and enter into commitment agreements in connection with the Exit Facilities. On July 26, 2017, David Hargreaves, an individual holder of 9.875% unsecured senior notes due 2018 (the “2018 Notes”) appealed the Confirmation Order to the District Court for the District of Delaware and filed a motion for a stay pending appeal from the District Court. The Company and the unsecured creditors' committee opposed the stay in the District Court. On August 3, 2017, the District Court entered an order denying the motion for a stay pending appeal, concluding that: “The Bankruptcy Court's ruling is consistent with existing precedent, and Appellant has failed to establish that he will suffer irreparable harm in absence of a stay.” Notwithstanding the denial of the motion for stay pending appeal, Hargreaves' appeal remains pending in the District Court.

The Plan became effective on August 7, 2017 (the “Effective Date”), when all remaining conditions to the effectiveness of the Plan were satisfied or waived. Although the Nuverra Parties emerged from bankruptcy on August 7, 2017, the bankruptcy cases will remain pending until closed by the Bankruptcy Court.

See Note 3 on “Chapter 11 Cases and Restructuring Plan” and Note 18 on “Subsequent Events” for a discussion on the Plan, our debtor in possession financing agreements, and other items related to the Restructuring.

Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, we had an accumulated deficit at June 30, 2017 and December 31,

9


2016, and a net loss for the six months ended June 30, 2017 and 2016. These factors, coupled with our large outstanding debt balance, raise substantial doubt about our ability to continue as a going concern.

In order to address our liquidity issues and provide for a restructuring of our indebtedness to improve our long-term capital structure, we commenced the solicitation of votes on our chapter 11 cases on April 28, 2017. The Plan sought to implement a financial restructuring of the Nuverra Parties (the “Restructuring”) in cases commenced under chapter 11 of the United States Bankruptcy Code. On May 1, 2017, the Nuverra Parties commenced the chapter 11 cases and filed the Plan, which was subsequently amended. On July 25, 2017, the Bankruptcy Court entered an order confirming the amended Plan. The Plan became effective on August 7, 2017. See Note 3 on “Chapter 11 Cases and Restructuring Plan” for further discussion the Restructuring and the Plan.
 
We believe that the successful implementation of the Plan contemplated by our Restructuring, and coupled with the exit financing we entered into upon our emergence from the chapter 11 cases, will provide us with sufficient liquidity to support our operations and service our debt obligations. However, we believe there is still substantial doubt about our ability to continue as a going concern and our management will monitor and re-evaluate this each period.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Recently Adopted Accounting Pronouncements

We adopted the guidance in ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") as of January 1, 2017 when it became effective. Under the new standard, income tax benefits and deficiencies are recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur.  Additionally, excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period and are classified along with other income tax cash flows as an operating activity.  Upon adopting ASU 2016-09, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. We have selected to make an entity wide accounting policy election to continue to estimate the number of awards that are expected to vest. We have adopted the other provisions of the new guidance on a prospective basis, except when the modified retrospective transition method was specifically required. The adoption of this guidance has not had a significant impact on our condensed consolidated financial statements.

There have been no other material changes or developments in our significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Note 2 - Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications which may be applied retrospectively or modified retrospectively. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). The guidance in ASU 2015-14 delays the effective date for the new revenue recognition guidance outlined in ASU 2014-09 to reporting periods beginning after December 15, 2017, which for us is the reporting period starting January 1, 2018. We currently anticipate adopting the standard using the modified retrospective method. While we are still in the process of completing our analysis on the impact this guidance will have on our consolidated financial statements and related disclosures, we do not expect the impact to be material.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases on the balance sheet. This guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods, using a modified retrospective approach. Early adoption of ASU 2016-09 is permitted. While we are currently assessing the impact ASU 2016-02 will have on

10


our consolidated financial statements, we expect the primary impact upon adoption will be the recognition, on a discounted basis, of our minimum commitments under non-cancelable operating leases on our consolidated balance sheets resulting in the recording of right of use assets and lease obligations. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") related to the classification of certain cash receipts and cash payments on the statement of cash flows. The pronouncement provides clarification and guidance on eight specific cash flow presentation issues that have developed due to diversity in practice. The issues include, but are not limited to, debt prepayment or extinguishment costs, settlement of zero-coupon debt, proceeds from the settlement of insurance claims, and contingent consideration payments made after a business combination. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2018, and are currently evaluating the effect on our consolidated financial statements.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The adoption of this guidance is not expected to have a significant impact on our consolidated financial statements, other than the classification of restricted cash within the beginning-of-period and end-of-period totals on the consolidated statement of cash flows, as opposed to being excluded from these totals.

Note 3 - Chapter 11 Cases and Restructuring Plan

The following sections set forth information about the chapter 11 cases of the Nuverra Parties, which commenced on May 1, 2017. On August 7, 2017, the Effective Date, the Nuverra Parties emerged from chapter 11. The chapter 11 cases of the Nuverra Parties remain pending until closed by the Bankruptcy Court.

Voluntary Petition Under Chapter 11 of the Bankruptcy Code and Solicitation of Votes on the Plan

On May 1, 2017, the Nuverra Parties filed voluntary petitions under chapter 11 of the Bankruptcy Code in the Bankruptcy Court to pursue the Plan. The Nuverra Parties’ chapter 11 cases are being jointly administered under the caption In re Nuverra Environmental Solutions, Inc., et al. (Case Nos. 17-10949 through 17-10962). On May 19, 2017, an Official Committee of Unsecured Creditors (the “Committee”) was appointed in these cases by the United States Trustee for the District of Delaware.

Prior to commencement of the chapter 11 cases of the Nuverra Parties, on April 28, 2017, the Company commenced a solicitation of votes to accept or reject the Plan from holders of the 2018 Notes, 12.5%/10.0% Senior Secured Second Lien Notes due 2021 (the “2021 Notes”), and indebtedness under its prepetition term loan (the “Term Loan”). The Plan was accepted by all classes of creditors entitled to vote except for the class of holders of 2018 Notes.
  
Debtor in Possession Financing

In connection with the filing of the chapter 11 cases, on May 3, 2017, following the authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Revolving Facility Lenders”), Wells Fargo Bank, National Association, as administrative agent, and other agents party thereto, closed a Debtor-in-Possession Credit Agreement (the “DIP Revolving Facility”), dated as of April 30, 2017, pursuant to which the DIP Revolving Facility Lenders agreed to provide the Company a secured revolving credit facility up to a maximum amount of $31.5 million to, among other things, refinance obligations under the Company's asset based lending facility (the "ABL Facility") and finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings.

The maturity date of the DIP Revolving Facility was the earliest to occur of: (i) August 7, 2017, (ii) the occurrence of an Event of Default (as defined in the DIP Revolving Facility), and (iii) the effective date of any chapter 11 plan of reorganization confirmed in connection with the chapter 11 cases. The DIP Revolving Facility was paid in full pursuant to the Plan on the Effective Date.

In addition to the DIP Revolving Facility and in connection with the filing of the chapter 11 cases, on May 3, 2017, following authorization of the Bankruptcy Court, the Company, as borrower, the lenders party thereto (the “DIP Term Loan Agreement

11


Lenders”), and Wilmington Savings Fund Society, FSB ("Wilmington"), as administrative agent closed a Debtor-in-Possession Term Loan Credit Agreement (the “DIP Term Loan,” together with the DIP Revolving Facility, the “DIP Facilities”), dated as of April 30, 2017, pursuant to which the DIP Term Loan Lenders agreed to provide the Company with an initial term loan in the amount of $2.5 million and subsequent term loans not to exceed $12.5 million in the aggregate to, among other things, finance the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings. The DIP Term Loan Lenders made the initial term loan on May 3, 2017, which the Company used for general corporate purposes.

The maturity date of the DIP Term Loan was the earliest to occur of: (i) August 7, 2017, (ii) the occurrence of an Event of Default (as defined in the DIP Term Loan), and (iii) the effective date of any chapter 11 plan of reorganization confirmed in connection with the chapter 11 cases. The DIP Term Loan was converted to equity on the Effective Date pursuant to the Plan.

Restructuring Support Agreement and Plan of Reorganization

On April 9, 2017, the Nuverra Parties entered into the Restructuring Support Agreement with the holders (the “Supporting Noteholders”) of 100% of the existing debt under our Term Loan and approximately 86% of our 2021 Notes which was further amended on April 20, 2017 and April 28, 2017 and modified as set forth in the Plan Support Agreement dated June 22, 2017 (the “PSA”) among the Nuverra Parties, the Committee and the Supporting Noteholders (the “Restructuring Support Agreement”). Under the Restructuring Support Agreement, the Supporting Noteholders agreed, subject to certain terms and conditions, to support the Restructuring pursuant to the prepackaged Plan, which was filed in the Nuverra Parties' cases commenced under chapter 11 of the United States Bankruptcy Code.

