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8-K - 8-K - Seventy Seven Energy Inc.a20160930sseearningsrelease.htm

Exhibit 99.1
ssea01a02a05.jpg
FOR IMMEDIATE RELEASE
NOVEMBER 9, 2016

Seventy Seven Energy Inc. Announces
Third Quarter 2016 Operational and Financial Results


OKLAHOMA CITY, OKLAHOMA, November 9, 2016 - Seventy Seven Energy Inc. (“SSE”) today reported financial and operational results for the one month ended July 31, 2016 for its Predecessor and the two months ended September 30, 2016 for its Successor. Upon emergence from Chapter 11 bankruptcy on August 1, 2016, SSE adopted fresh-start accounting, which resulted in the Company becoming a new entity for financial reporting purposes. References to “Successor” relate to the financial position and the results of operations of the reorganized SSE as of and subsequent to August 1, 2016. References to “Predecessor” refer to the financial position of SSE prior to August 1, 2016 and the results of operations through July 31, 2016. As a result of the application of fresh-start accounting and the effects of the implementation of the plan of reorganization, the financial statements on or after August 1, 2016 are not comparable with the financial statements prior to that date. Key information related to SSE for the one month ended July 31, 2016 and two months ended September 30, 2016 is as follows:

Emerged from bankruptcy on August 1, 2016, which reduced debt by $1.115 billion
Net Loss of $36.5 million and $11.6 million for the two months ended September 30, 2016 and the one month ended July 31, 2016, respectively
Consolidated Adjusted EBITDA of $8.5 million and $3.0 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively
29 rigs currently operating; 22 additional rigs under contract
Active rig count has more than doubled during the past six months

For the two months ended September 30, 2016 and one month ended July 31, 2016, SSE reported total revenues of $79.7 million and $40.4 million, respectively, a 13% decrease compared to revenues of $138.1 million for the three months ended June 30, 2016, and a 44% decrease compared to revenues of $213.5 million for the three months ended September 30, 2015.

Net loss for the two months ended September 30, 2016 and one month ended July 31, 2016 was $36.5 million and $11.6 million, or $1.66 and $0.21 per fully diluted share, respectively, compared to a net loss for the three months ended June 30, 2016 of $84.5 million, or $1.53 per fully diluted share, and a net loss of $48.5 million, or $0.95 per fully diluted share, for the three months ended September 30, 2015. SSE’s adjusted EBITDA was $8.5 million and $3.0 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to adjusted EBITDA of $31.5 million for the three months ended June 30, 2016 and adjusted EBITDA of $41.1 million for the three months ended September 30, 2015.

Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of this measure to comparable financial measures calculated in accordance with generally accepted accounting principles (“GAAP”) is provided on pages 11 - 15 of this release.

“Having completed the restructuring process in the quarter, we are now focused completely on maximizing our strong asset base and operational expertise to grow our business as the industry seems to enter the start of a recovery period,” Chief Executive Office Jerry Winchester said. “As our numbers demonstrate, the drilling rig market is indeed improving but low pricing for hydraulic fracturing remains challenging.”

“The loss in the quarter that we experienced in pressure pumping can be attributed to an ongoing competitive pricing environment, our commitment to maintaining service quality and the strategic decision to invest in a new large, long-term customer. That said, while I am always hesitant to call the bottom of a cycle, our increased rig activity and recent pricing and utilization gains in hydraulic fracturing indicate that an upturn in market conditions is approaching.”


1


Drilling

SSE’s drilling segment contributed revenues of $43.0 million and $20.1 million and adjusted EBITDA of $24.6 million and $12.9 million during the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to revenues of $62.8 million and adjusted EBITDA of $40.6 million for the three months ended June 30, 2016 and revenues of $80.3 million and adjusted EBITDA of $41.6 million for the three months ended September 30, 2015. The $0.3 million increase in revenues for the two months ended September 30, 2016 and one month ended July 31, 2016 compared to the three months ended June 30, 2016 was primarily due to a 39% increase in revenue days (which is the aggregate number of days each active rig generated revenue) mostly offset by a decrease in idle-but-contracted payments of $9.6 million.

Revenues from non-CHK customers as a percentage of total segment revenues increased from 37% for the three months ended June 30, 2016, to 41% and 39% for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively. As of September 30, 2016, approximately 75% of SSE’s active rigs were contracted by non-CHK customers and SSE had a total drilling revenue backlog of $206.1 million.

