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EX-31.2 - EXHIBIT 31.2 - Nuverra Environmental Solutions, Inc.nesc_20160331xex312.htm
EX-32.1 - EXHIBIT 32.1 - Nuverra Environmental Solutions, Inc.nesc_20160331xex321.htm
EX-10.2 - EXHIBIT 10.2 - Nuverra Environmental Solutions, Inc.nesc_20160331xex102.htm
EX-31.1 - EXHIBIT 31.1 - Nuverra Environmental Solutions, Inc.nesc_20160331xex311.htm



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: March 31, 2016
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
__________________________________
__________________________________
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 or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
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 April 26, 2016 was 31,052,076.




TABLE OF CONTENTS
 
 
 
 
 
 
 
 

2


Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q contains certain "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,” that involve many risks and uncertainties. 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:
future financial performance and growth targets or expectations;
market and industry trends and developments, including the current decline in oil and natural gas prices;
the potential benefits of our completed and any future merger, acquisition, disposition, restructuring, and financing transactions;
the expected timing for completion of the restructuring transactions described herein and in our other filings with the SEC; and
the expected effect of the restructuring 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:
failure to complete all aspects of our restructuring transactions, including the note conversion, rights offering and implementation of the management incentive plan;
financial results that may be volatile and may not reflect historical trends due to, among other things, changes in commodity prices or general market conditions, acquisition and disposition activities, fluctuations in consumer trends, pricing pressures, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate;
risks associated with our indebtedness, including our ability to manage our liquidity needs and to comply with covenants under our credit facilities, including the indentures governing our notes;
risks associated with our capital structure, including our ability to refinance or restructure our indebtedness to access necessary funding under our existing or future credit facilities and to generate sufficient operating cash flow to meet our debt service obligations;
changes in customer drilling, completion and production activities 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 completing any refinancing or restructuring transactions;
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 assets, landfills and pipelines, including access to additional locations and rights-of-way, unscheduled

3


delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives;
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 and our financial condition, 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 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 corporate headquarters, 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;
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.

 

4


PART I—FINANCIAL INFORMATION
Item  1.
Financial Statements.

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
March 31,
 
December 31,
 
2016
 
2015
 
 
 
(Note 1)
Assets
 
 
 
Cash and cash equivalents
$
30

 
$
39,309

Restricted cash
4,450

 
4,250

Accounts receivable, net of allowance for doubtful accounts of $3.5 and $3.5 million at March 31, 2016 and December 31, 2015, respectively
30,857

 
42,188

Inventories
2,715

 
2,985

Prepaid expenses and other receivables
4,011

 
3,377

Other current assets
5,744

 
2,372

Total current assets
47,807

 
94,481

Property, plant and equipment, net of accumulated depreciation of $219.2 and $209.1 million at March 31, 2016 and December 31, 2015, respectively
391,775

 
406,188

Equity investments
3,745

 
3,750

Intangibles, net
16,214

 
16,867

Other assets
572

 
1,333

Total assets
$
460,113

 
$
522,619

Liabilities and Shareholders' Deficit
 
 
 
Accounts payable
$
7,269

 
$
6,907

Accrued liabilities
34,252

 
29,843

Current portion of contingent consideration
8,500

 
8,628

Current portion of long-term debt
463,164

 
499,709

Total current liabilities
513,185

 
545,087

Deferred income taxes
295

 
270

Long-term portion of debt
8,015

 
11,758

Other long-term liabilities
3,735

 
3,775

Total liabilities
525,230

 
560,890

Commitments and contingencies

 

Shareholders' deficit:
 
 
 
   Common stock
30

 
30

   Additional paid-in capital
1,370,298

 
1,369,921

   Treasury stock
(19,807
)
 
(19,800
)
   Accumulated deficit
(1,415,638
)
 
(1,388,422
)
Total shareholders' deficit
(65,117
)
 
(38,271
)
Total liabilities and shareholders' deficit
$
460,113

 
$
522,619

The accompanying notes are an integral part of these statements.
 

5


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

 
Three Months Ended
 
March 31,
 
2016
 
2015
Revenue:
 
 
 
Non-rental revenue
$
44,026

 
$
107,010

Rental revenue
2,949

 
12,102

Total revenue
46,975

 
119,112

Costs and expenses:
 
 
 
Direct operating expenses
38,617

 
87,999

General and administrative expenses
7,452

 
12,700

Depreciation and amortization
15,845

 
17,482

Other, net

 
683

Total costs and expenses
61,914

 
118,864

Operating (loss) income
(14,939
)
 
248

Interest expense, net
(12,045
)
 
(12,588
)
Other income, net
158

 
321

Loss on extinguishment of debt
(390
)
 

Loss from continuing operations before income taxes
(27,216
)
 
(12,019
)
Income tax (expense) benefit
(55
)
 
24

Loss from continuing operations
(27,271
)
 
(11,995
)
Income from discontinued operations, net of income taxes
55

 
921

Net loss attributable to common shareholders
$
(27,216
)
 
$
(11,074
)
 
 
 
 
Net loss per common share attributable to common shareholders:
 
 
 
Basic and diluted loss from continuing operations
$
(0.98
)
 
$
(0.44
)
Basic and diluted income from discontinued operations

 
0.03

Net loss per basic and diluted common share
$
(0.98
)
 
$
(0.41
)
 
 
 
 
Weighted average shares outstanding used in computing net loss per basic and diluted common share
27,907

 
27,412

The accompanying notes are an integral part of these statements.


6


NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended
 
March 31,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net loss
$
(27,216
)
 
$
(11,074
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
   Income from discontinued operations, net of income taxes

 
(921
)
   Gain on the sale of TFI
(55
)
 

   Depreciation and amortization of intangible assets
15,845

 
17,482

   Amortization of deferred financing costs and debt discounts, net
1,157

 
1,247

   Stock-based compensation
368

 
789

   Gain on disposal of property, plant and equipment
(1,057
)
 
(654
)
   Bad debt expense
217

 
732

   Loss on extinguishment of debt
390

 

   Deferred income taxes
25

 
1

   Other, net
(88
)
 
(418
)
   Changes in operating assets and liabilities:
 
 
 
      Accounts receivable
11,114

 
21,688

      Prepaid expenses and other receivables
(634
)
 
(1,273
)
      Accounts payable and accrued liabilities
4,924

 
6,949

      Other assets and liabilities, net
(2,425
)
 
202

Net cash provided by operating activities from continuing operations
2,565

 
34,750

Net cash provided by operating activities from discontinued operations

 
867

Net cash provided by operating activities
2,565

 
35,617

Cash flows from investing activities:
 
 
 
   Proceeds from the sale of property, plant and equipment
1,449

 
1,968

   Purchases of property, plant and equipment
(1,421
)
 
(6,163
)
   Increase in restricted cash
(200
)
 

Net cash used in investing activities from continuing operations
(172
)
 
(4,195
)
Net cash used in investing activities from discontinued operations

 
(161
)
Net cash used in investing activities
(172
)
 
(4,356
)
Cash flows from financing activities:
 
 
 
   Proceeds from revolving credit facility
12,409

 

   Payments on revolving credit facility
(51,968
)
 
(7,000
)
   Payments for deferred financing costs
(426
)
 

   Payments on vehicle financing and other financing activities
(1,687
)
 
(1,436
)
Net cash used in financing activities from continuing operations
(41,672
)
 
(8,436
)
Net cash provided by financing activities from discontinued operations

 
38

Net cash used in financing activities
(41,672
)
 
(8,398
)
Net (decrease) increase in cash and cash equivalents
(39,279
)
 
22,863

Cash and cash equivalents - beginning of period
39,309

 
15,416

Cash and cash equivalents - end of period
30

 
38,279

Less: cash and cash equivalents of discontinued operations - end of period

 
2,793

Cash and cash equivalents of continuing operations - end of period
$
30

 
$
35,486

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
   Cash paid for interest
$
928

 
$
949

   Cash paid for taxes, net
2

 
94


The accompanying notes are an integral part of these statements.
 