The Plan, as amended, contemplates, among other things, the following:

financing under exit facilities to fund required disbursements under the Plan, through a new first or second lien, senior secured exit facility or facilities in the form of an asset backed revolver, term loan or loans, or combination thereof;

cash payment in full of all administrative expense claims, priority tax claims, priority claims, and DIP Revolving Facility claims;

satisfaction in full of all DIP Term Loan claims and Term Loan claims (collectively, the “Supporting Noteholder Term Loan Claims”) and a $3.8 million term loan conversion fee through conversion of such claims into newly issued common stock of the reorganized Company (the “New Common Stock”) at an enterprise valuation of $350.0 million, which is a value that exceeds the Company's own enterprise valuation, subject to dilution by a new management incentive plan;

a $105.0 million rights offering (the “Rights Offering”) that could be conducted prior to the Effective Date of the Plan, unless, in accordance with the terms of the Plan, the Rights Offering is withdrawn or cancelled by the Company with the consent of the Supporting Noteholders. The Company and the Supporting Noteholders elected to cancel the Rights Offering on July 31, 2017;

receipt by the holders of the 2021 Notes, in full satisfaction of their claims, of their pro rata share of 98.75% of the “Remaining Reorganized Nuverra Common Stock” which is New Common Stock (subject to dilution by a new management incentive plan) issued and outstanding on the Effective Date after giving effect to the distribution of New Common Stock (i) to holders of Supporting Noteholder Term Loan Claims (including on account of the term loan conversion fee), and (ii) in payment of an exit financing commitment fee;

receipt by (i) the holders of the 2018 Notes (subject to an indenture trustee charging lien) and holders of certain claims relating to the rejection of executory contracts and unexpired leases, in full satisfaction of their allowed claims which will be no more than $45.0 million, of (a) their pro rata share of 1.25% of the Remaining Reorganized Nuverra Common Stock and (b) warrants (“Warrants”) to purchase 1.00% of the Remaining Reorganized Nuverra Common Stock at an exercise price set assuming an enterprise value of the Company equal to $507.6 million and with an exercise term expiring five years from the Effective Date or, in certain instances specified in the Plan, a longer term of up to seven years from the Effective Date, and, (ii) the holders of the 2018 Notes of $350,000 in cash, which is provided to defray the expenses of the indenture trustee;

existing equity interests, including existing warrants, shall receive no distribution;


12


payment of all undisputed, non-contingent customer, vendor or other obligations not specifically compromised under the Plan; and

continuation as a public reporting company under the Securities Exchange Act of 1934, as amended, and best efforts to have the New Common Stock listed on the New York Stock Exchange, the NASDAQ Stock Market, or another nationally recognized exchange.

In accordance with the Restructuring Support Agreement, the Supporting Noteholders agreed, among other things, to: (i) provide interim financing to the Nuverra Parties prior to the filing of the chapter 11 cases; (ii) support and take all necessary actions in furtherance of the Restructuring; (iii) vote all of their claims against the Nuverra Parties in favor of the Plan; (iv) not direct or take any action inconsistent with the Plan or the Supporting Noteholders' obligations; (v) not take any action that would, or is intended to, in any material respect, interfere with, delay, or postpone the consummation of the Restructuring; and (vi) not transfer claims held by each Supporting Noteholder except with respect to limited and customary exceptions, generally requiring any transferee to become party to the Restructuring Support Agreement.

In accordance with the Restructuring Support Agreement, the Nuverra Parties agreed, among other things, to: (i) use best efforts to launch the solicitation of votes to approve the Plan, file the Plan, and seek confirmation of the Plan; (ii) use best efforts to obtain orders from the bankruptcy court regarding the Restructuring; (iii) act in good faith and use its best efforts to support and complete the transactions contemplated in the term sheet attached to the Restructuring Support Agreement Term Sheet (the “Term Sheet”); (iv) use best efforts to obtain all required regulatory approvals and third-party approvals of the Restructuring; (v) not take any actions inconsistent with the Restructuring Support Agreement, Term Sheet, DIP Facilities, and the Plan; (vi) operate its business in the ordinary course consistent with past practice and preserve its businesses and assets; and (vii) support and take all actions that are necessary and appropriate to facilitate the confirmation of the Plan and the consummation of the Restructuring.

The Restructuring Support Agreement also required the Company to enter into a new employment agreement with Mark D. Johnsrud, the Company’s Chief Executive Officer and Chairman, on terms mutually acceptable to Mr. Johnsrud and the Supporting Noteholders, which was assumed by the Nuverra Parties under the Plan.

The Restructuring Support Agreement terminated upon the Effective Date.

Plan Support Agreement and Plan Amendment

In connection with the Nuverra Parties’ chapter 11 cases, on May 19, 2017, the United States Trustee for the District of Delaware appointed the Committee in the chapter 11 cases. On June 22, 2017, the Nuverra Parties entered into the PSA with the Committee and the Supporting Noteholders as part of a settlement with the Committee to resolve the Committee’s issues, concerns, and objections with respect to certain matters in the Plan.

Pursuant to the PSA, the Committee agreed to, among other things, (i) withdraw objections and support efforts to normalize the Nuverra Parties’ business operations throughout the chapter 11 cases, (ii) support confirmation of the Plan, as amended in connection with the settlement with the Committee, (iii) not take any action to delay, impede, or interfere with the confirmation of the Plan, and (iv) cooperate with the Nuverra Parties to oppose any objection to the Plan. In addition, the Committee agreed that any payment to the trustee of the 2018 Notes is contingent upon the trustee of the 2018 Notes (i) withdrawing its objection to the Nuverra Parties’ motion to pay certain prepetition general unsecured claims in the ordinary course of business and (ii) not taking certain actions adverse to the Nuverra Parties’ restructuring efforts.

Pursuant to the PSA, the Nuverra Parties agreed to file the amended Plan, which became the Plan after its filing, and cooperate, along with the Supporting Noteholders, to reduce the allowed claims in the classes of creditors that shared in the enhanced stock and warrant recoveries provided under the PSA, other than the 2018 Notes claims. Among other terms and conditions, as part of the settlement with the Committee, the Plan was amended as follows:

“Affected Classes” benefiting from the PSA will receive an aggregate 1.25% of the Remaining Reorganized Nuverra Common Stock. The other 98.75% of Remaining Reorganized Nuverra Common Stock will be distributed to holders of the Nuverra Parties existing 2021 Notes. The Plan previously provided for distribution of 0.25% of the Remaining Reorganized Nuverra Common Stock to holders of claims relating to the 2018 Notes only (and not to other Affected Classes containing rejection damage claims), and 99.75% of Remaining Reorganized Nuverra Common Stock to holders of 2021 Notes. The Company does not expect there to be any claims in the Affected Classes other than claims relating to the 2018 Notes.

13



Affected Classes will receive warrants to purchase 1.0% of the Remaining Reorganized Nuverra Common Stock (i.e., New Common Stock remaining after certain Plan distributions) set at an exercise price assuming an enterprise value of the reorganized Company equal to $507.6 million and with an exercise term expiring five years from the Effective Date or, in certain instances specified in the Plan, a longer term of up to seven years from the Effective Date.

The class containing 2018 Notes will receive $350,000 to defray the expenses of the indenture trustee for the 2018 Notes and help ensure that any charging lien asserted by the trustee does not prevent holders of 2018 Notes from receiving the other consideration under the Plan.

The aggregate allowed claims in the Affected Classes will be no more than $45.0 million.

The Rights Offering, pursuant to which the Company could distribute rights to permit the holders thereof to acquire common stock of the Company, was reduced from rights to purchase $150.0 million of newly issued common stock of the Company to $105.0 million. As a result, the number of shares holders of 2018 Notes could purchase from the rights distributed in the rights offering was reduced from $75.0 million to $30.0 million. As discussed herein, the Company and the Supporting Noteholders elected to cancel the Rights Offering on July 31, 2017.

Confirmation and Effectiveness of the Plan

On July 25, 2017, the Bankruptcy Court entered the Confirmation Order confirming the Plan. The Confirmation Order was stayed by its terms until August 4, 2017, except that certain provisions of the order were immediately effective for purposes of enabling the Company to pay fees, reimburse expenses, and enter into commitment agreements in connection with the Exit Facilities. On July 26, 2017, David Hargreaves, an individual holder of 2018 Notes, appealed the Confirmation Order to the District Court for the District of Delaware and filed a motion for a stay pending appeal from the District Court. The Company and the unsecured creditors' committee opposed the stay in the District Court. On August 3, 2017, the District Court entered an order denying the motion for a stay pending appeal, concluding that: “The Bankruptcy Court's ruling is consistent with existing precedent, and Appellant has failed to establish that he will suffer irreparable harm in absence of a stay.” Notwithstanding the denial of the motion for stay pending appeal, Hargreaves' appeal remains pending in the District Court.

The Plan became effective on August 7, 2017, when all remaining conditions to the effectiveness of the Plan were satisfied or waived. Although the Nuverra Parties emerged from bankruptcy on August 7, 2017, the bankruptcy cases remain pending until closed by the Bankruptcy Court.

Amended and Restated Employment Agreement

Pursuant to the Restructuring Support Agreement, on April 28, 2017, the Company and Mr. Johnsrud entered into an Amended and Restated Employment Agreement (the “Amended Employment Agreement”), which amends and restates in its entirety the Employment Agreement between the Company and Mr. Johnsrud, dated as of November 30, 2012, as amended by the First Amendment to Employment Agreement effective as of January 1, 2017. Pursuant to the Amended Employment Agreement, Mr. Johnsrud will continue to serve as the Company’s President, Chief Executive Officer, and Chairman of the board of directors (the “Board”) for a three year term, with such term to be extended for an additional year beginning on the first day after the initial term and on each anniversary thereafter, unless either the Company or Mr. Johnsrud provide written notice of termination pursuant to the terms of the Amended Employment Agreement.