As a percentage of drilling revenues, drilling operating costs were 44% and 37% during the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to 37% for the three months ended June 30, 2016 and 52% for the three months ended September 30, 2015. Operating costs were $18.8 million and $7.4 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $23.0 million for the three months ended June 30, 2016 and $41.4 million for the three months ended September 30, 2015. Average operating costs per revenue day for the two months ended September 30, 2016 and one month ended July 31, 2016 decreased 18% from the three months ended June 30, 2016, primarily due to a decrease in fixed labor-related costs.

As of September 30, 2016, the Company’s marketed fleet consisted of 90 rigs, 72 of which are multi-well pad capable.

Hydraulic Fracturing

SSE’s hydraulic fracturing segment contributed revenues of $30.5 million and $17.5 million and adjusted EBITDA of ($8.0) million and ($6.1) million during the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to revenues of $66.9 million and adjusted EBITDA of $2.8 million for the three months ended June 30, 2016 and revenues of $118.1 million and adjusted EBITDA of $15.0 million for the three months ended September 30, 2015. The decrease in revenues from the three months ended June 30, 2016 compared to the two months ended September 30, 2016 and one month ended July 31, 2016 was primarily due to a 29% decrease in revenue per stage as a result of significant reductions in pricing in order to maintain healthy long-term customer relationships and to continue to diversify our business. Revenues from non-CHK customers as a percentage of total segment revenues increased from 21% in the three months ended June 30, 2016 to 52% and 49% in the two months ended September 30, 2016 and one month ended July 31, 2016, respectively. As of September 30, 2016, SSE’s hydraulic fracturing revenue backlog was $67.4 million with an average duration of 9 months.

As a percentage of hydraulic fracturing revenues, hydraulic fracturing operating costs were 127% and 135% for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to 96% for the three months ended June 30, 2016 and 88% for the three months ended September 30, 2015. Average operating costs per stage for the two months ended September 30, 2016 and one month ended July 31, 2016 decreased 5% from the three months ended June 30, 2016 primarily due to a decrease in product costs.

As of September 30, 2016, SSE owned 13 hydraulic fracturing fleets with an aggregate of 500,000 horsepower operating in the Anadarko Basin and the Eagle Ford and Utica Shales.

Oilfield Rentals

SSE’s oilfield rentals segment contributed revenues of $6.1 million and $2.9 million and adjusted EBITDA of $0.6 million and $0.2 million during the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to revenues of $8.4 million and adjusted EBITDA of $0.1 million for the three months ended June 30, 2016 and revenues of $15.0 million and adjusted EBITDA of $1.5 million for the three months ended September 30, 2015. Revenues from non-CHK customers as a percentage of total segment revenues increased from 48% in the three months ended June 30, 2016 to 62% and 57% in the two months ended September 30, 2016 and one month ended July 31, 2016, respectively.

As a percentage of oilfield rental revenues, operating costs were 93% and 94% for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to 100% for the three months ended June 30, 2016 and 93% for the

2


three months ended September 30, 2015. The decrease in operating costs as a percentage of revenues was due to declines in labor-related costs and sub-contracting services in the two months ended September 30, 2016 and one month ended July 31, 2016 compared to the three months ended June 30, 2016. Operating costs were $5.7 million and $2.7 million during the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $8.4 million for the three months ended June 30, 2016 and $14.0 million for the three months ended September 30, 2015.

Former Oilfield Trucking

During the second quarter of 2015, SSE sold its drilling rig and logistics business and water hauling assets. As of June 30, 2015, there were no remaining assets or operations in the oilfield trucking segment, although we do have ongoing liabilities, primarily related to insurance claims, whose income statement impact is charged to general and administrative expense.

Reorganization Items

Reorganization items totaled $16.5 million for the one month ended July 31, 2016, consisting of a $632.1 million non-cash gain on liabilities subject to compromise, a $596.0 million non-cash loss on fresh-start fair value adjustments, a $25.1 million non-cash charge related to stock-based compensation accelerations and a $6.8 million non-cash expense for the fair value of the warrants issued to Predecessor stockholders. Additionally, professional fees and debt issuance write-off costs totaled $19.8 million and $0.8 million, respectively, for the one month ended July 31, 2016. The Company incurred professional fees of $0.2 million for the two months ended September 30, 2016.