7


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, 2015, 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, 2015, filed with the SEC on March 11, 2016.
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.
Reclassifications
Certain reclassifications and adjustments have been made to prior period amounts in the accompanying condensed consolidated statements of operations and cash flows and notes thereto in order to conform to the current year’s presentation including:
Certain similar line items in the condensed consolidated statement of cash flows for the three months ended March 31, 2015 have been combined to conform to the current year presentation.
In June 2015, we purchased the remaining interest in Appalachian Water Services, LLC (“AWS”), previously a 51% owned non-guarantor subsidiary, and have recast the tables in Note 16 to reflect AWS as a part of the Guarantor Subsidiaries for the three months ended March 31, 2015.
As of January 1, 2016, and further discussed below under "Significant Accounting Policies," we retrospectively adopted, for all comparative periods presented, ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. As a result, $7.9 million and $8.7 million of unamortized debt issuance costs related to our 2018 Notes have been reclassified from “Other assets” to “Current portion of long-term debt” on the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015, respectively. Additionally, as the debt associated with our asset-based revolving credit facility is presented as short-term, the related debt issuance costs of $2.1 million and $2.2 million as of March 31, 2016 and December 31, 2015, respectively, have been reclassified from "Other assets" to "Other current assets" on the condensed consolidated balance sheets. Further, the total assets for the Corporate segment reported in Note 14 have been adjusted for this reclass.
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 March 31, 2016, and a net loss for the three months ended March 31, 2016 and 2015. These factors, coupled with our large outstanding debt balance, raise substantial doubt about our ability to continue as a going concern. We are attempting to restructure our debt, generate sufficient revenues and reduce costs; however, our cash position may not be sufficient to support our daily operations if we are not successful. While we are currently executing a comprehensive strategy to restructure our indebtedness, improve liquidity and reduce costs, including cash interest expense, to sustain operations through the prolonged depression in oil and natural gas prices and the corresponding impact on our business operations, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to complete the transactions associated with our comprehensive strategy to restructure our indebtedness and to generate sufficient liquidity to meet our obligations and operating needs. While we were, and remain, in compliance with our existing debt arrangements, we recognize that absent an improvement in oil prices or a reduction in our indebtedness and cash interest expense, we do not have enough liquidity, including cash on hand, to service our debt, operations, and pay-down debt to avoid covenant violations. See the "Restructuring Support Agreement" discussion in Note 8 and the "Subsequent Events Related to Restructuring" discussion in Note 17 for details on management's financing strategy to restructure our debt in 2016.

8



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.

Significant Accounting Policies

As of January 1, 2016, we retrospectively adopted, for all comparative periods presented, ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In order to conform to the current financial statement presentation, $7.9 million and $8.7 million of unamortized debt issuance costs related to our 2018 Notes have been reclassified from “Other assets” to “Current portion of long-term debt” on the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015, respectively. The guidance in ASU 2015-15 prescribes that deferred initial up-front commitment fees paid by a borrower to a lender represent the benefit of being able to access capital over the contractual term, and therefore, meet the definition of an asset, while debt issuance costs in the scope of ASU 2015-03 do not. As such, we will continue to present the costs associated with our asset-based revolving credit facility as an asset. Deferred issuance costs associated with our asset-based revolving credit facility of $2.1 million and $2.2 million as of March 31, 2016 and December 31, 2015, respectively, are included in “Other current assets” on the condensed consolidated balance sheets as this debt is considered short-term.
On March 10, 2016, we entered into an amendment to our guaranty and security agreement related to our asset-based revolving credit facility ("ABL Facility"), which is described in further detail in Note 8 under "ABL Facility Amendments." This amendment implemented a daily cash sweep of our collection lockbox and depository accounts, the proceeds of which are required to be applied against the outstanding balance of the ABL Facility. As a result of the sweep occurring one day in arrears, we had an ending balance of $0.2 million in our collection lockbox and depository accounts on March 31, 2016, which we have classified as "Restricted cash" on the condensed consolidated balance sheet as this cash is not available for operations and was subsequently swept by the lender on April 1, 2016.

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, 2015.

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 are reviewing the guidance in ASU 2014-09 and have not yet assessed the impact, if any, on our consolidated financial statements and have not determined our method of adoption.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for reporting periods beginning after December 15, 2016, which for us is the reporting period starting January 1, 2017, with early adoption permitted. We are reviewing the guidance in ASU 2014-15 and evaluating the impact this new guidance may have on our consolidated financial statements.

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

9


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. We are evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures. Based upon the current effective date, the new guidance would first apply to our reporting period starting January 1, 2019.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur.  An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period.  Excess tax benefits should be classified along with other income tax cash flows as an operating activity.  In regards to forfeitures, the entity may 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. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period, however early adoption is permitted.  We are currently evaluating the guidance in ASU 2016-09 to determine our adoption method and the effect it will have on our consolidated financial statements. 

Note 3 - 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 months ended March 31, 2016 and 2015, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents were included in the computation of diluted earnings per common share ("EPS") from continuing operations because the inclusion of such shares would be antidilutive based on the net losses from continuing operations reported for those periods. Accordingly, for the three month periods ended March 31, 2016 and 2015, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents 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.
The following table presents the calculation of basic and diluted net loss per common share:
 
Three Months Ended
 
March 31,
 
2016
 
2015
Numerator:
 
 
 
Loss from continuing operations
$
(27,271
)
 
$
(11,995
)
Income from discontinued operations
55

 
921

Net loss attributable to common shareholders
$
(27,216
)
 
$
(11,074
)
 
 
 
 
Denominator:
 
 
 
Weighted average shares—basic
27,907

 
27,412

Common stock equivalents

 

Weighted average shares—diluted
27,907

 
27,412

 
 
 
 
Basic and diluted loss per common share from continuing operations
$
(0.98
)
 
$
(0.44
)
Basic and diluted income per common share from discontinued operations

 
0.03

Net loss per basic and diluted common share
$
(0.98
)
 
$
(0.41
)
 
 
 
 
Anti-dilutive stock-based awards excluded
706

 
879

See Note 17 on "Subsequent Events Related to Restructuring" for a discussion on the number of shares of common stock we expect to be outstanding after completing the debt restructuring plan.

10


Note 4 - Intangible Assets
Intangible assets consist of the following:
 
March 31, 2016
 
December 31, 2015
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Remaining Useful Life (Years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net
 
Remaining Useful Life (Years)
Customer relationships
$
11,731

 
$
(7,219
)
 
$
4,512

 
5.5
 
$
11,731

 
$
(6,865
)
 
$
4,866

 
6.0
Disposal permits
1,269

 
(492
)
 
777

 
4.9
 
1,269

 
(451
)
 
818

 
5.2
Customer contracts
17,352

 
(6,427
)
 
10,925

 
10.5
 
17,352

 
(6,169
)
 
11,183

 
11.0
 
$
30,352

 
$
(14,138
)
 
$
16,214

 
8.9
 
$
30,352

 
$
(13,485
)
 
$
16,867

 
9.3
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 5 - Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. There were no indicators of potential impairment for the three months ended March 31, 2016 and 2015.
If reduced customer activity levels decrease demand for our services for a prolonged period of time, or if we make downward adjustments to our projections, our actual cash flows could be less than our estimated cash flows, which could result in future impairment charges for long-lived assets.

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.
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 March 31, 2016
 
Assets - Cost method investment
$
3,169

Liabilities - Contingent consideration
8,500

 
 
As of December 31, 2015
 
Assets - Cost method investment
$
3,169

Liabilities - Contingent consideration
8,628

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

11


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. Contingent consideration is reported as "Current portion of contingent consideration" in the condensed consolidated balance sheets as we expect to make all remaining payments within one year. 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 three months ended March 31, 2016 and the year ended December 31, 2015 were as follows:
 
March 31, 2016
 
December 31, 2015
Balance at beginning of period
$
8,628

 
$
9,824

Cash payments

 
(909
)
Changes in fair value of contingent consideration, net
(128
)
 
(287
)
Current portion of contingent consideration
$
8,500

 
$
8,628

Other
In addition to our assets and liabilities that are measured at fair value on a recurring basis, we are required by GAAP to measure certain assets and liabilities at fair value on a nonrecurring basis after initial recognition. Generally, assets, liabilities and reporting units are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. In connection with our impairment review of long-lived assets, we measure the fair value of our asset groups for those asset groups deemed not recoverable, based on Level 3 inputs consisting of the discounted future cash flows associated with the use and eventual disposition of the asset group.
Cost method investments are measured at fair value on a nonrecurring basis when deemed necessary, using observable inputs such as trading prices of the stock, as well as using discounted cash flows, incorporating adjusted available market discount rate information and our estimates for liquidity risk.
Note 7 - Accrued Liabilities
Accrued liabilities consisted of the following at March 31, 2016 and December 31, 2015:
 
March 31, 2016
 
December 31, 2015
Accrued payroll and employee benefits
$
2,392

 
$
5,839

Accrued insurance
6,000

 
5,896

Accrued legal and environmental costs
1,714

 
1,531

Accrued taxes
1,200

 
1,514

Accrued interest
18,365

 
8,516

Accrued operating costs
2,192

 
4,233

Accrued other
2,389

 
2,314

Total accrued liabilities
$
34,252

 
$
29,843


12


Note 8 - Debt
Debt consisted of the following at March 31, 2016 and December 31, 2015:
 
 
 
 
 
March 31, 2016
 
December 31, 2015
 
Interest Rate
 
Maturity Date
 
Unamortized Deferred Financing Costs (g)
 
Fair Value of Debt (f)
 