For Mr. Johnsrud’s services, he will continue to be paid his current annual base salary of $700,000, which may be increased by the Board at any time. In addition, Mr. Johnsrud will receive an annual bonus based on terms to be determined by the Board, insurance benefits, and shall be entitled to participate in any of the Company’s current or future incentive compensation and stock option plans. Upon executing the Amended Employment Agreement, Mr. Johnsrud is entitled to receive an incentive bonus in the amount equal to $700,000, payable in two installments, subject to Mr. Johnsrud’s continued employment through each payment date, as follows: (i) $233,333, payable as soon as practicable, and (ii) $466,667, payable within fifteen days following the effectiveness of the Plan.

Following the consummation of the chapter 11 cases, Mr. Johnsrud will receive an award of stock options in two tranches to purchase (i) 2.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis, at a premium exercise price equal to the value of a share of the reorganized Company’s common stock at an enterprise valuation of $475.0 million and (ii) 2.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis, at a premium exercise price equal to the value of a share of the reorganized Company’s common stock at an enterprise valuation of $525.0

14


million. Each tranche of options will vest in substantially equal installments on the first three anniversaries following the date of the consummation of the chapter 11 cases. The Amended Employment Agreement also requires the Company to establish a management incentive plan under which shares of common stock of the Company equal to 12.5% of the outstanding equity securities of the Company will be available for issuance, and to issue Mr. Johnsrud, as soon as reasonably practicable following the consummation of the chapter 11 cases, restricted stock units that represent 7.5% of the outstanding equity securities of the reorganized Company, on a fully diluted basis.

Mr. Johnsrud may terminate his employment under the Amended Employment Agreement upon at least thirty days written notice, for good reason (as defined in the Amended Employment Agreement), or a Change of Control (as defined in the Amended Employment Agreement). The Amended Employment Agreement also restricts Mr. Johnsrud from engaging in competitive activities during the term of his employment and thereafter until the later of (i) the end of the initial three year term or any applicable one year extension and (ii) one year following Mr. Johnsrud’s termination of employment.

The Amended Employment Agreement was assumed on the Effective Date.

OTCQB Listing Removal

On May 1, 2017, the Company notified the OTCQB U.S. Market (the “OTCQB”) that it had filed the Plan and commenced the chapter 11 cases. As an issuer may not be listed on the OTCQB if it is subject to bankruptcy or reorganization proceedings, as a result of filing the Plan, on May 2, 2017, the OTCQB removed the Company from listing on the OTCQB and the Company began trading on the OTC Pink Marketplace under the symbol “NESCQ.”

As a result of the cancellation of the Company’s common stock on the Effective Date, the Company’s pre-Effective Date common stock ceased trading and was removed from the OTC Pink Marketplace. Pursuant to the Plan, the Company is using its best efforts to have the Company’s new common stock listed on the NYSE American Stock Exchange as soon as reasonably practicable following the Effective Date.

Financial Reporting in Reorganization

Expenses, gains and losses directly associated with the chapter 11 proceedings are reported as "Reorganization items, net" in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2017. In addition, liabilities subject to compromise in the chapter 11 proceedings are distinguished from fully secured liabilities not expected to be compromised and from post-petition liabilities and reported as "Liabilities subject to compromise" in the Condensed Consolidated Balance Sheet as of June 30, 2017. Where there is uncertainty about whether a secured claim will be paid or impaired under the chapter 11 proceedings, we have classified the entire amount of the claim as a liability subject to compromise. Such liabilities are reported at amounts expected to be allowed, even though they may settle for lesser amounts. These claims remain subject to future adjustments, which may result from: negotiations; actions of the Bankruptcy Court; disputed claims or claim amounts; the determination as to the value of any collateral securing claims; or other events.

Effective as of May 1, 2017, we ceased recording interest expense on outstanding pre-petition debt classified liabilities subject to compromise. Contractual interest expense represents amounts due under the contractual terms of outstanding debt, including debt subject to compromise. For the period from May 1, 2017 through June 30, 2017, contractual interest expense related to liabilities subject to compromise of approximately $9.8 million has not been recorded. Of this $9.8 million, approximately $1.8 million may be deemed an allowed claim in the chapter 11 cases, and in accordance with the Plan would receive a distribution on account of the contractual interest expense that would otherwise be accrued.
 

15


Liabilities Subject to Compromise

The following table reflects the pre-petition liabilities that are subject to compromise:

 
 
As of
 
 
June 30, 2017
Accounts payable
 
$
3,609

Debt subject to compromise (see Note 8)
 
466,956

Other liabilities subject to compromise
 
8,773

Liabilities subject to compromise
 
$
479,338


The chapter 11 filing constituted an event of default with respect to certain of our debt instruments. See the "Default Under Debt Instruments" section of Note 8 for additional information. Other liabilities subject to compromise includes the $8.5 million in long-term contingent consideration associated with the Ideal Oilfield, LLC acquisition discussed further under the "Contingent Consideration" section of Note 6, as well as the derivative warrant liability of $0.3 million which is discussed further under the "Derivative Warrant Liability" section of Note 6. The amount of liabilities subject to compromise represents our estimate of known or potential pre-petition claims to be addressed in connection with the chapter 11 cases.

Reorganization Items, net

A summary of reorganization items, net reported in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2017 are presented in the following table:

 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2017
 
June 30, 2017
Professional and insurance fees
 
$
4,111

 
$
4,111

DIP credit agreement financing costs
 
1,045

 
1,045

Retention bonus payments
 
$
548

 
$
548

Reorganization items, net
 
$
5,704

 
$
5,704


Note 4 - Earnings Per Common Share
Basic and diluted loss per common share from continuing operations, basic and diluted loss per common share from discontinued operations and net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period.
For the three and six months ended June 30, 2017 and 2016, no shares of common stock underlying stock options, restricted stock, or warrants were included in the computation of diluted earnings per common share ("EPS") from continuing operations because the inclusion of such shares would be anti-dilutive based on the net losses from continuing operations reported for those periods. As of June 30, 2017, there were approximately 25.9 million potentially dilutive shares of common stock underlying stock options, restricted stock, and warrants that were excluded from the computation of diluted EPS. Accordingly, for the six month periods ended June 30, 2017 and 2016, no shares of common stock underlying stock options, restricted stock, or warrants were included in the computations of diluted EPS from income from discontinued operations or diluted EPS from net loss per common share, because such shares were excluded from the computation of diluted EPS from continuing operations for those periods.

16


The following table presents the calculation of basic and diluted net loss per common share:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Loss from continuing operations
$
(19,587
)
 
$
(40,638
)
 
(55,549
)
 
(67,909
)
Loss from discontinued operations

 
(1,290
)
 

 
(1,235
)
Net loss attributable to common shareholders
$
(19,587
)
 
$
(41,928
)
 
$
(55,549
)
 
$
(69,144
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average shares—basic
150,941

 
67,699

 
150,938

 
47,803

Common stock equivalents

 

 

 

Weighted average shares—diluted
150,941

 
67,699

 
150,938

 
47,803

 
 
 
 
 
 
 
 
Net loss per common share attributable to common shareholders:
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(0.13
)
 
$
(0.60
)
 
$
(0.37
)
 
$
(1.42
)
Basic and diluted loss from discontinued operations

 
(0.02
)
 

 
(0.03
)
Net loss per basic and diluted common share
$
(0.13
)
 
$
(0.62
)
 
$
(0.37
)
 
$
(1.45
)
 
 
 
 
 
 
 
 
Anti-dilutive stock-based awards excluded
360

 
508

 
360

 
508

Note 5 - Intangible Assets
Intangible assets consist of the following:
 
June 30, 2017
 
December 31, 2016
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Remaining Useful Life (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Remaining Useful Life (Years)
Customer relationships
$
11,731

 
$
(8,674
)
 
$
3,057

 
5.3
 
$
11,731

 
$
(8,229
)
 
$
3,502

 
5.7
Disposal permits
1,269

 
(693
)
 
576

 
3.7
 
1,269

 
(612
)
 
657

 
4.1
Customer contracts
17,352

 
(7,717
)
 
9,635

 
9.3
 
17,352

 
(7,201
)
 
10,151

 
9.8
 
$
30,352

 
$
(17,084
)
 
$
13,268

 
8.1
 
$
30,352

 
$
(16,042
)
 
$
14,310

 
8.5
The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset.
Note 6 - Fair Value Measurements
Measurements
Fair value represents an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

17


Assets and liabilities measured at fair value on a recurring basis and the fair value hierarchy of the valuation techniques we utilized to determine such fair value included significant unobservable inputs (Level 3) and were as follows:
 
Fair Value
As of June 30, 2017
 
Liabilities:
 
   Derivative warrant liability
273

   Contingent consideration
8,500

 
 
As of December 31, 2016
 
Liabilities:
 
   Derivative warrant liability
4,298

   Contingent consideration
8,500

Derivative Warrant Liability
Our derivative warrant liability is adjusted to reflect the estimated fair value at each quarter end, with any decrease or increase in the estimated fair value recorded in "Other income, net" in the condensed consolidated statements of operations. We used Level 3 inputs for the valuation methodology of the derivative liabilities. The estimated fair values were computed using a Monte Carlo simulation model. The key inputs in determining our derivative warrant liability included our stock price, the volatility of our stock price, and the risk free interest rate. Future changes in these factors could have a significant impact on the computed fair value of the derivative warrant liability. As such, we expect future changes in the fair value of the warrants could vary significantly from quarter to quarter.
As a result of the chapter 11 filing on May 1, 2017, the derivative warrant liability was reclassified to "Liabilities subject to compromise" on the condensed consolidated balance sheet as of June 30, 2017. All existing warrants are cancelled under the Plan. The following table provides a reconciliation of the beginning and ending balances of the "Derivative warrant liability" presented in the condensed consolidated balance sheet as of June 30, 2017 and December 31, 2016.
 