Costs incurred associated with our reorganization activities consisted of the following:
 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
Reorganization Items:
 
 
 
(In thousands)
 
 
 
Net gain on settlement of liabilities subject to compromise
$

 
 
$
(632,059
)
 
$

 
$

 
 
$
(632,059
)
Net loss on fresh-start adjustments

 
 
596,044

 

 

 
 
596,044

Stock-based compensation acceleration expense

 
 
25,086

 

 

 
 
25,086

Professional fees
246

 
 
19,823

 
405

 
246

 
 
20,228

Write-off of debt issuance costs

 
 
774

 
12,544

 

 
 
13,318

Fair value of warrants issued to Predecessor stockholders

 
 
6,797

 

 

 
 
6,797

DIP credit agreement

 
 

 
478

 

 
 
478

Total Reorganization Items, net
$
246

 
 
$
16,465

 
$
13,427

 
$
246

 
 
$
29,892

 
 
 
 
 
 
 
 
 
 
 
 
Professional Fees Related to the Reorganization:
 
 
 
 
 
 
 
 
 
 
 
Costs incurred prior to bankruptcy petition (general and administrative expense)

 
 
(1,334
)
 
21,105

 

 
 
22,009

Costs incurred post bankruptcy petition (reorganization items)
246

 
 
19,823

 
405

 
246

 
 
20,228

Total professional fees related to reorganization
$
246

 
 
$
18,489

 
$
21,510

 
$
246

 
 
$
42,237




3


General and Administrative Expenses

General and administrative expenses were $16.6 million and $4.7 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $39.7 million for the three months ended June 30, 2016 and $26.7 million for the three months ended September 30, 2015. General and administrative expenses for corporate functions settled in cash were $8.4 million and $4.0 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $11.8 million for the three months ended June 30, 2016 and $15.5 million for the three months ended September 30, 2015. The decrease compared to the third quarter of 2015 was primarily due to declines in consulting fees.

SSE incurred restructuring charges of $0.3 million and ($0.4) million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $23.5 million for the three months ended June 30, 2016, respectively. Additionally, general and administrative expenses include non-cash compensation of $7.6 million and $1.0 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $4.1 million and $8.3 million for the three months ended June 30, 2016 and three months ended September 30, 2015, respectively, and severance-related costs of $0.3 million and a nominal amount for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, compared to $0.3 million and $1.5 million for three months ended June 30, 2016 and three months ended September 30, 2015, respectively. Below is a breakout of general and administrative expenses incurred in the two months ended September 30, 2016, one month ended July 31, 2016, three months ended June 30, 2016 and three months ended September 30, 2015.
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
 
 
 
(In thousands)
 
 
G&A expenses settled in cash
$
8,428

 
 
$
4,036

 
$
15,504

 
$
11,760

Restructuring charges
315

 
 
(376
)
 
1,355

 
23,535

Non-cash compensation expenses
7,552

 
 
1,011

 
8,333

 
4,135

Severance-related costs
306

 
 
17

 
1,517

 
287

Total General and Administrative Expenses
$
16,601

 
 
$
4,688

 
$
26,709

 
$
39,717


Liquidity

As of September 30, 2016, SSE had cash of $23.0 million and working capital of $88.9 million. As of November 4, 2016, SSE had cash of $43.8 million and the Company’s revolving credit facility remained undrawn. As of September 30, 2016, SSE had $2.6 million of purchase commitments related to future capital expenditures that the Company expects to incur during the last quarter of 2016.

Capital expenditures totaled $6.1 million and $6.7 million for the two months ended September 30, 2016 and one month ended July 31, 2016, respectively, which primarily consisted of investments in new PeakeRigs™. For the two months ended September 30, 2016 and seven months ended July 31, 2016, capital expenditures totaled $6.1 million and $82.8 million, respectively.

Conference Call Information

SSE does not plan to host an earnings conference call to discuss 2016 operational and financial results for the third quarter. However, the Company plans to post an updated investor presentation and a pre-recorded message from the CEO in the “investors” section of its website www.77nrg.com.

About Seventy Seven Energy Inc.

Headquartered in Oklahoma City, SSE provides a wide range of wellsite services and equipment to U.S. land-based exploration and production customers. SSE’s services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. For additional information about SSE, please visit our website at www.77nrg.com, where we routinely post announcements, updates, events, investor information and presentations and recent news releases.

4



Forward-Looking Statements and Cautionary Statements

This news release (and any oral statements made regarding the subjects of this release, including on the conference call announced herein) contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “plan,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions, and the negative thereof, are intended to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements, estimates and projections regarding the Plan of Reorganization and related matters, as well as, the Company's business outlook and plans, future financial position and flexibility, capital structure, liquidity and capital resources, acquisitions, returns, capital expenditure budgets and other guidance regarding future developments. Forward-looking statements are not assurances of future performance. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for its existing operations, experience, and perception of historical trends, current conditions, anticipated future developments and its effect on the Company, and other factors believed to be appropriate. Although management believes that the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Moreover, the Company's forward-looking statements are subject to significant risks and uncertainties, many of which are beyond its control, which may cause actual results to differ materially from its historical experience and its present expectations or projections which are implied or expressed by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to general economic and industry conditions; the terms and availability of any new debt; our customers’ drilling and completion expenditures; delays in or failure of delivery of current or future orders of specialized equipment; the loss of or interruption in operations of one or more key suppliers or customers; the effects of government regulation, permitting and other legal requirements, including new legislation or regulation of hydraulic fracturing; operating risks; the adequacy of our capital resources and liquidity; weather; litigation; competition in the onshore oil and natural gas services industry; and costs and availability of resources.