Carrying Value of Debt
 
Carrying Value of Debt
ABL Facility (a)
2.94%
 
Jan. 2018
 
$
2,109

 
$
62,273

 
$
62,273

 
$
101,832

2018 Notes (b)
9.875%
 
Apr. 2018
 
7,862

 
96,000

 
400,000

 
400,000

Vehicle financings (c)
1.52%
 
Various
 

 
11,114

 
11,114

 
12,303

Note payable (d)
4.25%
 
Apr. 2019
 

 
6,063

 
6,063

 
6,492

Total debt
 
 
 
 
$
9,971

 
$
175,450

 
479,450

 
520,627

Original issue discount (e)
 
 
 
 
 
 
 
 
(578
)
 
(639
)
Original issue premium (e)
 
 
 
 
 
 
 
 
169

 
187

Deferred financing costs presented with debt (g)
 
 
 
 
 
 
 
(7,862
)
 
(8,708
)
Total debt, net
 
 
 
 
 
 
 
 
471,179

 
511,467

Less: current portion (h)
 
 
 
 
 
 
 
 
(463,164
)
 
(499,709
)
Long-term portion of debt
 
 
 
 
 
 
 
 
$
8,015

 
$
11,758

_____________________
(a)
The interest rate presented represents the interest rate on the $100.0 million ABL Facility at March 31, 2016.
(b)
The interest rate presented represents the coupon rate on our outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “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)
Vehicle financings consist of capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 1.52% and which mature in varying installments between 2016 and 2020. Capital lease obligations were $11.1 million and $12.3 million, respectively, at March 31, 2016 and December 31, 2015, respectively.
(d)
During the three months ended June 30, 2015, we settled our $11.0 million financing obligation to acquire the remaining 49% interest in AWS from the non-controlling interest holder with a $4.0 million cash payment and a $7.4 million note payable with principal and interest due in equal quarterly installments through April 2019.
(e)
The issuance discount represents the unamortized difference between the $250.0 million aggregate principal amount of the 2018 Notes issued in April 2012 and the proceeds received upon issuance (excluding interest and fees). The issuance premium represents the unamortized difference between the proceeds received in connection with the November 2012 issuance of the 2018 Notes (excluding interest and fees) and the $150.0 million aggregate principal amount thereunder.
(f)
The estimated fair value of our 2018 Notes is based on quoted market prices as of March 31, 2016. Our ABL Facility and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.
(g)
As discussed previously in Note 1, upon retrospective adoption of ASU 2015-03, we have reclassified the deferred financing costs associated with the 2018 Notes to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability as of March 31, 2016 and December 31, 2015. In accordance with ASU 2015-15, the deferred financing costs related to the ABL Facility continue to be presented as an asset, and are included in "Other current assets" on the condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015.
(h)
As a result of the probability of breaching one of the financial covenants if we are not successful at restructuring our debt (see "Restructuring Support Agreement" later in this section), the carrying value of the ABL Facility and the 2018 Notes was reclassified to current liabilities in the consolidated balance sheet as of March 31, 2016 and December 31, 2015.

13


For a discussion of material changes and developments in our debt and its principal terms, see our discussion below regarding the "ABL Facility Amendments" and "Restructuring Support Agreement," in addition to the discussion in Note 17 on "Subsequent Events Related to Restructuring."
Indebtedness
We are highly leveraged and a substantial portion of our liquidity needs result from debt service requirements and from funding our costs of operations and capital expenditures, including acquisitions.
ABL Facility Amendments
On March 10, 2016, we entered into a Consent and Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth ABL Facility Amendment”) and a Third Amendment to Amended and Restated Guaranty and Security Agreement (the "Third GSA Amendment") by and among Wells Fargo Bank, National Association as agent ("Agent"), the Lenders named therein (the “Lenders”), and the Company. Under the Fifth ABL Facility Amendment, the Lenders consented to the inclusion of a “going concern” qualification in the opinion from our registered public accounting firm, which is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Under the Third GSA Amendment, we consented to and implemented a daily cash sweep of our collection lockbox and depository accounts, the proceeds of which are required to be applied against the outstanding balance of the ABL Facility. The Third GSA Amendment also requires the segregation of all receipts and disbursements in separate bank accounts and limits the end of day balance in our operating bank account to an amount not to exceed $1.0 million.
On March 24, 2016, in connection with the previously announced Restructuring Support Agreement to implement a proposed debt restructuring and recapitalization plan (the “Restructuring”), we entered into a Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth ABL Facility Amendment”) by and among the Agent, the Lenders and the Company. Among other terms and conditions, the Sixth ABL Facility Amendment amends the ABL Facility as follows:
Reduces the maximum revolver commitments from $125.0 million to $100.0 million;
Replaces the leverage ratio financial maintenance covenant with a new minimum EBITDA financial maintenance covenant that will be tested monthly;
Amends the definition of “EBITDA” for purposes of the financial maintenance covenant to provide allowances for certain unusual or non-recurring fees, costs and expenses, with testing monthly beginning in April 2016;
Amends the definition of “Borrowing Base” (i) to set the eligible equipment advance rates based on net book value at 60% and on Net Orderly Liquidation Value (as defined in the ABL Facility) at 80% and (ii) to cap Borrowing Base availability attributable to eligible equipment at 75%;
Increases the default rate upon the occurrence and continuation of an event of default from 2% to 4%;
Increases the applicable margin on LIBOR Rate and Base Rate Loans (each as defined in the ABL Facility) and the unused line fee;
Eliminates our ability to voluntarily reduce the commitments without termination of the ABL Facility;
Requires us to apply proceeds from the Restructuring transactions and related agreements to pay down the ABL Facility;
Amends the definition of “Permitted Disposition” to permit the sale of our equity investment in Underground Solutions, Inc., discussed further in Note 13, and to expand the permitted disposition general basket (which excludes the sale of machinery and equipment in the ordinary course of business) from $5.0 million to $7.5 million;
Applies a Permitted Disposition Reserve of 50% against our availability for net cash proceeds in excess of $7.5 million made on or after March 10, 2016 for sales specifically related to the Permitted Disposition general basket; and
Amends certain definitions in connection with the Restructuring transactions, including “Change of Control”, “Permitted Indebtedness”, and “Permitted Liens”.

In addition, we agreed to certain make-whole fees that would be payable to the Lenders upon early termination of the ABL Facility as a result of acceleration, bankruptcy or otherwise, unless amounts outstanding under the ABL Facility are paid in full. In connection with the Sixth ABL Facility Amendment we incurred amendment fees of approximately $0.6 million which were capitalized as deferred financing costs during the three months ended March 31, 2016. Further, we wrote off a portion of the unamortized deferred financing costs associated with our ABL Facility of approximately $0.4 million during the three months ended March 31, 2016.

14



See the "ABL Facility Amendments" discussion in Note 17 on "Subsequent Events Related to Restructuring" for details on the Seventh Amendment to Amended and Restated Credit Agreement (the "Seventh ABL Facility Amendment").