 
Six Months Ended
 
Year Ended
 
 
June 30, 2017
 
December 31, 2016
Balance at beginning of period
 
$
4,298

 
$

Issuance of warrants
 

 
7,838

Exercise of warrants
 

 
(229
)
Adjustments to estimated fair value
 
(4,025
)
 
(3,311
)
Less: liabilities subject to compromise
 
(273
)
 

Balance at end of period
 
$

 
$
4,298

Contingent Consideration
We are liable for certain contingent consideration payments in connection with the performance of various acquisitions. The fair values of the contingent consideration obligations were determined using a probability-weighted income approach at the acquisition date and are revalued at each reporting date or more frequently if circumstances dictate based on changes in the discount periods and rates, changes in the timing and amount of the revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the performance measurements upon which the obligations are based.
We had previously determined that it would be unlikely that the required permits and certificates necessary for the issuance of a second special waste disposal permit to Ideal Oilfield Disposal, LLC (or "Ideal") would be issued within one year, and as such presented the $8.5 million contingent consideration liability related to the Ideal acquisition as "Long-term contingent consideration" in the condensed consolidated balance sheet as of December 31, 2016. However, as a result of the chapter 11 filing on May 1, 2017, this liability was reclassified to "Liabilities subject to compromise" on the condensed consolidated balance sheet as of June 30, 2017.
On June 28, 2017, certain of the Nuverra Parties filed a motion with the Bankruptcy Court seeking authorization to resolve unsecured claims related to the $8.5 million contingent consideration from the Ideal acquisition (the "Ideal Settlement"). On July 11, 2017, the Bankruptcy Court entered an order authorizing the Ideal Settlement. Pursuant to the approved settlement

18


terms, the $8.5 million contingent claim was replaced with an obligation on the part of the applicable Nuverra Party to transfer $0.5 million to the counterparties to the Ideal Settlement upon emergence from chapter 11, and $0.5 million when Ideal Transaction counterparties deliver the required permits and certificates necessary for the issuance of the second special waste disposal permit.
Changes to the fair value of contingent consideration are recorded as "Other income, net" in the condensed consolidated statements of operations. The fair value measurement is based on significant inputs not observable in the market, which are referred to as Level 3 inputs. Changes to contingent consideration obligations during the six months ended June 30, 2017 and the year ended December 31, 2016 were as follows:
 
Six Months Ended
 
Year Ended
 
June 30, 2017
 
December 31, 2016
Balance at beginning of period
$
8,500

 
$
8,628

Cash payments

 

Changes in fair value of contingent consideration, net

 
(128
)
Balance at end of period
$
8,500

 
$
8,500

Less: current portion

 

Less: liabilities subject to compromise
$
(8,500
)
 
$

Long-term contingent consideration
$

 
$
8,500

Note 7 - Accrued Liabilities
Accrued liabilities consisted of the following at June 30, 2017 and December 31, 2016:
 
June 30, 2017
 
December 31, 2016
Accrued payroll and employee benefits
$
3,291

 
$
2,432

Accrued insurance
2,741

 
3,887

Accrued legal and environmental costs
3,596

 
3,570

Accrued taxes
1,449

 
1,458

Accrued interest
11,880

 
4,699

Accrued operating costs
2,185

 
1,255

Accrued other
2,209

 
1,486

Total accrued liabilities
$
27,351

 
$
18,787


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Note 8 - Debt
Debt consisted of the following at June 30, 2017 and December 31, 2016:
 
 
 
 
 
June 30, 2017
 
December 31, 2016
 
Interest Rate
 
Maturity Date
 
Unamortized Debt Issuance Costs
 
Fair Value of Debt (g)
 
Carrying Value of Debt
 
Carrying Value of Debt
DIP Revolving Facility (a)
8.75%
 
Aug. 2017
 
$

 
$
24,391

 
$
24,391

 
$
22,679

2018 Notes (b)
9.875%
 
Apr. 2018
 
395

 
452

 
40,436

 
40,436

2021 Notes (c)
10.00%
 
Apr. 2021
 
4,999

 
38,389

 
357,107

 
351,294

Term Loan (d)
13.00%
 
Apr. 2018
 
3,745

 
80,743

 
80,743

 
60,711

DIP Term Loan (j)
13.08%
 
Aug 2017
 

 
7,500

 
7,500

 

Vehicle financings (e)
6.18%
 
Various
 

 
5,855

 
5,855

 
7,699

Note payable (f)
4.25%
 
Apr. 2019
 

 
3,913

 
3,913

 
4,778

Total debt
 
 
 
 
$
9,139

 
$
161,243

 
519,945

 
487,597

Original issue discount and premium for 2018 Notes
 
 
 
(21
)
 
(27
)
Original issue discount and premium for 2021 Notes
 
 
 
(260
)
 
(282
)
Debt issuance costs presented with debt
 
 
 
 
 
(9,139
)
 
(8,998
)
Debt discount for issuance of warrants (h)
 
 
 
 
 
(5,822
)
 
(6,499
)
Total debt, net
 
 
 
 
 
 
 
 
504,703

 
471,791

Less: current portion of long-term debt (i)
 
 
 
(35,230
)
 
(465,835
)
Less: debt subject to compromise (i)
 
(466,956
)
 

Long-term debt (i)
 
 
 
 
 
 
 
 
$
2,517

 
$
5,956

_____________________
(a)
Represents the amount outstanding on the DIP Revolving Facility as of June 30, 2017. The maximum amount available under the DIP Revolving Facility is $31.5 million as previously noted in the "Debtor in Possession Financing" section of Note 3. The DIP Revolving Facility refinanced the obligations under the Company's previous ABL Facility outstanding as of December 31, 2016 and provides the financing for the ongoing general corporate needs of the Nuverra Parties during the course of the chapter 11 proceedings.
(b)
The interest rate presented represents the coupon rate on our 2018 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually on April 15 and October 15 of each year.
(c)
The interest rate presented represents the current coupon rate on our 2021 Notes, excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2021 Notes is approximately 12.4%. Interest is paid in kind semi-annually by increasing the principal amount payable and due at maturity and/or in cash as follows: interest payable on October 15, 2016 will be paid in kind at an annual rate of 12.5%; interest payable after October 15, 2016 but on or before April 15, 2018 will be paid at a rate of 10% with 50% in kind and 50% in cash; interest payable after April 15, 2018 will be paid in cash at a rate of 10% until maturity.
(d)
The Term Loan accrues interest at a rate of 13% compounded monthly and which is paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest is due April 15, 2018.
(e)
Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 6.18%, which mature in varying installments between 2017 and 2020. Capital lease obligations were $5.9 million and $7.7 million at June 30, 2017 and December 31, 2016, respectively.
(f)
The note payable balance as of June 30, 2017 represents the remaining amount due from acquiring the remaining interest of our former partner in Appalachian Water Services, LLC ("AWS") in 2015. Principal and interest payments are due in equal quarterly installments through April 2019. As a result of our chapter 11 filing on May 1, 2017, the note payable to