In addition, SSE calculates its contract drilling backlog by multiplying the day rate under its contracts by the number of days remaining under the contract. The Company calculates its hydraulic fracturing backlog by multiplying the (i) rate per stage, which varies by operating region and is, therefore, estimated based on current customer activity levels by region and current contract pricing, by (ii) the number of stages remaining under the contract, which it estimates based on current and anticipated utilization of its crews. With respect to its hydraulic fracturing backlog, the Company's contracts provide for periodic adjustments of the rates it may charge for its services, which will be negotiated based on then-prevailing market pricing and in the future may be higher or lower than the current rates it charges and utilizes in calculating its backlog. The drilling backlog calculation does not include any reduction in revenues related to mobilization or demobilization, nor does it include potential reductions in rates for unscheduled standby or during periods in which the rig is moving, on standby or incurring maintenance and repair time in excess of what is permitted under the drilling contract. The Company computes average duration for its contract drilling backlog and hydraulic fracturing backlog as the average number of months remaining for its drilling rigs under contract and its remaining hydraulic fracturing fleets under contract, respectively.

For additional information regarding known material factors that could cause the Company's actual results to differ from its present expectations and projected results, please see its filings with the U.S. Securities and Exchange Commission (“SEC”), including its Current Reports on Form 8-K that it files from time to time, Quarterly Reports on Form 10-Q, and Annual Report on Form 10-K.

Readers are cautioned not to place undue reliance on any forward-looking statement which speaks only as of the date on which such statement is made. The Company undertakes no obligation to correct, revise or update any forward-looking statement after the date such statement is made, whether as a result of new information, future events or otherwise, except as required by applicable law.

All references in this release to “Chesapeake” or “CHK” are to Chesapeake Energy Corporation (NYSE: CHK), SSE's former parent company.




5




SEVENTY SEVEN ENERGY INC.
(Debtor-in-possession June 7, 2016 through July 31, 2016)
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Revenues
$
79,656

 
 
$
40,438

 
$
213,541

Operating Expenses:
 
 
 
 
 
 
Operating costs
63,628

 
 
33,835

 
160,889

Depreciation and amortization
31,208

 
 
22,902

 
68,854

General and administrative
16,601

 
 
4,688

 
26,709

(Gains) losses on sales of property and equipment, net
(798
)
 
 
285

 
1,804

Impairments and other

 
 
22

 
1,566

Total Operating Expenses
110,639

 
 
61,732

 
259,822

Operating (Loss) Income
(30,983
)
 
 
(21,294
)
 
(46,281
)
Other (Expense) Income:
 
 
 
 
 
 
Interest expense
(6,185
)
 
 
(2,374
)
 
(25,480
)
Gains on early extinguishment of debt

 
 

 
4,975

Loss from equity investee

 
 

 
(230
)
Other income
886

 
 
391

 
942

Reorganization items, net
(246
)
 
 
(16,465
)
 

Total Other Expense
(5,545
)
 
 
(18,448
)
 
(19,793
)
Loss Before Income Taxes
(36,528
)
 
 
(39,742
)
 
(66,074
)
Income Tax Benefit

 
 
(28,102
)
 
(17,544
)
Net Loss
$
(36,528
)
 
 
$
(11,640
)
 
$
(48,530
)
 
 
 
 
 
 
 
Loss Per Common Share
 
 
 
 
 
 
Basic
$
(1.66
)
 
 
$
(0.21
)
 
$
(0.95
)
Diluted
$
(1.66
)
 
 
$
(0.21
)
 
$
(0.95
)
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding
 
 
 
 
 
 
Basic
22,041

 
 
55,847

 
51,117

Diluted
22,041

 
 
55,847

 
51,117


6




SEVENTY SEVEN ENERGY INC.
(Debtor-in-possession June 7, 2016 through July 31, 2016)
Condensed Consolidated Statements of Operations (unaudited)
(in thousands, except per share data)
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
Revenues
$
79,656

 
 