Financial Covenants and Borrowing Limitations
The ABL Facility, as amended, requires, and any future credit facilities will likely require, us to comply with specified financial ratios that may limit the amount we can borrow under our ABL Facility. A breach of any of the covenants under the indenture governing the 2018 Notes (the “Indenture”) or the ABL Facility, as applicable, could result in a default. Our ability to satisfy those covenants depends principally upon our ability to meet or exceed certain positive operating performance metrics including, but not limited to, earnings before interest, taxes, depreciation and amortization, or EBITDA, and ratios thereof, as well as certain balance sheet ratios. Any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.
The ABL Facility contains certain financial covenants, including a fixed charge coverage ratio and a minimum EBITDA covenant. The fixed charge coverage ratio, which only applies if excess availability under the ABL Facility falls below 12.5% of the maximum revolver amount, requires the ratio of adjusted EBITDA (as defined by the ABL Facility) less capital expenditures to fixed charges (as defined) to be at least 1.1 to 1.0. The fixed charge coverage ratio covenant could have the effect of limiting our availability under the ABL Facility, as additional borrowings would be prohibited if, after giving pro forma effect thereto, we would be in violation of such covenant. The minimum EBITDA covenant requires us to meet a stated year-to-date EBITDA target (as defined by the ABL Facility) beginning April 30, 2016 and continuing each month thereafter through December 31, 2016 at which time the target is reset. As of March 31, 2016, we remained in compliance with our debt covenants and availability was $26.3 million; however, our ratio of adjusted EBITDA to fixed charges was less than 1.1 to 1.0 (as calculated pursuant to the ABL Facility). As such, our net availability was reduced by 12.5% of the maximum revolver amount, or $12.5 million, resulting in approximately $13.8 million of net availability as of March 31, 2016. As of March 31, 2016 we were not required to meet a minimum EBITDA target. For the four months ending April 30, 2016 we are required to have minimum EBITDA of approximately $2.1 million.
During the three months ended March 31, 2016, the Agent for the ABL Facility commenced a borrowing base redetermination involving a valuation of the net orderly liquidation value of our eligible machinery and equipment by a third party specialist. As a result, the lenders applied an $18.0 million reserve against our availability based on the estimated decline to our borrowing base. Due to the application of this reserve against our availability and due to the implementation of the daily sweep of our lockbox and depository bank accounts, we made cumulative payments of $52.0 million during the three months ended March 31, 2016, offset by borrowings of $12.4 million, thus reducing the amount outstanding under the ABL Facility to $62.3 million as of March 31, 2016.
The ABL Facility's borrowing base limitations are based upon eligible accounts receivable and equipment. If the value of our eligible accounts receivable or equipment decreases for any reason, or if some portion of our accounts receivable or equipment is deemed ineligible under the terms of our ABL Facility, the amount we can borrow under the ABL Facility could be reduced. These limitations could have a material adverse impact on our liquidity and financial condition. In addition, the administrative agent for our ABL Facility has the periodic right to commission appraisals of the assets comprising our borrowing base, and we are obligated to reimburse the cost of up to four appraisals including one field examination, during any 12 consecutive months. If an appraisal results in a reduction of the borrowing base, we may be required to repay a portion of the amount outstanding under the ABL Facility in order to remain in compliance with applicable borrowing limitations. At March 31, 2016 we had $13.8 million of net availability under the ABL Facility. During the remainder of 2016, we expect further deterioration to our ABL borrowing base due to declining accounts receivable and downward pressure on the orderly liquidation values of our machinery and equipment. During the three months ended March 31, 2016, we made payments of $52.0 million against the outstanding balance of the ABL Facility a portion of which was made to cover the borrowing base deterioration. There can be no assurance that we will have sufficient cash on hand or other sources of liquidity to make any such future repayments if necessary.
The Indenture governing the 2018 Notes contains restrictive covenants on the incurrence of senior secured indebtedness. To the extent that the fixed charge coverage ratio (as defined in the Indenture) is below 2.0 to 1.0, the Indenture prohibits our incurrence of new senior secured indebtedness under the ABL Facility or any other secured credit facility, at that point in time, to the greater of $150.0 million and the amount of debt as restricted by the secured leverage ratio, which is the ratio of secured debt to EBITDA, of 2.0 to 1.0, as determined pursuant to the Indenture. The 2.0 to 1.0 fixed charge coverage ratio and secured leverage ratio are incurrence covenants, not maintenance covenants. The covenants do not require repayment of existing borrowings incurred previously in accordance with the covenants, but rather limits new borrowings during any such period. As a result of the Sixth ABL Facility Amendment, our ability to incur new borrowings under the ABL Facility is limited to a maximum of $100.0 million irrespective of the permitted availability of up to $150.0 million under the 2018 Notes.

15


See the "Exchange Offer" and "Term Loan" discussions in Note 17 on "Subsequent Events Related to Restructuring" for details on the exchange offer for the 2018 Notes, the consent related thereto, the 2021 Notes and the new term loan.
The covenants described above are subject to important exceptions and qualifications. The continued effect of low oil and natural gas prices will negatively impact our compliance with our covenants, and we cannot guarantee that we will satisfy those requirements. If we do not obtain a long term waiver for any breached covenants, such breach would result in a default under the Indenture, ABL Facility or other debt obligations, or any future credit facilities we may enter into, which could allow all amounts outstanding thereunder to be declared immediately due and payable, subject to the terms and conditions of the documents governing such indebtedness. If we were unable to repay the accelerated amounts, our secured lenders could proceed against the collateral granted to them to secure such indebtedness. This would likely in turn trigger cross acceleration and cross-default rights under any other credit facilities and indentures. If the amounts outstanding under the 2018 Notes or any other indebtedness outstanding at such time were to be accelerated or were the subject of foreclosure actions, we cannot guarantee that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders. We cannot guarantee that we will be granted waivers or amendments to the Indenture governing the 2018 Notes, the ABL Facility or such other debt obligations if for any reason we are unable to comply with our obligations thereunder. Any such limitations on borrowing under our ABL Facility could have a material adverse impact on our liquidity.
Restructuring Support Agreement

On March 11, 2016, we entered into a Restructuring Support Agreement with holders of more than 80% of the 2018 Notes relating to a restructuring transaction (the “Restructuring”), subject to the satisfaction of certain closing conditions including shareholder approval and minimum noteholder participation, pursuant to which, among other terms and conditions: (i) the exchange up to $368.6 million aggregate principal amount of the 2018 Notes for new second lien secured notes due 2021 (the “2021 Notes”), (ii) the exchange of approximately $31.4 million aggregate principal amount of the 2018 Notes for our common stock at a volume-weighted, market-average conversion price per share which were purchased on the open market during the year ended December 31, 2015 by an entity controlled by Mr. Mark D. Johnsrud, our Chief Executive Officer and Chairman of the board of directors, (iii) a new $24.0 million principal amount “last out” first lien term loan due 2018 (the “Term Loan”) which was funded by certain holders of the 2018 Notes with annual interest at 13% to be paid in-kind by increasing the principal amount payable thereunder and due at maturity, and (iv) the issuance of warrants to purchase up to 15% of our outstanding common stock, at an exercise price of $0.01 per share, to the lenders under the Term Loan and certain holders of the 2018 Notes that participated in the exchange offer. In addition, as part of the Restructuring, Mr. Johnsrud agreed to backstop a $5.0 million equity rights offering (the “Rights Offering”) that is expected to be completed in the second quarter of 2016. The net proceeds of the Term Loan and the Rights Offering are to be used to pay down a portion of the outstanding balance on the ABL Facility, which will be available for re-borrowing subject to any borrowing base limitations and compliance with other applicable terms and conditions under the ABL Facility.

Interest on the 2021 Notes will be payable semiannually on April 15 and October 15 of each year beginning on October 15, 2016, and will be paid in-kind by increasing the principal amount payable thereunder and due at maturity and/or in cash as follows: (i) interest payable on October 15, 2016 will be paid in-kind at a rate of 12.5% per annum, (ii) interest payable in 2017 will be paid 50% in-kind and 50% in cash at a rate of 10% per annum, (iii) interest payable on April 15, 2018 and thereafter will be paid in cash at a rate of 10% per annum until maturity. The liens securing the 2021 Notes will be contractually subordinated to the liens on such assets securing the ABL Facility and the Term Loan. Both the conversion of Mr. Johnsrud’s 2018 Notes to equity and the Rights Offering are subject to shareholder approval of amendments to our Amended and Restated Certificate of Incorporation, as amended ("Certificate of Incorporation"), to provide for the issuance of sufficient additional shares of common stock.

As described previously under "ABL Facility Amendments," on March 24, 2016 in connection with the Restructuring we entered into the Sixth ABL Facility Amendment. See Note 17 on "Subsequent Events Related to Restructuring" for a discussion of material changes and developments after March 31, 2016 with respect to the Restructuring.

The Restructuring and the transactions contemplated thereby are subject to additional terms and conditions. We provide no assurances that we will be able to successfully consummate the Restructuring or other alternatives to restructure our existing indebtedness, in which case we may need to restructure under the Bankruptcy Code.

Note 9 - 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 ("MidCon") 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,

16


primarily in the Eagle Ford shale basin. The total costs of the restructuring recognized in 2015 were approximately $7.1 million. There were no costs incurred during the three months ended March 31, 2016. We recorded $0.7 million during the three months ended March 31, 2015.
The charges are characterized as "Other, net" in the accompanying condensed consolidated statements of operations. Such costs consisted of the following:
 
Three Months Ended
 
Three Months Ended
 
March 31, 2016
 
March 31, 2015
Severance and termination benefits
$

 
$
240

Asset impairment charge

 

Contract termination costs and exit costs

 
443

Total restructuring and exit costs
$

 
$
683

For the three months ended March 31, 2015, approximately $0.6 million and $0.1 million of the total charge was recorded in the Southern and Northeast operating segments, respectively. The liability totaled approximately $0.2 million as of March 31, 2016 and is included as "Accrued liabilities" in the condensed consolidated balance sheets. A rollforward of the restructuring and exit cost accruals from December 31, 2015 through March 31, 2016 is as follows:
 
Employee Termination Costs (a)
 
Lease Exit Costs (b)
 
Other Exit Costs (c)
 
Total
Restructuring and exit costs accrued at December 31, 2015
$

 
$
180

 
$

 
$
180

Restructuring and exit-related costs

 

 

 

Cash payments

 
(12
)
 

 
(12
)
Restructuring and exit costs accrued at March 31, 2016
$

 
$
168

 
$

 
$
168

_____________________
(a)
Employee termination costs consist primarily of severance and related costs.
(b)
Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to us.
(c)
Other exit costs include costs related to the movement of vehicles and rental fleet in connection with the exit from certain shale areas.
Note 10 - Income Taxes
The following table shows the components of the income tax benefit for the periods indicated:
 
Three Months Ended
 
March 31,
 
2016
 
2015
Current income tax (expense) benefit
$
(30
)
 
$
25

Deferred income tax expense
(25
)
 
(1
)
Total income tax (expense) benefit
$
(55
)
 
$
24

The effective income tax expense rate for the three months ended March 31, 2016 was 0.2%, which differs from the federal statutory benefit rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses.
The effective income tax benefit rate for the three months ended March 31, 2015 was 0.2%, 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.