20


AWS was reclassified to "Liabilities subject to compromise" on our Condensed Consolidated Balance Sheet as of June 30, 2017. See Note 13 and Note 18 for discussion on the AWS note payable settlement.
(g)
The estimated fair value of our 2018 Notes and our 2021 Notes is based on reported trading prices as of June 30, 2017. Our DIP Revolving Facility, Term Loan, DIP Term Loan, note payable and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.
(h)
The debt discount for issuance of warrants represents the initial fair value of the warrants issued in connection with the debt restructuring that occurred during the year ended December 31, 2016, which is amortized through interest expense over the terms of the new 2021 Notes and the Term Loan. As described further in Note 9, these warrants are accounted for as derivative liabilities.
(i)
As previously discussed in Note 3, certain of our debt instruments are included in our "Liabilities subject to compromise" on our Condensed Consolidated Balance Sheet as of June 30, 2017, including the 2018 Notes, 2021 Notes, Term Loan, Note Payable to AWS, and all the related discounts, premiums, or debt issuance costs associated with these debt instruments. The debt instruments still presented in current portion of long-term debt or long-term debt are the DIP Revolving Facility, the DIP Term Loan, and the vehicle financings.
(j)
Represents the balance outstanding on the DIP Term Loan as of June 30, 2017. The DIP Term Loan bears interest at a per annum rate equal to the LIBOR Rate plus the Applicable Margin of 12.0% and may not exceed $12.5 million. The DIP Term Loan was previously discussed in Note 3 under "Debtor in Possession Financing."
For a discussion of material changes and developments in our debt and its principal terms, see our discussion below, as well as the "Debtor in Possession Financing" section of Note 3.
Indebtedness
Prior to our Restructuring, we were highly leveraged and a substantial portion of our liquidity needs resulted from debt service requirements and from funding our costs of operations and capital expenditures. As of June 30, 2017, we had $519.9 million of indebtedness outstanding, consisting of $40.4 million of 2018 Notes, $357.1 million of 2021 Notes, $80.7 million under the Term Loan, $7.5 million under the DIP Term Loan, $24.4 million under the DIP Revolving Facility, and $9.8 million of capital leases for vehicle financings and a note payable for the purchase of the remaining interest in AWS.
Default Under Debt Instruments
The maturity date of our ABL Facility occurred on March 31, 2017, and, as a result, all commitments under the ABL Facility were terminated, the lenders under the ABL Facility had no obligation to provide additional loans or otherwise extend credit under the ABL Facility, and all obligations under the ABL Facility are due and payable. As we did not repay all outstanding obligations under the ABL Facility, we were in default under the ABL Facility and the lenders under the ABL Facility were entitled to exercise their rights and remedies. In addition, the default under the ABL Facility constituted an event of cross default under the Term Loan and the indentures governing our 2018 Notes and 2021 Notes. In addition, the filing of the bankruptcy constituted an event of default that accelerated the Company’s obligations under the ABL Facility, Term Loan, indenture governing the 2018 Notes, indenture governing the 2021 Notes, and note issued in connection with the acquisition of the remaining 49% interest in AWS.
As previously discussed in Note 3, in order to address our liquidity issues and provide for a restructuring of our indebtedness to improve our long-term capital structure, we entered into the Restructuring Support Agreement and commenced the chapter 11 cases.

Pursuant to Section 362 of the Bankruptcy Code, the filing of the chapter 11 cases automatically stayed most actions against the Nuverra Parties, including actions to collect indebtedness incurred prior to the filing of the Plan or to exercise control over the Nuverra Parties’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the chapter 11 cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Nuverra Parties or their property to recover on, collect or secure a claim arising prior to the filing of the cases or to exercise control over property of the Nuverra Parties’ bankruptcy estates. The filing of the chapter 11 cases with the Bankruptcy Court automatically stayed any potential action arising from the default under the ABL Facility, Term Loan, and the indentures governing our 2018 Notes and 2021 Notes. Such indebtedness was paid or discharged through the chapter 11 proceeding. Pursuant to the Plan, on the Effective Date, the stay provided by Section 362 of the Bankruptcy Code was lifted.


21


Term Loan Credit Agreement Amendments

Fifth Amendment to Term Loan

On April 3, 2017 (the “Fifth Amendment Effective Date”), we entered into a Fifth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Fifth Term Loan Agreement Amendment”) by and among the lenders named therein (the "Term Loan Lenders"), Wilmington, Wells Fargo Bank, National Association ("Wells Fargo"), as collateral agent, the Company, and the guarantors named therein, which further amended the Term Loan Agreement, dated as of April 15, 2016, by and among Wilmington, the Term Loan Lenders, and the Company (the "Term Loan Agreement") by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $58.1 million to $59.2 million (the “Fifth Amendment Additional Term Commitment”) and amending the EBITDA financial maintenance covenant.

Pursuant to the Fifth Term Loan Agreement Amendment, we were required to use the net cash proceeds of the Fifth Amendment Additional Term Commitment of $1.1 million to pay the fees, costs and expenses incurred in connection with the Fifth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, were available for general operating, working capital and other general corporate purposes.

As a condition to the effectiveness of the Fifth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under our ABL Facility providing that the agent under the ABL Facility would not exercise any remedies with respect to the Fifth Amendment Additional Term Commitment deposited in the our Master Account (as defined in the ABL Facility). In addition, we received a waiver of certain events of default under the Term Loan Agreement arising from the inclusion of a going concern paragraph from our registered public accounting firm, breach of the EBITDA financial maintenance covenant, and cross-default arising from the default under our ABL Facility.

The Fifth Term Loan Agreement Amendment required us to (i) on or before April 7, 2017, enter into a restructuring support agreement and other documentation required by the Term Loan Lenders in connection with the restructuring of the indebtedness of the Company and its subsidiaries; (ii) appoint Robert D. Albergotti as the Chief Restructuring Officer to the Company; and (iii) within five days of the Fifth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the our ABL Facility and to pay all premiums for such title policies.

Sixth Amendment to Term Loan

On April 6, 2017 (the "Sixth Amendment Effective Date"), we entered into a Sixth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Sixth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amended the Term Loan Agreement by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $59.2 million to $60.3 million (the “Sixth Amendment Additional Term Commitment”).

Pursuant to the Sixth Term Loan Agreement Amendment, we were required to use a portion of the net cash proceeds of the Sixth Amendment Additional Term Commitment of $1.0 million to pay the fees, costs and expenses incurred in connection with the Sixth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, were available for general operating, working capital and other general corporate purposes. The additional liquidity provided by the Sixth Amendment Additional Term Commitment was to fund our business operations until the filing of the Plan.

As a condition to the effectiveness of the Sixth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Sixth Amendment Additional Term Commitment deposited in our Master Account.

The Sixth Term Loan Agreement Amendment required us, among other things, to (i) on or before April 7, 2017, enter into the Restructuring Support Agreement and other documentation requested by the Term Loan Lenders in connection with the Restructuring; and (ii) within 5 days of Sixth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums for such title policies.

Seventh Amendment to Term Loan

On April 10, 2017 (the "Seventh Amendment Effective Date"), we entered into a Seventh Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Seventh Term Loan Agreement Amendment”) by and among the Term Loan Lenders,

22


Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amended the Term Loan Agreement by increasing the Term Loan Lenders’ commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $60.3 million to $65.8 million (the “Seventh Amendment Additional Term Commitment”). The Seventh Amendment Additional Term Commitment was in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined the Fifth Amendment to Term Loan Credit Agreement).

Pursuant to the Seventh Term Loan Agreement Amendment, we were required to use a portion of the net cash proceeds of the Seventh Amendment Additional Term Commitment of $5.0 million to pay the fees, costs and expenses incurred in connection with the Seventh Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, were available for general operating, working capital and other general corporate purposes. The additional liquidity provided by the Seventh Amendment Additional Term Commitment was to fund our business operations until the filing of the Plan.

As a condition to the effectiveness of the Seventh Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Seventh Amendment Additional Term Commitment deposited in the our Master Account, subject to the terms of such letter agreement.

The Seventh Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the Restructuring Support Agreement; and (ii) within 5 days of Fifth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums for such title policies.

Eighth Amendment to Term Loan

On April 18, 2017 (the “Eighth Amendment Effective Date”), we entered into an Eighth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Eighth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amended the Term Loan Credit Agreement by increasing the Term Loan Lenders’ commitment and the principal amount borrowed by the Company under the Term Loan Agreement from $65.8 million to $69.3 million (the “Eighth Amendment Additional Term Commitment”). The Eighth Amendment Additional Term Commitment was in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined in the Fifth Amendment to Term Loan Credit Agreement).

Pursuant to the Eighth Term Loan Agreement Amendment, we were required to use a portion of the net cash proceeds of the Eighth Amendment Additional Term Commitment of $3.5 million to pay the fees, costs and expenses incurred in connection with the Eighth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, were available for general operating, working capital and other general corporate purposes. The additional liquidity provided by the Eighth Amendment Additional Term Commitment was to fund our business operations until the filing of a prepackaged plan of reorganization under chapter 11 of the United States Bankruptcy Code.

As a condition to the effectiveness of the Eighth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under the ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Eighth Amendment Additional Term Commitment deposited in our Master Account, subject to the terms of such letter agreement. The Eighth Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the previously disclosed Restructuring Support Agreement; and (ii) within 5 days of the Eighth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under our Term Loan Agreement and to pay all premiums or such title policies.

Ninth Amendment to Term Loan

On April 24, 2017 (the “Ninth Amendment Effective Date”), we entered into an Ninth Amendment (Increase Amendment) to Term Loan Credit Agreement (the “Ninth Term Loan Agreement Amendment”) by and among the Term Loan Lenders, Wilmington, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amended the Term Loan Credit Agreement by increasing the Term Loan Lenders’ commitment and the principal amount borrowed by the Company under the Term Loan Agreement from $69.3 million to $75.4 million (the “Ninth Amendment Additional Term Commitment”). The Ninth Amendment Additional Term Commitment was in partial satisfaction of the requirement to fund Supplemental Term Loans (as defined in the Fifth Amendment to Term Loan Credit Agreement).