$
333,919

 
$
938,456

Operating Expenses:
 
 
 
 
 
 
Operating costs
63,628

 
 
237,014

 
731,627

Depreciation and amortization
31,208

 
 
162,425

 
226,779

General and administrative
16,601

 
 
66,667

 
95,436

Loss on sale of a business

 
 

 
34,989

(Gains) losses on sales of property and equipment, net
(798
)
 
 
848

 
15,023

Impairments and other

 
 
6,116

 
16,720

Total Operating Expenses
110,639

 
 
473,070

 
1,120,574

Operating (Loss) Income
(30,983
)
 
 
(139,151
)
 
(182,118
)
Other (Expense) Income:
 
 
 
 
 
 
Interest expense
(6,185
)
 
 
(48,116
)
 
(73,964
)
Gains on early extinguishment of debt

 
 

 
18,061

Income from equity investee

 
 

 
877

Other income
886

 
 
2,318

 
1,889

Reorganization items, net
(246
)
 
 
(29,892
)
 

Total Other Expense
(5,545
)
 
 
(75,690
)
 
(53,137
)
Loss Before Income Taxes
(36,528
)
 
 
(214,841
)
 
(235,255
)
Income Tax Benefit

 
 
(59,131
)
 
(74,455
)
Net Loss
$
(36,528
)
 
 
$
(155,710
)
 
$
(160,800
)
 
 
 
 
 
 
 
Loss Per Common Share
 
 
 
 
 
 
Basic
$
(1.66
)
 
 
$
(2.84
)
 
$
(3.24
)
Diluted
$
(1.66
)
 
 
$
(2.84
)
 
$
(3.24
)
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding
 
 
 
 
 
 
Basic
22,041

 
 
54,832

 
49,627

Diluted
22,041

 
 
54,832

 
49,627



7




SEVENTY SEVEN ENERGY INC.
(Debtor-in-possession June 7, 2016 through July 31, 2016)
Condensed Consolidated Balance Sheets (unaudited)
(in thousands, except share amounts)

 
Successor
 
 
Predecessor
 
As of September 30, 2016
 
 
As of December 31, 2015
Assets:
 
 
 
 
Current Assets:
 
 
 
 
Cash
$
23,004

 
 
$
130,648

Accounts receivable, net of allowance of $47 and $3,680 at September 30, 2016 and December 31, 2015, respectively
109,328

 
 
164,721

Inventory
11,303

 
 
18,553

Deferred income tax asset

 
 
1,499

Prepaid expenses and other
14,547

 
 
17,141

Total Current Assets
158,182

 
 
332,562

Property and Equipment:
 
 
 
 
Property and equipment, at cost
812,611

 
 
2,646,446

Less: accumulated depreciation
(29,566
)
 
 
(1,116,026
)
Property and equipment held for sale, net
8,418

 
 

Total Property and Equipment, Net
791,463

 
 
1,530,420

Other Assets:
 
 
 
 
Deferred financing costs
1,194

 
 
1,238

Other long-term assets
22,114

 
 
38,398

Total Other Assets
23,308

 
 
39,636

Total Assets
$
972,953

 
 
$
1,902,618

Liabilities and Stockholders’ Equity:
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
$
19,228

 
 
$
53,767

Current portion of long-term debt
5,000

 
 
5,000

Other current liabilities
45,043

 
 
98,318

Total Current Liabilities
69,271

 
 
157,085

Long-Term Liabilities:
 
 
 
 
Deferred income tax liabilities

 
 
60,623

Long-term debt, excluding current maturities
423,347

 
 
1,564,592

Other long-term liabilities
1,875

 
 
1,478

Total Long-Term Liabilities
425,222

 
 
1,626,693

Commitments and Contingencies (Note 8)
 
 
 
 
Stockholders’ Equity:
 
 
 
 
Predecessor common stock, $0.01 par value: authorized 250,000,000 shares; issued and outstanding 59,397,831 shares at December 31, 2015

 
 
594

Predecessor paid-in capital

 
 
350,770

Successor preferred stock, $0.01 par value: authorized 10,000,000 shares; zero outstanding at September 30, 2016

 
 

Successor common stock, $0.01 par value: authorized 90,000,000 shares; issued and outstanding 22,280,349 shares at September 30, 2016
223

 
 

Successor paid-in capital
514,765

 
 

Accumulated deficit
(36,528
)
 
 
(232,524
)
Total Stockholders’ Equity
478,460

 
 
118,840

Total Liabilities and Stockholders’ Equity
$
972,953

 
 