17


We have significant deferred tax assets, consisting primarily of net operating losses (“NOLs”), which have a limited life, generally expiring between the years 2029 and 2036 and capital losses, which have a five year carryforward expiring in 2020. We regularly assess the available positive and negative evidence 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 losses, at March 31, 2016 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. Accordingly, we expect our effective income tax rate to be near zero for 2016.

Note 11 - Share-based Compensation
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 three months ended March 31, 2016 and March 31, 2015 are presented in the table below:
 
 
Three Months Ended
 
 
March 31,
 
 
2016
 
2015
Stock option grants
 

 
703

Restricted stock grants
 

 

Restricted stock unit grants
 
1

 
151

    Total grants under the 2009 Plan
 
1

 
854

The total stock-based compensation cost included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations was as follows:
 
 
Three Months Ended
 
 
March 31,
 
 
2016
 
2015
Stock options
 
$
84

 
$
148

Restricted stock
 
85

 
101

Restricted stock units
 
199

 
540

     Total stock-based compensation expense
 
$
368

 
$
789

Note 12 - 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

18


connection with our compliance with applicable environmental laws and regulations. The condensed consolidated balance sheets at March 31, 2016 and December 31, 2015 included accruals totaling $0.5 million and $0.3 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.
Shareholder Litigation
2013 Class Action
In September 2013, two separate but substantially similar putative class action lawsuits were commenced in Federal court against us and certain of our current and former officers and directors alleging that we, along with the individual defendants, made certain material misstatements and/or omissions relating to our operations and financial condition which caused the price of our shares to fall. By order dated October 29, 2013, the two putative class actions were consolidated and a consolidated complaint was filed. Defendants filed a motion to dismiss these claims in May 2014, and such motion was granted by the Court on November 17, 2014, whereby the forgoing class action was dismissed without prejudice. Plaintiffs were permitted by the Court to file a motion to amend the complaint and did so on December 8, 2014. Defendants filed their opposition to plaintiffs' motion to amend the complaint on December 22, 2014. On March 12, 2015, the Court issued an order denying plaintiffs' motion to amend the complaint as to certain claims, but granting plaintiffs' motion as to other claims. Plaintiffs filed an amended complaint on March 19, 2015, and on March 23, 2015, we filed a motion to dismiss the amended complaint for failure to comply with the Court’s March 12, 2015 order. Both parties filed subsequent pleadings. On June 24, 2015, the Court granted our motion to dismiss plaintiffs' amended consolidated class action complaint and dismissed the case with prejudice. On July 24, 2015, plaintiffs filed a notice of appeal to the Ninth Circuit Court of Appeals. The appeal was voluntarily dismissed by plaintiffs on November 5, 2015, thereby concluding this litigation.
2013 Derivative Cases
In September and October 2013, three separate but substantially similar shareholder derivative lawsuits were commenced in Federal court against us and certain of our current and former officers and directors alleging that members of our board of directors failed to prevent the issuance of certain misstatements and omissions and asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Defendants filed a motion to dismiss these claims in February 2014. On September 15, 2014, the Court dismissed the consolidated cases following its dismissal of the consolidated complaint and plaintiffs' failure to amend. Also in October 2013, two identical shareholder derivative lawsuits were commenced in Arizona state court against us and certain of our current officers and directors alleging breach of fiduciary duty, waste of corporate assets and unjust enrichment. By order dated January 28, 2014, these two actions were consolidated, and defendants filed a motion to dismiss these claims in June 2014. On July 22, 2014, the parties filed a joint stipulation to dismiss these cases with prejudice, which was granted by the Court on August 1, 2014, and no settlement payment was made. In the first quarter of 2015, we received a written demand from one of the plaintiffs in the derivative lawsuits requesting that the board of directors commence an independent investigation of certain matters and take appropriate action to recover for us any damages to which we may be entitled as a result of alleged breaches of fiduciary duties by certain of our current and former officers and directors. The board appointed a special committee to conduct such an investigation, which it did with the assistance of independent professionals. The investigation concluded with a finding that there had been no actionable wrongdoing and a recommendation that the Company not act further with respect to the shareholder demand.

19


AWS Arbitration Demand
On April 28, 2015, the holder of the non-controlling interest 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 the non-controlling interest holder in June 2015 whereby we purchased the remaining interest in AWS for $4.0 million in cash and a $7.4 million note payable with principal and interest due in equal quarterly installments through April 2019. If we fail to meet the payment terms of this obligation, or if we become insolvent or declare bankruptcy, all remaining outstanding balances on the note payable would become immediately due and payable.  If such an acceleration were to occur, we would request a waiver from the non-controlling interest holder, but there can be no assurance that such waiver would be forthcoming or that we would have sufficient available liquidity to make any required repayment.
Note 13 - Related Party and Affiliated Company Transactions
Termination of Aircraft Lease Agreement
During the three months ended March 31, 2016, the aircraft lease agreement with an entity owned and controlled by Mark D. Johnsrud, our Chief Executive Officer and Chairman of our board of directors, was terminated. During the three months ended March 31, 2016, reimbursements payable to the entity in exchange for use of the aircraft, in the aggregate amount of $45 thousand, were paid in full. There were no remaining reimbursements payable to the entity as of March 31, 2016.
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 2015 Annual Report on Form 10-K.
Cost Method Investment - Underground Solutions, Inc.
On February 18, 2016, Aegion Corporation (or "Aegion") announced the completion of the acquisition of Underground Solutions, Inc. (or "UGSI"), an entity in which we held an approximate 7% equity interest, whereby Aegion paid approximately $85.0 million to acquire UGSI. Our total proceeds will be approximately $5.2 million. In April of 2016, we received proceeds of $5.0 million, with the remaining $0.2 million of proceeds held back and deposited in an escrow account. We will be entitled to these additional proceeds, subject to certain working capital adjustments and indemnity claims, over the course of the next 18 months. The net proceeds of $5.2 million exceeded our cost basis of approximately $3.2 million. As such, we will recognize a net gain on the sale of approximately $1.9 million, which includes approximately $0.1 million in costs incurred by us in the closing, during the three months ended June 30, 2016.
Note 14 - 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.
As discussed in Note 9, in March 2015, we initiated a plan to restructure our business in certain shale basins and reduce costs, including an exit from the Mississippian (or "MidCon") shale area. As a result, revenues for the MidCon shale area were included in the Southern division and costs associated with revenue generating activities of the MidCon shale area were included in the Southern division for the three months ended March 31, 2015. As a result of our restructuring in the MidCon, some remaining operating expenses for shut-down activities, as well as depreciation and amortization, were included in the Southern division during the three months March 31, 2016.

20


Financial information for our reportable segments related to continuing operations is presented below.
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate/ Other
 
Total
Three months ended March 31, 2016
 
 
 
 
 
 
 
 
 
Revenue
$
24,905

 
$
12,777

 
$
9,293

 
$

 
$
46,975

Direct operating expenses
19,558

 
11,568

 
7,491

 

 
38,617

General and administrative expenses
1,852

 
1,190

 
920

 
3,490

 
7,452

Depreciation and amortization
8,079

 
3,883

 
3,814

 
69

 
15,845

Operating loss
(4,584
)
 
(3,864
)
 
(2,932
)
 
(3,559
)
 
(14,939
)
Loss from continuing operations before income taxes
(4,652
)
 
(3,931
)
 
(2,926
)
 
(15,707
)
 
(27,216
)
 
 
 
 
 
 
 
 
 
 
As of March 31, 2016
 
 
 
 
 
 
 
 
 
Total assets (a)
246,530

 
72,916

 
123,028

 
17,639

 
460,113

 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2015
 
 
 
 
 
 
 
 
 
Revenue
69,410

 
27,313

 
22,389

 

 
119,112

Direct operating expenses
48,425

 
21,496

 
18,078

 

 
87,999

General and administrative expenses
2,056

 
1,904

 
2,078

 
6,662

 
12,700

Depreciation and amortization
8,737

 
3,927

 
4,648

 
170

 
17,482

Operating income (loss)
10,192

 
(98
)
 
(3,014
)
 
(6,832
)
 
248

Income (loss) from continuing operations before income taxes
10,097

 
13

 
(2,935
)
 
(19,194
)
 
(12,019
)
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015
 
 
 
 
 
 
 
 
 