23


Pursuant to the Ninth Term Loan Agreement Amendment, we were required to use a portion of the net cash proceeds of the Ninth Amendment Additional Term Commitment of $6.0 million to pay the fees, costs and expenses incurred in connection with the Ninth Term Loan Agreement Amendment. The remaining net cash proceeds, subject to satisfaction of certain release conditions, were available for general operating, working capital and other general corporate purposes. The additional liquidity provided by the Ninth Amendment Additional Term Commitment was to fund our business operations until the filing of the Plan.

As a condition to the effectiveness of the Ninth Term Loan Agreement Amendment, we were required to enter into a letter agreement with the agent under our ABL Facility providing, among other things, that the agent under the ABL Facility would not exercise any remedies with respect to the Ninth Amendment Additional Term Commitment deposited in our Master Account, subject to the terms of such letter agreement.

The Ninth Term Loan Agreement Amendment required us, among other things, to (i) comply with the terms and conditions of the RSA; and (ii) within 5 days of the Ninth Amendment Effective Date, cause mortgage title policies to be issued for all real property collateral under the Company’s Term Loan Agreement and to pay all premiums for such title policies.

Letter Agreements Regarding Additional Term Loan Commitments

Fifth Amendment Letter Agreement

On April 3, 2017, in connection with the Fifth Term Loan Agreement Amendment, we and Wells Fargo Bank, National Association, as Administrative Agent ("Wells Fargo") entered into a letter agreement regarding the Fifth Amendment Additional Term Commitment (the “Fifth Amendment Letter Agreement”). Pursuant to the Fifth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Fifth Amendment Additional Term Commitment or any additional Term Loans that are deposited in our Master Account. In addition, the Fifth Amendment Letter Agreement provided that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Additional Term Commitment, such Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

Sixth Amendment Letter Agreement

On April 6, 2017, in connection with the Sixth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Sixth Amendment Additional Term Commitment (the “Sixth Amendment Letter Agreement”). Pursuant to the Sixth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Sixth Amendment Additional Term Commitment that are deposited in our Master Account. In addition, the Sixth Amendment Letter Agreement provided that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Sixth Amendment Additional Term Commitment, such Sixth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

Seventh Amendment Letter Agreement

On April 10, 2017, in connection with the Seventh Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Seventh Amendment Additional Term Commitment (the “Seventh Amendment Letter Agreement”). Pursuant to the Seventh Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Seventh Amendment Additional Term Commitment that are deposited in our Master Account. In addition, the Seventh Amendment Letter Agreement provided that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Seventh Amendment Additional Term Commitment, such Seventh Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

Eighth Amendment Letter Agreement

On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Eighth Amendment Additional Term Commitment (the “Eighth Amendment Letter Agreement”). Pursuant to the Eighth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Eighth Amendment Additional Term Commitment that are deposited in our Master Account, subject to the terms of such Eighth Amendment Letter Agreement. In addition, the Eighth Amendment Letter Agreement provided that

24


in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Eighth Amendment Additional Term Commitment, such Eighth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

Ninth Amendment Letter Agreement

On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, we and Wells Fargo entered into a letter agreement regarding the Ninth Amendment Additional Term Commitment (the “Ninth Amendment Letter Agreement”). Pursuant to the Ninth Amendment Letter Agreement, Wells Fargo agreed to not exercise any remedies with respect to the cash proceeds received from the Ninth Amendment Additional Term Commitment that are deposited in our Master Account, subject to the terms of such Ninth Amendment Letter Agreement. In addition, the Ninth Amendment Letter Agreement provided that in the event Wells Fargo or the lenders under the ABL Facility foreclose or otherwise obtain direct control over the Ninth Amendment Additional Term Commitment, such Ninth Amendment Additional Term Commitment shall be deemed to be held in trust by Wells Fargo or the lenders under the ABL Facility for the benefit of the Term Loan Lenders.

Intercreditor Agreement Amendments

Third Intercreditor Agreement Amendments

On April 3, 2017, in connection with the Fifth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 3 to Intercreditor Agreement (the “Third Pari Passu Intercreditor Agreement Amendment”), dated April 3, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amended the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as pari passu collateral agent, Wells Fargo, as administrative agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement (the "Pari Passu Intercreditor Agreement"). On April 3, 2017, in connection with the Fifth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 3 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Third Amendment”), dated April 3, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amended the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as administrative agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as collateral agent under the indenture governing our 2021 Notes. The Third Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Third Amendment permitted the Fifth Additional Term Commitment by amending the Term Loan Cap (as defined therein) to increase it from $63.9 million to $65.1 million. The Term Loan Cap was higher than the commitment under the Term Loan, as it included, in addition to the Term Loan Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10.0% cushion.

Fourth Intercreditor Agreement Amendments

On April 6, 2017, in connection with the Sixth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 4 to Intercreditor Agreement (the “Fourth Pari Passu Intercreditor Agreement Amendment”), dated April 6, 2017 by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amended the Pari Passu Intercreditor Agreement. On April 6, 2017, in connection with the Sixth Term Loan Agreement Amendment,we acknowledged and agreed to the terms and conditions under Amendment No. 4 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Fourth Amendment”), dated April 6, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amended the Second Lien Intercreditor Agreement. The Fourth Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Fourth Amendment permitted the Sixth Amendment Additional Term Commitment by amending the Term Loan Cap to increase it from $65.1 million to $66.3 million. The Term Loan Cap was higher than the commitment under the Term Loan, as it included, in addition to the Term Loan Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10.0% cushion.


25


Fifth Intercreditor Agreement Amendments

On April 10, 2017, in connection with the Seventh Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 5 to Intercreditor Agreement (the “Fifth Pari Passu Intercreditor Agreement Amendment”), dated April 7, 2017 by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amended the Pari Passu Intercreditor Agreement. On April 10, 2017, in connection with the Seventh Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 5 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Fifth Amendment”), dated April 7, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amended the Second Lien Intercreditor Agreement. The Fifth Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Fifth Amendment permitted the Seventh Amendment Additional Term Commitment by amending the Term Loan Cap to increase it from to $66.3 million to $72.4 million. The Term Loan Cap was higher than the commitment under the Term Loan, as it included, in addition to the Term Loan Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10.0% cushion.

Sixth Intercreditor Agreement Amendments

On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 6 to Intercreditor Agreement (the “Sixth Pari Passu Intercreditor Agreement
Amendment”), dated April 18, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amended the Pari Passu Intercreditor Agreement. On April 18, 2017, in connection with the Eighth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 6 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Sixth Amendment”), dated April 18, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amended the Intercreditor Agreement, dated as of April 15, 2016, between Wells Fargo, as administrative agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as collateral agent under the indenture governing the 2021 Notes. The Sixth Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Sixth Amendment permitted the Eighth Amendment Additional Term Commitment by increasing the Term Loan Cap (as defined therein) from $72.4 million to $76.3 million. The Term Loan Cap was higher than the commitment under the Term Loan Agreement, as it included, in addition to the Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10.0% cushion.

Seventh Intercreditor Agreement Amendments

On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 7 to Intercreditor Agreement (the “Seventh Pari Passu Intercreditor Agreement Amendment”), dated April 24, 2017, by and among Wells Fargo, as pari passu collateral agent, Wells Fargo, as revolving credit agreement agent under the ABL Facility, and Wilmington, as administrative agent under the Term Loan Agreement, which further amended the Pari Passu Intercreditor Agreement. On April 24, 2017, in connection with the Ninth Term Loan Agreement Amendment, we acknowledged and agreed to the terms and conditions under Amendment No. 7 to Intercreditor Agreement (the “Second Lien Intercreditor Agreement Seventh Amendment”), dated April 24, 2017, by and among Wells Fargo, as revolving credit agreement agent under the ABL Facility, Wilmington, as administrative agent under the Term Loan Agreement, and Wilmington, as second lien agent under the Second Lien Intercreditor Agreement, which further amended the Second Lien Intercreditor Agreement. The Seventh Pari Passu Intercreditor Agreement Amendment and the Second Lien Intercreditor Agreement Seventh Amendment permitted the Ninth Amendment Additional Term Commitment by increasing the Term Loan Cap (as defined therein) from $76.3 million to $82.9 million. The Term Loan Cap was higher than the commitment under the Term Loan Agreement, as it included, in addition to the Term Loan Lenders’ commitment under the Term Loan Agreement, origination fees paid in kind and a 10.0% cushion.

Note 9 - Derivative Warrants
During the year ended December 31, 2016, we issued 26.4 million warrants, with 17.5 million warrants for the exchange of 2018 Notes for new 2021 Notes, 0.1 million warrants for the exchange of 2018 Notes for common stock, and 8.8 million warrants to the Term Loan lenders. All warrants were issued with an exercise price of $0.01 and have a term of ten years.