$
1,902,618



8




SEVENTY SEVEN ENERGY INC.
(Debtor-in-possession June 7, 2016 through July 31, 2016)
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands) 
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
 
 
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
Net Loss
$
(36,528
)
 
 
$
(155,710
)
 
$
(160,800
)
Adjustments to Reconcile Net Loss to Cash Provided by Operating Activities:
 
 
 
 
 
 
Depreciation and amortization
31,208

 
 
162,425

 
226,779

Accretion of discount on Term Loans
2,077

 
 

 

Accretion of discount on Note Receivable
(277
)
 
 

 

Amortization of deferred financing costs
41

 
 
2,455

 
3,381

Gains on early extinguishment of debt

 
 

 
(18,061
)
Loss on sale of a business

 
 

 
34,989

(Gains) losses on sales of property and equipment, net
(798
)
 
 
848

 
15,023

Impairments and other

 
 
6,116

 
16,720

Income from equity investee

 
 

 
(877
)
Non-cash reorganization items, net

 
 
9,185

 

Provision for doubtful accounts
47

 
 
1,406

 
1,930

Non-cash compensation
8,224

 
 
12,635

 
43,646

Deferred income tax benefit

 
 
(59,124
)
 
(74,455
)
Other
9

 
 
(10
)
 
(810
)
Changes in operating assets and liabilities
(11,755
)
 
 
26,243

 
176,197

Net cash provided by operating activities
(7,752
)
 
 
6,469

 
263,662

Cash Flows from Investing Activities:
 
 
 
 
 
 
Additions to property and equipment
(6,100
)
 
 
(82,787
)
 
(151,799
)
Purchases of short-term investments

 
 
(6,242
)
 

Proceeds from sales of assets
3,808

 
 
2,638

 
18,573

Proceeds from sale of a business

 
 

 
15,000

Proceeds from sales of short-term investments

 
 
6,236

 

Additions to investments

 
 

 
(112
)
Other
14

 
 
29

 
3,434

Net cash used in investing activities
(2,278
)
 
 
(80,126
)
 
(114,904
)
Cash Flows from Financing Activities:
 
 
 
 
 
 
Borrowings from revolving credit facility

 
 

 
160,100

Payments on revolving credit facility

 
 

 
(210,600
)
Payments to extinguish senior notes

 
 

 
(31,305
)
Proceeds from issuance of term loan, net of issuance costs

 
 

 
94,481

Payments on term loan
(1,250
)
 
 
(17,500
)
 
(3,500
)
Deferred financing costs

 
 
(1,235
)
 
(784
)
Other
(3,466
)
 
 
(506
)
 
(1,822
)
Net cash provided by financing activities
(4,716
)
 
 
(19,241
)
 
6,570

Net increase in cash
(14,746
)
 
 
(92,898
)
 
155,328

Cash, beginning of period
37,750

 
 
130,648

 
891

Cash, end of period
$
23,004

 
 
$
37,750

 
$
156,219



9




SEVENTY SEVEN ENERGY INC.
(Debtor-in-possession June 7, 2016 through July 31, 2016)
Condensed Consolidated Statements of Cash Flows (unaudited) — (Continued)

Supplemental disclosures to the condensed consolidated financial statements of cash flows are presented below:
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
Supplemental Disclosure of Significant Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
Increase (decrease) in other current liabilities related to purchases of property and equipment
$
1,363

 
 
$
(3,351
)
 
$
(9,459
)
Note receivable received as consideration for sale of a business
$

 
 
$

 
$
27,000

Supplemental Disclosure of Cash Payments:
 
 
 
 
 
 
Interest paid, net of amount capitalized
$
2,620

 
 
$
30,814

 
$
69,181



10





SEVENTY SEVEN ENERGY INC.
Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA

“Adjusted EBITDA” is a non-GAAP financial measure. Adjusted EBITDA, as used and defined by us, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with GAAP.

Adjusted EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, our management uses Adjusted EBITDA to evaluate our performance and liquidity and believes Adjusted EBITDA may be useful to an investor in evaluating our operating performance and liquidity because this measure:

is widely used by investors in the oilfield services industry to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors;

is a liquidity measure that is used by rating agencies, lenders and other parties to evaluate our creditworthiness; and

is used by our management for various purposes, including as a measure of performance for our operating entities and as a basis for strategic planning and forecasting.

There are significant limitations to using Adjusted EBITDA as a measure of performance, including the inability to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss. Additionally, because Adjusted EBITDA excludes some, but not all, items that affect net income and is defined differently by different companies in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies.