Total assets (a)
263,871

 
76,472

 
128,482

 
53,794

 
522,619

_____________________
(a)    Total assets exclude intercompany receivables eliminated in consolidation.
Note 15 - Discontinued Operations
Our former industrial solutions operating and reportable segment, Thermo Fluids, Inc. ("TFI"), has been classified as discontinued operations since the sale process with various prospective acquirers began in fourth quarter of 2013. In February, 2015, we entered into a definitive agreement with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-Kleen agreed to acquire TFI for $85.0 million in an all-cash transaction, subject to working capital adjustments.
On April 11, 2015, we completed the TFI disposition with Safety-Kleen as contemplated by the previously disclosed purchase agreement. Pursuant to the purchase agreement, $4.3 million of the purchase price was deposited into an escrow account to satisfy our indemnification obligations under the purchase agreement and is captured as "Restricted cash" in our condensed consolidating balance sheet. Any remaining balance in the escrow account will be released to us 18 months following the closing date, unless both parties mutually agree to release the remaining balance prior to such date. Pursuant to the purchase agreement, the purchase price paid at closing was adjusted based upon an estimated working capital adjustment, which is subject to post-closing reconciliation, to reflect TFI’s actual working capital (calculated in accordance with the purchase agreement) on the closing date. After giving effect to the indemnity escrow, the estimated working capital adjustment and the payment of transaction fees and other expenses, the amount of net cash proceeds used to reduce the outstanding balance under the ABL Facility on the closing date was approximately $74.6 million. The post-closing working capital reconciliation is still in process and may result in an increase or decrease in our final net cash proceeds and the final loss on the sale of TFI.

We classified TFI as discontinued operations in our condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015.     We recorded income related to the sale of TFI of $0.1 million and $0.9 million as a component of "Income from discontinued operations, net of income taxes" in our consolidated statements of operations for the three months ended March 31, 2016 and 2015, respectively.
The following table provides selected financial information of discontinued operations related to TFI (and includes TFI's results through the sale on April 11, 2015):

21


 
Three Months Ended
 
March 31,
 
2016
 
2015
Revenue
$

 
$
17,497

 
 
 
 
Income from discontinued operations before income taxes
$

 
$
1,186

Income tax expense

 
(265
)
Income from discontinued operations - before sale
$

 
$
921

Income on sale of TFI
55

 

Income from discontinued operations
$
55

 
$
921

Note 16 - Subsidiary Guarantors
Our obligations under the 2018 Notes are jointly and severally, fully and unconditionally guaranteed by certain of our subsidiaries. Pursuant to the terms of the Indenture, 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 Indenture.
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.
See "Subsequent Events Related to Restructuring" in Note 17 for details on additional guaranty obligations for our subsidiaries.
The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly-owned subsidiaries (the “Guarantor Subsidiaries”) as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015. In June 2015, we purchased the remaining interest in AWS, previously a 51% owned non-guarantor subsidiary, and have recast the tables to reflect AWS as a part of the Guarantor Subsidiaries for the three months ended March 31, 2015. During the three months ended December 31, 2015, Nuverra Rocky Mountain Pipeline, LLC (or "RMP") was released from all obligations including as guarantor. 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.


22


CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2016
(Unaudited)

 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
808

 
$
(778
)
 
$

 
$
30

Restricted cash
4,250

 
200

 

 
4,450

Accounts receivable, net

 
30,857

 

 
30,857

Deferred income taxes

 

 

 

Other current assets
7,275

 
5,195

 

 
12,470

Total current assets
12,333

 
35,474

 

 
47,807

Property, plant and equipment, net
2,546

 
389,229

 


 
391,775

Equity investments
32,033

 
576

 
(28,864
)
 
3,745

Intangible assets, net

 
16,214

 

 
16,214

Other
405,619

 
80,677

 
(485,724
)
 
572

Total assets
$
452,531

 
$
522,170

 
$
(514,588
)
 
$
460,113

LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
 
 
 
 
Accounts payable
$
1,610

 
$
5,659

 
$

 
$
7,269

Accrued liabilities
23,048

 
11,204

 

 
34,252

Current portion of contingent consideration

 
8,500

 

 
8,500

Current portion of long-term debt
454,003

 
9,161

 

 
463,164

Total current liabilities
478,661

 
34,524

 

 
513,185

Deferred income taxes
(32,473
)
 
32,768

 

 
295

Long-term portion of debt

 
8,015

 

 
8,015

Other long-term liabilities
71,460

 
417,999

 
(485,724
)
 
3,735

Total shareholders' deficit
(65,117
)
 
28,864

 
(28,864
)
 
(65,117
)
Total liabilities and shareholders' deficit
$
452,531

 
$
522,170

 
$
(514,588
)
 
$
460,113


23


CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2015

 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
40,660

 
$
(1,351
)
 
$

 
$
39,309

Restricted cash
4,250

 

 

 
4,250

Accounts receivable, net

 
42,188

 

 
42,188

Other current assets
2,654

 
6,080

 

 
8,734

Total current assets
47,564

 
46,917

 

 
94,481

Property, plant and equipment, net
2,609

 
403,579

 

 
406,188

Equity investments
43,542

 
581

 
(40,373
)
 
3,750

Intangible assets, net

 
16,867

 

 
16,867

Other
404,620

 
72,137

 
(475,424
)
 
1,333

Total assets
$
498,335

 
$
540,081

 
$
(515,797
)
 
$
522,619

LIABILITIES AND SHAREHOLDERS' DEFICIT
 
 
 
 
 
 
 
Accounts payable
$
172

 
$
6,735

 
$

 
$
6,907

Accrued liabilities
13,824

 
16,019

 

 
29,843

Current portion of contingent consideration

 
8,628

 

 
8,628

Current portion of long-term debt
492,671

 
7,038

 

 
499,709

Total current liabilities
506,667

 
38,420

 

 
545,087

Deferred income taxes
(32,488
)
 
32,758

 

 
270

Long-term portion of debt

 
11,758

 

 
11,758

Other long-term liabilities
62,427

 
416,772

 
(475,424
)
 
3,775

Total shareholders' deficit
(38,271
)
 
40,373

 
(40,373
)
 
(38,271
)
Total liabilities and shareholders' deficit
$
498,335

 
$
540,081

 
$
(515,797
)
 
$
522,619


24


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2016
(Unaudited)
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
46,975

 
$

 
$
46,975

Costs and expenses:
 
 
 
 
 
 
 
Direct operating expenses

 
38,617

 

 
38,617

General and administrative expenses
3,490

 
3,962

 

 
7,452

Depreciation and amortization
69

 
15,776

 

 
15,845

Total costs and expenses
3,559

 
58,355

 

 
61,914

Operating loss
(3,559
)
 
(11,380
)
 

 
(14,939
)
Interest expense, net
(11,758
)
 
(287
)
 

 
(12,045
)
Other income, net

 
163

 

 
163

Loss from equity investments
(11,532
)
 
(5
)
 
11,532

 
(5
)
Loss on extinguishment of debt
(390
)
 

 

 
(390
)
Loss from continuing operations before income taxes
(27,239
)
 
(11,509
)
 
11,532

 
(27,216
)
Income tax expense
(32
)
 
(23
)
 

 
(55
)
Loss from continuing operations
(27,271
)
 
(11,532
)
 
11,532

 
(27,271
)
Income from discontinued operations, net of income taxes
55

 

 

 
55

Net loss attributable to common shareholders
$
(27,216
)
 
$
(11,532
)
 
$
11,532

 
$
(27,216
)



25


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2015
(Unaudited)
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Revenue
$

 
$
119,112

 
$

 
$
119,112

Costs and expenses:
 
 
 
 
 
 
 
Direct operating expenses

 
87,999

 

 
87,999

General and administrative expenses
6,662

 
6,038

 

 
12,700

Depreciation and amortization
170

 
17,312

 

 
17,482

Other, net

 
683

 

 
683

Total costs and expenses
6,832

 
112,032

 

 
118,864

Operating (loss) income
(6,832
)
 
7,080

 

 
248

Interest expense, net
(12,362
)
 
(226
)
 

 
(12,588
)
Other income, net

 
342

 

 
342

Income (loss) from equity investments
8,083

 
(21
)
 
(8,083
)
 
(21
)
(Loss) income from continuing operations before income taxes
(11,111
)
 
7,175

 
(8,083
)
 
(12,019
)
Income tax benefit (expense)
37

 
(13
)
 

 
24

(Loss) income from continuing operations
(11,074
)
 
7,162

 
(8,083
)
 
(11,995
)
Income from discontinued operations, net of income taxes

 
921

 

 
921

Net (loss) income attributable to common shareholders
$
(11,074
)
 
$
8,083

 
$
(8,083
)
 
$
(11,074
)






 




 


26


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2016
(Unaudited)

 
Parent
 
Guarantor Subsidiaries
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities from continuing operations
$
115

 
$
2,450

 
$
2,565

Net cash used in operating activities from discontinued operations

 

 

Net cash provided by operating activities
115

 
2,450

 
2,565

Cash flows from investing activities:
 
 
 
 
 