26


The following table shows the warrant activity for the six months ended June 30, 2017 and the year ended December 31, 2016:
 
 
Six Months Ended
 
Year Ended
 
 
June 30, 2017
 
December 31, 2016
Outstanding at the beginning of the period
 
25,283

 

Issued
 

 
26,400

Exercised
 
(2
)
 
(1,117
)
Outstanding at the end of the period
 
25,281

 
25,283

We accounted for warrants in accordance with the accounting guidance for derivatives, which sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity's own stock which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity's own stock and (ii) classified in the shareholders' equity section of the entity's balance sheet. We determined that the warrants were ineligible for equity classification due to the anti-dilution provisions set forth therein. As such, the warrants were recorded as derivative liabilities at fair value on the "Derivative warrant liability" line in the condensed consolidated balance sheet. The warrants were previously classified as a current liability in the condensed consolidated balance sheet as they could be exercised by the holders at any time. However, as previously discussed in both Note 3 and Note 6, the derivative warrant liability was reclassified to "Liabilities subject to compromise" on the condensed consolidated balance sheet as of June 30, 2017 as a result of the chapter 11 filing on May 1, 2017. All existing warrants are cancelled under the Plan.
As discussed previously in Note 6, the fair value of the derivative warrant liability was estimated using a Monte Carlo simulation model on the date of issue and is re-measured at each quarter end until expiration or exercise of the underlying warrants with the resulting fair value adjustment recorded in "Other income, net" in the condensed consolidated statement of operations.

The fair value of the derivative warrant liability was estimated using the following model inputs:
 
 
Period Ended
 
Period Ended
 
 
June 30, 2017
 
December 31, 2016
Exercise price
 
$
0.01

 
$
0.01

Closing stock price
 
$
0.01

 
$
0.18

Risk free rate
 
2.25
%
 
2.40
%
Expected volatility
 
105.5
%
 
79.5
%

Note 10 - Restructuring and Exit Costs
In March 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the Mississippian shale area and the Tuscaloosa Marine Shale logistics business. Additionally, we closed certain yards within the Northeast and Southern divisions and transferred many of the related assets to our other operating locations, primarily in the Eagle Ford shale basin. The total costs of the restructuring recognized in 2015 were approximately $7.1 million, and included severance and termination benefits, lease exit costs, other exits costs related to the movement of vehicles and rental fleet, and an asset impairment charge.
There were no similar restructuring or exit costs incurred during the six months ended June 30, 2017 or June 30, 2016. The remaining liability for the restructuring and exit costs incurred represents lease exit costs under non-cancellable operating leases and totaled approximately $0.1 million as of June 30, 2017, which is included in "Accrued liabilities" in the condensed consolidated balance sheets.
A rollforward of the liability from December 31, 2016 through June 30, 2017 is as follows:
 
 
Lease Exit Costs
Balance accrued at beginning of period
 
$
130

Cash payments
 
(24
)
Balance accrued at end of period
 
$
106


27


Note 11 - Income Taxes
The following table shows the components of the income tax expense for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Current income tax benefit (expense)
$
18

 
$
(750
)
 
$
18

 
$
(780
)
Deferred income tax expense

 
(23
)
 

 
(48
)
Total income tax benefit (expense)
$
18

 
$
(773
)
 
$
18

 
$
(828
)
The effective income tax rate for the three and six months ended June 30, 2017 was near zero, which differs from the federal statutory benefit rate of 35.0%. The difference is primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses.
The effective income tax rate for the three and six months ended June 30, 2016 was 1.9% and 1.2%, which differs from the federal statutory rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses.
We have significant deferred tax assets, consisting primarily of NOLs, which have a limited life, generally expiring between the years 2029 and 2037, and capital losses, which have a five year carryforward expiring in 2020. We regularly assess the positive and negative evidence available to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred this year and in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income.

In light of our continued ordinary losses, at June 30, 2017 we determined that our deferred tax liabilities were not sufficient to fully realize our deferred tax assets. Accordingly, a valuation allowance continues to be required against the portion of our deferred tax assets that is not offset by deferred tax liabilities. We expect our effective income tax rate to be near zero for 2017.

Note 12 - Share-based Compensation
As of June 30, 2017, we may grant stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other stock-based awards and cash-based awards to our employees, directors, consultants and advisors pursuant to the Nuverra Environmental Solutions, Inc. 2009 Equity Incentive Plan (as amended, the “2009 Plan”).
The total grants awarded during the six months ended June 30, 2017 and June 30, 2016 are presented in the table below:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Stock option grants
 

 

 

 

Restricted stock grants
 

 

 

 

Restricted stock unit grants
 

 

 

 
1

    Total grants under the 2009 Plan
 

 

 

 
1


28


The total stock-based compensation expense, net of estimated forfeitures, included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2017 and June 30, 2016 was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Stock options
 
$
32

 
$
65

 
$
97

 
$
149

Restricted stock
 
65

 
118

 
131

 
203

Restricted stock units
 
15

 
105

 
193

 
304

     Total stock-based compensation expense
 
$
112

 
$
288

 
$
421

 
$
656

Note 13 - Legal Matters
Environmental Liabilities
We are subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. Our continuing operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. We have installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law.
We believe we are in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which we operate. We believe that there are no unrecorded liabilities as of the periods reported herein in connection with our compliance with applicable environmental laws and regulations. The condensed consolidated balance sheets at June 30, 2017 and December 31, 2016 included accruals totaling $0.3 million and $2.8 million, respectively, for various environmental matters.
Litigation
There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against us, which arise in the ordinary course of business, including actions with respect to securities and shareholder class actions, personal injury, vehicular and industrial accidents, commercial contracts, legal and regulatory compliance, securities disclosure, labor and employment, and employee benefits and environmental matters, the more significant of which are summarized below. We record a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter.
We believe that we have valid defenses with respect to legal matters pending against us. Based on our experience, we also believe that the damage amounts claimed in the lawsuits disclosed below are not necessarily a meaningful indicator of our potential liability. Litigation is inherently unpredictable, and it is possible that our results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against us. We do not expect that the outcome of other current claims and legal actions not discussed below will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
AWS Arbitration Demand and Note Payable Settlement
On April 28, 2015, our former partner in AWS issued to us a Demand for Arbitration pursuant to the terms of the AWS operating agreement, relating to alleged breaches by us of certain of our obligations under the operating agreement. We entered into a settlement of this matter with our former partner in June 2015 whereby we purchased the remaining interest in AWS for $4.0 million in cash and a $7.4 million note payable (or “the AWS Note”) with principal and interest due in equal quarterly installments through April 2019. Pursuant to the terms of the note, if we failed to meet the payment terms of the obligation, or if we became insolvent or declared bankruptcy, all remaining outstanding balances on the note payable would become

29


immediately due and payable. As we failed to meet the payment terms of the obligation and filed the chapter 11 cases, all outstanding balances on the note payable became immediately due and payable.
Pursuant to Section 362 of the Bankruptcy Code, the filing of the chapter 11 cases automatically stayed most actions against the Nuverra Parties, including actions to collect indebtedness incurred prior to the filing of the Plan or to exercise control over the Nuverra Parties’ property. Subject to certain exceptions under the Bankruptcy Code, the filing of the chapter 11 cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Nuverra Parties or their property to recover on, collect or secure a claim arising prior to the filing of the cases or to exercise control over property of the Nuverra Parties’ bankruptcy estates. As a result, the filing of the chapter 11 cases with the Bankruptcy Court automatically stayed any potential action to collect the outstanding balance on the note payable.

On July 17, 2017, the Nuverra Parties filed a motion with the Bankruptcy Court seeking authorization to resolve unsecured claims related to the AWS note payable. Pursuant to the proposed settlement terms, the Nuverra Parties will transfer to the holders of the AWS note payable, on an “as-is” basis, their water treatment facility in the Marcellus Shale area together with $75,000 for reimbursement of certain costs and deferred maintenance. In exchange for the water treatment facility and the $75,000, the holders of the AWS note payable will release their claims related to the AWS note payable and enter into with certain of the Nuverra Parties a lease of five acres of land that can be used by the Nuverra Parties to operate a truck depot.

On July 21, 2017, the Bankruptcy Court entered an order authorizing the AWS note payable settlement. The Company expects to complete the settlement after the Effective Date.

Note 14 - Related Party and Affiliated Company Transactions
There have been no significant changes to the other related party transactions with Mr. Johnsrud for apartment rentals, purchases of fresh water for resale and use of land where certain of our saltwater disposal wells are situated as described in Note 19 to the consolidated financial statements in our 2016 Annual Report on Form 10-K.
Note 15 - Segments
We evaluate business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. Our shale solutions business is comprised of three operating divisions, which we consider to be operating and reportable segments of our continuing operations: (1) the Northeast division comprising the Marcellus and Utica Shale areas, (2) the Southern division comprising the Haynesville, Eagle Ford, and Permian Basin Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and certain other corporate assets.