11






Consolidated Adjusted EBITDA

 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                                                      (In thousands)
 
 
 
 
 
Net Loss
$
(36,528
)
 
 
$
(11,640
)
 
$
(48,530
)
 
$
(84,505
)
 
$
(36,528
)
 
 
$
(155,710
)
 
$
(160,800
)
Add:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
6,185

 
 
2,374

 
25,480

 
20,464

 
6,185

 
 
48,116

 
73,964

Gains on extinguishment of debt
 
 
 

 
(4,975
)
 

 
 
 
 

 
(18,061
)
Income tax benefit

 
 
(28,102
)
 
(17,544
)
 
(22,956
)
 

 
 
(59,131
)
 
(74,455
)
Depreciation and amortization
31,208

 
 
22,902

 
68,854

 
69,877

 
31,208

 
 
162,425

 
226,779

Losses (gains) on sale of a business and exit costs
177

 
 
126

 
1,355

 
(138
)
 
177

 
 
135

 
36,344

(Gains) losses on sales of property and equipment, net
(798
)
 
 
285

 
1,804

 
1,014

 
(798
)
 
 
848

 
15,023

Impairments and other

 
 
22

 
1,566

 
5,789

 

 
 
6,116

 
16,720

Non-cash compensation
8,224

 
 
1,295

 
12,160

 
5,229

 
8,224

 
 
12,637

 
43,646

Severance-related costs
306

 
 
17

 
1,517

 
287

 
306

 
 
643

 
6,023

Restructuring charges
138

 
 
(502
)
 

 
23,673

 
138

 
 
27,918

 

Reorganization items, net
246

 
 
16,465

 

 
13,427

 
246

 
 
29,892

 

Interest income
(690
)
 
 
(208
)
 
(628
)
 
(614
)
 
(690
)
 
 
(1,438
)
 
(736
)
Less:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Drilling rig relocation and logistics Adjusted EBITDA

 
 

 

 

 

 
 

 
(9,745
)
Water hauling Adjusted EBITDA

 
 

 

 

 

 
 

 
(4,531
)
Adjusted EBITDA
$
8,468

 
 
$
3,034

 
$
41,059

 
$
31,547

 
$
8,468

 
 
$
72,451

 
$
178,723






12





Drilling Adjusted EBITDA

 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                          (In thousands)
 
 
 
 
 
Net income (loss)
12,477

 
 
$
(149,123
)
 
$
(6,392
)
 
$
(651
)
 
$
12,477

 
 
$
(366,593
)
 
$
(15,710
)
Add:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax benefit expense

 
 
(365,093
)
 
(2,311
)
 
(177
)
 

 
 
(142,564
)
 
(7,274
)
Depreciation and amortization
11,710

 
 
11,999

 
38,197

 
36,857

 
11,710

 
 
87,160

 
125,936

(Gains) losses on sales of property and equipment, net
(77
)
 
 
243

 
1,952

 
728

 
(77
)
 
 
1,211

 
9,903

Impairments and other

 
 

 

 
2,900

 

 
 
3,205

 
12,417

Non-cash compensation
374

 
 
197

 
2,273

 
791

 
374

 
 
1,973

 
9,942

Severance-related costs

 
 
17

 
192

 
54

 

 
 
259

 
1,048

Corporate overhead allocation(a)

 
 

 
7,725

 

 

 
 

 
24,246

Restructuring charges
79

 
 
41

 

 
120

 
79

 
 
280

 

Reorganization items, net

 
 
514,627

 

 

 

 
 
514,627

 

Adjusted EBITDA
$
24,563

 
 
$
12,908

 
$
41,636

 
$
40,622

 
$
24,563

 
 
$
99,558

 
$
160,508


(a)
Prior to 2016, the information that was regularly reviewed by our chief operating decision maker included general and administrative expenses that were allocated to each of our reportable segments for corporate overhead functions provided by the Other Operations segment, on behalf of our reportable segments. Effective January 1, 2016, we no longer allocate general and administrative expenses to our reportable segments from the Other Operations segment in the information that is reviewed by our chief operating decision maker. For comparability purposes, this change has been reflected through retroactive revision of the prior period segment information. 