Proceeds from the sale of property and equipment
25

 
1,424

 
1,449

Purchase of property, plant and equipment

 
(1,421
)
 
(1,421
)
Increase in restricted cash

 
(200
)
 
(200
)
Net cash provided by (used in) investing activities from continuing operations
25

 
(197
)
 
(172
)
Net cash used in investing activities from discontinued operations

 

 

Net cash provided by (used in) investing activities
25

 
(197
)
 
(172
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from revolving credit facility
12,409

 

 
12,409

Payments on revolving credit facility
(51,968
)
 

 
(51,968
)
Payments for deferred financing costs
(426
)
 

 
(426
)
Payments on vehicle financing and other financing activities
(7
)
 
(1,680
)
 
(1,687
)
Net cash used in financing activities from continuing operations
(39,992
)
 
(1,680
)
 
(41,672
)
Net cash used in financing activities from discontinued operations

 

 

Net cash used in financing activities
(39,992
)
 
(1,680
)
 
(41,672
)
Net (decrease) increase in cash
(39,852
)
 
573

 
(39,279
)
Cash and cash equivalents - beginning of period
40,660

 
(1,351
)
 
39,309

Cash and cash equivalents - end of period
808

 
(778
)
 
30

Less: cash and cash equivalents of discontinued operations - end of period

 

 

Cash and cash equivalents of continuing operations - end of period
$
808

 
$
(778
)
 
$
30


27


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2015
(Unaudited)

 
Parent
 
Guarantor Subsidiaries
 
Consolidated
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities from continuing operations
$
27,658

 
$
7,092

 
$
34,750

Net cash provided by operating activities from discontinued operations

 
867

 
867

Net cash provided by operating activities
27,658

 
7,959

 
35,617

Cash flows from investing activities:
 
 
 
 
 
Proceeds from the sale of property and equipment
255

 
1,713

 
1,968

Purchase of property, plant and equipment

 
(6,163
)
 
(6,163
)
Net cash provided by (used in) investing activities from continuing operations
255

 
(4,450
)
 
(4,195
)
Net cash used in investing activities from discontinued operations

 
(161
)
 
(161
)
Net cash provided by (used in) investing activities
255

 
(4,611
)
 
(4,356
)
Cash flows from financing activities:
 
 
 
 


Payments on revolving credit facility
(7,000
)
 

 
(7,000
)
Payments on vehicle financing and other financing activities
(75
)
 
(1,361
)
 
(1,436
)
Net cash used in financing activities from continuing operations
(7,075
)
 
(1,361
)
 
(8,436
)
Net cash provided by financing activities from discontinued operations

 
38

 
38

Net cash used in financing activities
(7,075
)
 
(1,323
)
 
(8,398
)
Net increase in cash
20,838

 
2,025

 
22,863

Cash and cash equivalents - beginning of period
13,801

 
1,615

 
15,416

Cash and cash equivalents - end of period
34,639

 
3,640

 
38,279

Less: cash and cash equivalents of discontinued operations - end of period


 
(2,793
)
 
(2,793
)
Cash and cash equivalents of continuing operations - end of period
$
34,639

 
$
847

 
$
35,486









28


Note 17 - Subsequent Events Related to Restructuring
On April 15, 2016, we closed (i) our exchange offer (the “Exchange Offer”) relating to our 2018 Notes, (ii) a new $24.0 million principal amount first-lien term loan due 2018 (the “Term Loan”) and (iii) related transactions as part of a comprehensive restructuring of our outstanding indebtedness pursuant to the Restructuring Support Agreement.

Exchange Offer

Pursuant to the Exchange Offer, we offered to exchange our new Second-Lien Notes Due 2021 (the “2021 Notes”) and shares of our common stock at a conversion price per share of $0.32 (the “Conversion Price”) for any and all of our 2018 Notes validly tendered and not properly withdrawn at or prior to the expiration date, with the exception of approximately $31.4 million in principal 2018 Notes owned by an entity controlled by Mark D. Johnsrud, our Chairman of the Board and Chief Executive Officer. We settled the Exchange Offer on April 15, 2016 by delivering to tendering holders of the 2018 Notes (i) $327.2 million in aggregate principal amount of the new 2021 Notes to those tendering holders electing to exchange for 2021 Notes and $0.9 million in shares of common stock converted at the Conversion Price to those tendering holders electing to exchange for common stock and (ii) a pro rata share (based on the aggregate principal amount of the 2018 Notes validly tendered) of penny warrants sufficient to purchase 10% of shares of our common stock (the "Exchange Warrants"). In addition, the 2018 Notes held by an entity controlled by Mr. Johnsrud were cancelled and will be converted to shares of our common stock at the Conversion Price upon shareholder approval of an increase in the number of shares of our common stock authorized to be issued by the Company (the "Johnsrud Note Conversion").

In connection with the issuance of the new 2021 Notes, we entered into a new Indenture that governs the terms of the new 2021 Notes, dated as of April 15, 2016, between the Company, Wilmington Savings Fund Society, FSB, as Trustee, and the Guarantors party thereto. Pursuant to the new Indenture, the 2021 Notes will mature on April 15, 2021. Interest will be 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. As a result, our annual cash interest payment obligations have been reduced by approximately $17.8 million for the remainder of 2016, $17.9 million for 2017 and $8.6 million through April 15, 2018. The 2021 Notes are secured by junior liens on the same collateral as our ABL Facility and rank equal in right of payment to all senior indebtedness and senior to all subordinated indebtedness of the Company. The 2021 Notes are guaranteed by our subsidiaries.

Upon settlement of the Exchange Offer, there remained outstanding approximately $40.4 million aggregate principal amount of 2018 Notes. Ongoing semi-annual interest expense with respect to the remaining 2018 Notes is approximately $2.0 million. In addition, based on the completion of the Exchange Offer, consents from each exchanging holder of the 2018 Notes for the waiver of certain provisions of the 2018 Notes Indenture became effective. The consents, among other things, waive substantially all of the restrictive covenants in the 2018 Notes Indenture and potential defaults arising from non-compliance with such waived covenants.

Term Loan

Concurrent to the Exchange Offer we entered into the Term Loan funded by certain holders of the 2018 Notes that were also parties to the Restructuring Support Agreement. The Term Loan accrues interest at a rate of 13% per annum to be paid in kind by increasing the principal amount payable thereunder. Principal including the paid in kind interest is due April 15, 2018. The Term Loan is subject to a minimum EBITDA covenant that is identical in all respects to the minimum EBITDA covenant applicable to the ABL Facility. To the extent actual EBITDA (as defined by the Term Loan) falls short of the minimum EBITDA targets, the Term Loan accrues interest at rate of 17%. The Term Loan is secured by junior liens on the same collateral as our ABL Facility and guaranteed by our subsidiaries. In connection with the Term Loan, we entered into a warrant agreement with the lenders under the Term Loan, pursuant to which, as a commitment fee for entering into the Term Loan, the lenders received warrants to purchase up to 5% of our then-outstanding stock at an exercise price of $0.01 per share (the "Term Loan Warrants"). The Exchange Warrants and the Term Loan Warrants (collectively, the "Warrants") contain anti-dilution provisions which adjust the number of shares issuable upon exercise thereof in certain circumstances, including adjustments intended to preserve the proportion of outstanding common stock into which such Warrants are exercisable after giving effect to the Johnsrud Note Conversion and the Rights Offering described below.


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Proceeds from the Term Loan were applied to pay down a portion of the outstanding balance of the ABL Facility and were reborrowed by the Company to fund the scheduled interest payment on the 2018 Notes and pay related transaction fees and expenses.

ABL Facility Amendments

On April 15, 2016, we also entered into a Seventh Amendment to Amended and Restated Credit Agreement, dated April 15, 2016 (the “Seventh ABL Facility Amendment”), by and among the Agent, the Lenders and the Company to make conforming amendments in connection with the restructuring transactions. Among other terms and conditions, the Seventh Amendment amends the ABL Facility to: (i) require that the we apply excess proceeds from asset sales to pay down the ABL Facility; (ii) prohibit us from optionally prepaying or acquiring other indebtedness, making any payment on subordinated indebtedness, or amending certain agreements and documents; and (iii) amend certain definitions in the ABL Facility.