30


Financial information for our reportable segments related to continuing operations is presented below.
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate/ Other
 
Total
Three months ended June 30, 2017
 
 
 
 
 
 
 
 
 
Revenue
$
23,759

 
$
9,570

 
$
8,209

 
$

 
$
41,538

Direct operating expenses
19,171

 
9,831

 
5,823

 

 
34,825

General and administrative expenses
1,505

 
817

 
650

 
5,895

 
8,867

Depreciation and amortization
6,803

 
2,182

 
3,068

 
54

 
12,107

Operating loss
(3,720
)
 
(3,260
)
 
(1,332
)
 
(5,949
)
 
(14,261
)
Loss from continuing operations before income taxes
(4,209
)
 
(3,325
)
 
(1,406
)
 
(10,665
)
 
(19,605
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2017
 
 
 
 
 
 
 
 
 
Revenue
48,044

 
17,327

 
15,390

 

 
80,761

Direct operating expenses
40,403

 
17,788

 
10,923

 

 
69,114

General and administrative expenses
3,452

 
1,586

 
1,681

 
14,507

 
21,226

Depreciation and amortization
13,588

 
4,695

 
6,587

 
108

 
24,978

Operating loss
(9,399
)
 
(6,742
)
 
(3,801
)
 
(14,615
)
 
(34,557
)
Loss from continuing operations before income taxes
(9,910
)
 
(6,927
)
 
(3,933
)
 
(34,797
)
 
(55,567
)
 
 
 
 
 
 
 
 
 
 
As of June 30, 2017
 
 
 
 
 
 
 
 
 
Total assets (a)
177,124

 
42,078

 
97,024

 
14,491

 
330,717

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2016
 
 
 
 
 
 
 
 
 
Revenue
18,952

 
7,688

 
7,338

 

 
33,978

Direct operating expenses
16,232

 
8,126

 
5,925

 

 
30,283

General and administrative expenses
1,695

 
339

 
973

 
11,197

 
14,204

Depreciation and amortization
7,792

 
3,426

 
3,919

 
69

 
15,206

Operating loss
(6,767
)
 
(6,556
)
 
(3,790
)
 
(11,266
)
 
(28,379
)
Loss from continuing operations before income taxes
(6,818
)
 
(6,669
)
 
(3,825
)
 
(22,553
)
 
(39,865
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2016
 
 
 
 
 
 
 
 
 
Revenue
43,857

 
20,465

 
16,631

 

 
80,953

Direct operating expenses
35,790

 
19,694

 
13,416

 

 
68,900

General and administrative expenses
3,547

 
1,529

 
1,893

 
14,687

 
21,656

Depreciation and amortization
15,871

 
7,309

 
7,733

 
138

 
31,051

Operating loss
(11,351
)
 
(10,420
)
 
(6,722
)
 
(14,825
)
 
(43,318
)
Loss from continuing operations before income taxes
(11,470
)
 
(10,600
)
 
(6,751
)
 
(38,260
)
 
(67,081
)
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016
 
 
 
 
 
 
 
 
 
Total assets (a)
184,116

 
46,094

 
107,350

 
5,044

 
342,604

(a)    Total assets exclude intercompany receivables eliminated in consolidation.

Note 16 - Discontinued Operations
Our former industrial solutions operating and reportable segment, Thermo Fluids Inc. ("TFI"), was classified as discontinued operations since the sale process with various prospective acquirers began in fourth quarter of 2013. On April 11, 2015, we completed the TFI disposition with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-

31


Kleen acquired TFI for $85.0 million in an all-cash transaction, with $4.3 million of the purchase price deposited into an escrow account to satisfy working capital adjustments and our indemnification obligations under the purchase agreement.
The post-closing working capital reconciliation was completed during the year ended December 31, 2016, and as a result we recorded an additional loss on the sale of TFI of $1.3 million, bringing the total loss on sale to $1.5 million. The $4.3 million was released from escrow during 2016, of which $3.0 million was returned to us and $1.3 million was paid to Safety-Kleen for the post-closing working capital adjustment and certain indemnification claims.
The following table provides selected financial information of discontinued operations related to TFI:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2017
 
2016
 
2017
 
2016
Loss from discontinued operations before income taxes
$

 
$

 
$

 
$

Income tax expense

 

 

 

Loss from discontinued operations - before sale
$

 
$

 
$

 
$

Loss on sale of TFI

 
(1,290
)
 

 
(1,235
)
Loss from discontinued operations
$

 
$
(1,290
)
 
$

 
$
(1,235
)
Note 17 - Subsidiary Guarantors
Our obligations under the 2018 Notes and 2021 Notes are jointly and severally, fully and unconditionally guaranteed by certain of our subsidiaries. Pursuant to the terms of the indentures governing the 2018 and 2021 Notes, the guarantees are full and unconditional, but are subject to release under the following circumstances:
in connection with any sale, disposition or transfer of all or substantially all of the assets to a person that is not the Company or a subsidiary guarantor;
in connection with any sale, disposition or transfer of all of the capital stock of that subsidiary guarantor to a person that is not the Company or a subsidiary guarantor;
if we designate any restricted subsidiary that is a subsidiary guarantor to be an unrestricted subsidiary; or
upon legal defeasance or the discharge of our obligations under the indentures governing the 2018 Notes and 2021 Notes.
Although the guarantees are subject to release under the above described circumstances, we have concluded they are still deemed full and unconditional for purposes of Rule 3-10 of Regulation S-X because these circumstances are customary, and accordingly, we concluded that we may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met.
The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly owned subsidiaries (the “Guarantor Subsidiaries”) as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016. During the three months ended December 31, 2015, Nuverra Rocky Mountain Pipeline, LLC (or "RMP") was released from all obligations including as guarantor for our debt obligations. However, because RMP's individual results are not material as there are no active contracts for new pipelines, we have not separately presented RMP as a Non-Guarantor, but rather continued to include RMP in the Guarantor Subsidiaries column. These condensed consolidating financial statements have been prepared from our financial information on the same basis of accounting as our condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions.


32


CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2017
(Unaudited)

 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
1,198

 
$
7

 
$

 
$
1,205

Restricted cash
3,424

 
1,404

 

 
4,828

Accounts receivable, net

 
28,215

 

 
28,215

Other current assets
7,130

 
6,257

 

 
13,387

Assets held for sale

 
631

 

 
631

Total current assets
11,752

 
36,514

 

 
48,266

Property, plant and equipment, net
2,255

 
266,530

 

 
268,785

Equity investments
(72,359
)
 
59

 
72,359

 
59

Intangible assets, net

 
13,268

 

 
13,268

Other
364,985

 
96,085

 
(460,731
)
 
339

Total assets
$
306,633

 
$
412,456

 
$
(388,372
)
 
$
330,717

LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
 
 
 
 
Accounts payable
$
187

 
$
6,106

 
$

 
$
6,293

Accrued liabilities
16,238

 
11,113

 

 
27,351

Current portion of long-term debt
31,891

 
3,339

 

 
35,230

Derivative warrant liability

 

 

 

Total current liabilities
48,316

 
20,558

 

 
68,874

Deferred income taxes
(69,999
)
 
70,494

 

 
495

Long-term debt

 
2,517

 

 
2,517

Other long-term liabilities
88,812

 
375,608

 
(460,731
)
 
3,689

Liabilities subject to compromise
463,700

 
15,638

 

 
479,338

Total shareholders' deficit
(224,196
)
 
(72,359
)
 
72,359

 
(224,196
)
Total liabilities and shareholders' deficit
$
306,633

 
$
412,456

 
$
(388,372
)
 
$
330,717


33


CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2016

 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
913

 
$
81

 
$

 
$
994

Restricted cash
475

 
945

 

 
1,420

Accounts receivable, net

 
23,795

 

 
23,795

Other current assets
1,022

 
5,065

 

 
6,087

Assets held for sale

 
1,182

 

 
1,182

Total current assets
2,410

 
31,068

 

 
33,478

Property, plant and equipment, net
2,363

 
291,816

 

 
294,179

Equity investments
(51,590
)
 
73

 
51,590

 
73

Intangible assets, net

 
14,310

 

 
14,310

Other
363,291

 
94,388

 
(457,115
)
 
564

Total assets
$
316,474

 
$
431,655

 
$
(405,525
)
 
$
342,604

LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
 
 
 
 
Accounts payable
$
412

 
$
3,635

 
$

 
$
4,047

Accrued liabilities
6,961

 
11,826

 

 
18,787

Current portion of long-term debt
459,313

 
6,522

 

 
465,835

Derivative warrant liability
4,298

 

 

 
4,298

Total current liabilities
470,984

 
21,983

 

 
492,967

Deferred income taxes
(71,645
)
 
72,140

 

 
495

Long-term debt

 
5,956

 

 
5,956

Long-term portion of contingent consideration

 
8,500

 

 
8,500

Other long-term liabilities
86,201

 
374,666

 
(457,115
)
 
3,752

Total shareholders' deficit
(169,066
)
 
(51,590
)
 
51,590

 
(169,066
)
Total liabilities and shareholders' deficit
$
316,474

 
$
431,655

 
$
(405,525
)
 
$
342,604


34


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2017
(Unaudited)
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
41,538

 
$

 
$
41,538

Costs and expenses:
 
 
 
 
 
 
 
Direct operating expenses

 
34,825

 

 
34,825

General and administrative expenses
5,895

 
2,972

 

 
8,867

Depreciation and amortization
54

 
12,053

 

 
12,107

Total costs and expenses
5,949

 
49,850

 

 
55,799

Operating loss
(5,949
)
 
(8,312
)
 

 
(14,261
)
Interest expense, net
(5,178
)
 
(160
)
 

 
(5,338
)
Other income, net
5,643

 
63

 

 
5,706

(Loss) income from equity investments
(8,940
)
 
(8
)
 
8,940

 
(8
)
Reorganization items, net
(5,181
)
 
(523
)
 

 
(5,704
)
Loss from continuing operations before income taxes
(19,605
)
 
(8,940
)
 
8,940

 
(19,605
)
Income tax benefit
18