Rights Offering

As part of the debt restructuring plan, we will also pursue an equity rights offering (the “Rights Offering”), in which all holders of our common stock will be granted the right to participate. Each shareholder who participates in the Rights Offering will have the right to subscribe for a pro rata share of $5.0 million of common stock exercisable at a 20% discount to the Conversion Price. We expect to complete the Rights Offering in the second quarter of 2016, subject to shareholder approval of an amendment to our Certificate of Incorporation to provide for the issuance of sufficient additional shares of common stock. We expect to hold a Special Meeting of Shareholders in the second quarter of 2016 to approve the amendment to our Certificate of Incorporation. Additionally, Mr. Johnsrud has agreed to backstop the proposed Rights Offering by committing to purchase rights that are not exercised by other shareholders in order to ensure that the Company receives the additional liquidity. On April 15, 2016, the Company and Mr. Johnsrud entered into an Escrow Agreement, pursuant to which Mr. Johnsrud deposited $5.0 million for the purpose of securing Mr. Johnsrud’s backstop obligations under the Rights Offering. Upon consummation of the Johnsrud Note Conversion and the Rights Offering and after giving effect to the other components of the debt restructuring plan (including adjustment to the number of shares issuable upon exercise of the Warrants), we expect to have approximately 176 million shares of outstanding common stock on a fully-diluted basis, excluding shares issuable in connection with the management incentive plan contemplated by the Restructuring Support Agreement.
Net proceeds from the Rights Offering will be used to pay down the ABL Facility, which will then be available for further drawdowns, subject to any borrowing base limitations and compliance with other applicable terms and conditions under the ABL Facility.

The Restructuring and the transactions contemplated thereby are subject to additional terms and conditions. We provide no assurances that we will be able to successfully consummate the Restructuring or other alternatives to restructure our existing indebtedness, in which case we may need to restructure under the Bankruptcy Code.

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note about Forward-Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and related notes thereto. See “Forward-Looking Statements” on page 3 of this Quarterly Report and “Risk Factors” included herein on page 42 and in our filings with the SEC for a description of important factors that could cause actual results to differ from expected results.
Company Overview
Nuverra Environmental Solutions, Inc. (“Nuverra,” the “Company,” “we,” “us,” or “our”) is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. Nuverra’s strategy is to provide one-stop, total environmental solutions, including delivery, collection, treatment, recycling, and disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and ongoing production of shale oil and natural gas.

We operate in shale basins where customer exploration and production (“E&P”) activities are predominantly focused on shale oil and natural gas as follows:

• Oil shale areas: includes our operations in the Bakken, Eagle Ford and Permian Basin Shale areas.

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• Natural gas shale areas: includes our operations in the Marcellus, Utica and Haynesville Shale areas.

Nuverra supports its customers’ demand for diverse, comprehensive and regulatory compliant environmental solutions required for the safe and efficient drilling, completion and production of oil and natural gas from shale formations. Current services, as well as prospective services in which Nuverra has made investments, include (i) fluid logistics via water procurement, delivery, collection, storage, treatment, recycling and disposal, (ii) solid drilling waste collection, treatment, recycling and disposal, (iii) permanent and portable pipeline facilities, water infrastructure services and equipment rental services, and (iv) other ancillary services for E&P companies focused on the extraction of oil and natural gas resources.

To meet our customers’ environmental needs, Nuverra utilizes a broad array of assets to provide comprehensive environmental solutions. Our logistics assets include trucks and trailers, temporary and permanent pipelines, temporary and permanent storage facilities, ancillary rental equipment, treatment facilities, and liquid and solid waste disposal sites. We continue to expand our suite of solutions to customers who demand environmental compliance and accountability from their service providers.

As a result of our historical acquisition activity to expand our presence in existing shale basins, access new markets and to expand the breadth and scope of services we provide, we have accumulated a large level of indebtedness. Due to the continued decline in oil and natural gas prices, and the resulting decrease in drilling and completion activities, there is less demand for our services. The decrease in demand for our services, which we expect to continue throughout 2016, impacts our overall liquidity and our ability to generate sufficient cash to meet our debt obligations and operating needs. Additionally, if the decrease in demand for our services continues for a prolonged period of time, or if we make downward adjustments to our projections, our actual cash flows could be less than our estimated cash flows, which could result in future impairment charges for long-lived assets.

In response to our financial results and concerns about long-term liquidity, we reviewed various options to restructure our balance sheet to improve our overall capital structure. As a result, our Board, with assistance from our advisors, developed a comprehensive plan to restructure our indebtedness, intended to improve liquidity, defer cash interest expense, and preserve value for holders of our common stock. See Note 8 and Note 17 of the Notes to the Condensed Consolidated Financial Statements for a further discussion of our restructuring transactions.

Trends Affecting Our Operating Results
Our results are driven by demand for our services, which are in turn affected by E&P spending trends in the shale areas in which we operate, in particular the level of drilling activity (which impacts the amount of environmental waste products being managed) and active wells (which impacts the amount of produced water being managed). In general, drilling activity in the oil and natural gas industry is affected by the market prices (or anticipated prices) for those commodities. Persistent low natural gas prices over the past several years have resulted in dramatically reduced drilling activity in “dry” gas shale areas such as the Haynesville and Marcellus Shale areas where natural gas is the predominant natural resource. In addition, the low natural gas prices have in the past caused many natural gas producers to curtail capital budgets and these cuts in spending curtailed drilling programs, as well as discretionary spending on well services in certain shale areas, and accordingly reduced demand for our services in these areas. Drilling and completion activities in the oil and "wet" gas basins such as the Eagle Ford, Permian Basin, Utica and Bakken shale areas experienced a dramatic decline in oil prices that began in the fourth quarter of 2014, which substantially reduced drilling and completion activity in these areas. Accordingly, our customer base reduced their capital programs and drilling and completion activity levels in 2015. We continued to see decreased activity levels in the three months ended March 31, 2016, and anticipate that the decrease in demand for our services will continue throughout the remainder of 2016.

Our results are also driven by a number of other factors, including (i) our available inventory of equipment, which we have built through acquisitions and capital expenditures over the past several years, (ii) transportation costs, which are affected by fuel costs, (iii) utilization rates for our equipment, which are also affected by the level of our customers’ drilling and production activities and competition, and our ability to relocate our equipment to areas in which oil and natural gas exploration and production activities are growing, (iv) the availability of qualified drivers (or alternatively, subcontractors) in the areas in which we operate, particularly in the Bakken and Marcellus/Utica Shale areas, (v) labor costs, which have been generally increasing through the periods discussed due to tight labor market conditions and increased government regulation, including the Affordable Care Act, (vi) developments in governmental regulations, (vii) seasonality and weather events and (viii) our health, safety and environmental performance record.

The following table summarizes our total revenues, loss from continuing operations before income taxes, loss from continuing operations and EBITDA (defined below) for the three months ended March 31, 2016 and 2015 (in thousands):

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Three Months Ended
 
March 31,
 
2016
 
2015
Revenue - from predominantly oil shale areas (a)
$
28,469

 
$
87,437

Revenue - from predominantly gas shale areas (b)
18,506

 
31,675

Total revenue
$
46,975

 
$
119,112

 
 
 
 
Loss from continuing operations before income taxes
$
(27,216
)
 
$
(12,019
)
Loss from continuing operations
(27,271
)
 
(11,995
)
EBITDA (c, d)
674

 
18,051

_________________________
(a)
Represents revenues that are derived from predominantly oil-rich areas consisting of the Bakken, Eagle Ford and Permian Basin Shale areas. Note that the Utica Shale area was previously included in the oil shale areas until the three months ended September 30, 2015 when it was reclassified as a gas shale area.
(b)
Represents revenues that are derived from predominantly gas-rich areas consisting of the Marcellus, Utica and Haynesville Shale areas. Note that the Utica Shale area was previously included in the oil shale areas until the three months ended September 30, 2015 when it was reclassified as a gas shale area.
(c)
Defined as consolidated net income (loss) from continuing operations before net interest expense, income taxes and depreciation and amortization. EBITDA is not a recognized measure under generally accepted accounting principles in the United States (or “GAAP”). See the reconciliation between loss from continuing operations and EBITDA under “Liquidity and Capital Resources—EBITDA”.
(d)
The Company's debt covenants referred to in Note 8 of the Notes to the Condensed Consolidated Financial Statements are based on EBITDA adjusted for certain items as defined.
The results reported in the accompanying condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our 2015 Annual Report on Form 10-K.
For trends affecting our business and the markets in which we operate see “Trends Affecting Our Operating Results” in the preceding paragraphs, “Risk Factors — Risks Related to Our Company” in Part I, Item 1A of our 2015 Annual Report on Form 10-K, and the Risk Factors identified on page 42 herein.

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Results of Operations
Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015
The following table sets forth for each of the periods indicated our statements of operations data and expresses revenue and expense data as a percentage of total revenues for the periods presented (dollars in thousands):  
 
Three Months Ended
 
Percent of Revenue
 
 
 
 
 
March 31,
 
March 31,
 
Increase (Decrease)
 
2016
 
2015
 
2016
 
2015
 
2016 vs 2015
Non-rental revenue
$
44,026

 
$
107,010

 
93.7
 %
 
89.8
 %
 
$
(62,984
)
 
(58.9
)%
Rental revenue
2,949

 
12,102

 
6.3
 %
 
10.2
 %
 
(9,153
)
 
(75.6
)%
Total revenue
46,975

 
119,112

 
100.0
 %
 
100.0
 %
 
(72,137
)
 
(60.6