13





Hydraulic Fracturing Adjusted EBITDA

 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended Jun 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                            (In thousands)
 
 
 
 
 
Net loss
$
(22,580
)
 
 
$
(16,997
)
 
$
(7,973
)
 
$
(15,388
)
 
$
(22,580
)
 
 
$
(66,216
)
 
$
(1,977
)
Add:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax benefit

 
 
(41,612
)
 
(2,882
)
 
(4,180
)
 

 
 
(25,750
)
 
(916
)
Depreciation and amortization
14,002

 
 
7,399

 
17,833

 
21,983

 
14,002

 
 
49,124

 
51,915

Losses on sales of property and equipment, net
40

 
 
19

 
172

 
2

 
40

 
 
66

 
171

Non-cash compensation
223

 
 
62

 
952

 
227

 
223

 
 
718

 
3,234

Severance-related costs
306

 
 

 
127

 
55

 
306

 
 
55

 
268

Corporate overhead allocation(a)

 
 

 
6,789

 

 

 
 

 
19,551

Restructuring charges
50

 
 
26

 

 
77

 
50

 
 
178

 

Reorganization items, net

 
 
45,046

 

 

 

 
 
45,046

 

Adjusted EBITDA
$
(7,959
)
 
 
$
(6,057
)
 
$
15,018

 
$
2,776

 
$
(7,959
)
 
 
$
3,221

 
$
72,246


(a)
Prior to 2016, the information that was regularly reviewed by our chief operating decision maker included general and administrative expenses that were allocated to each of our reportable segments for corporate overhead functions provided by the Other Operations segment, on behalf of our reportable segments. Effective January 1, 2016, we no longer allocate general and administrative expenses to our reportable segments from the Other Operations segment in the information that is reviewed by our chief operating decision maker. For comparability purposes, this change has been reflected through retroactive revision of the prior period segment information. 


14





Oilfield Rentals Adjusted EBITDA

 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                           (In thousands)
 
 
 
 
 
Net loss
(2,704
)
 
 
(6,160
)
 
$
(7,365
)
 
(6,764
)
 
(2,704
)
 
 
(28,539
)
 
$
(20,511
)
Add:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax benefit

 
 
(15,082
)
 
(2,663
)
 
(1,838
)
 

 
 
(11,099
)
 
(9,497
)
Depreciation and amortization
3,966

 
 
2,425

 
8,912

 
7,847

 
3,966

 
 
18,773

 
31,659

(Gains) losses on sales of property and equipment, net
(750
)
 
 
9

 
(329
)
 
284

 
(750
)
 
 
(425
)
 
(777
)
Impairments

 
 

 

 
287

 

 
 
287

 

Non-cash compensation
75

 
 
26

 
483

 
76

 
75

 
 
285

 
1,868

Severance-related costs

 
 

 
105

 
135

 

 
 
173

 
93

Corporate overhead allocation(a)

 
 

 
2,379

 

 

 
 

 
6,483

Restructuring charges
27

 
 
14

 

 
43

 
27

 
 
97

 

Reorganization items, net

 
 
18,966

 

 

 

 
 
18,966

 

Adjusted EBITDA
$
614

 
 
$
198

 
$
1,522

 
$
70

 
$
614

 
 
$
(1,482
)
 
$
9,318


(a)
Prior to 2016, the information that was regularly reviewed by our chief operating decision maker included general and administrative expenses that were allocated to each of our reportable segments for corporate overhead functions provided by the Other Operations segment, on behalf of our reportable segments. Effective January 1, 2016, we no longer allocate general and administrative expenses to our reportable segments from the Other Operations segment in the information that is reviewed by our chief operating decision maker. For comparability purposes, this change has been reflected through retroactive revision of the prior period segment information. 

15





Segment Statistics

Drilling
 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                                                      (In thousands)
 
 
 
 
 
Revenues
$
42,969

 
 
$
20,085

 
$
80,348

 
$
62,801

 
$
42,969

 
 
$
154,794

 
$
346,846

Operating Costs
18,836

 
 
7,433

 
41,387

 
22,984

 
18,836

 
 
57,573

 
196,675

Gross Margin
$
24,133

 
 
$
12,652

 
$
38,961

 
$
39,817

 
$
24,133

 
 
$
97,221

 
$
150,171


Hydraulic Fracturing
 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                                                      (In thousands)
 
 
 
 
 
Revenues
$
30,540

 
 
$
17,502

 
$
118,137

 
$
66,913

 
$
30,540

 
 
$
160,723

 
$
483,565

Operating Costs
38,724

 
 
23,631

 
103,941

 
64,499

 
38,724

 
 
158,569

 
416,472

Gross Margin
$
(8,184
)
 
 
$
(6,129
)
 
$
14,196

 
$
2,414

 
$
(8,184
)
 
 
$
2,154

 
$
67,093


Oilfield Rentals

 
Successor
 
 
Predecessor
 
Successor
 
 
Predecessor
 
Two Months Ended September 30, 2016
 
 
One Month Ended July 31, 2016
 
Three Months Ended September 30, 2015
 
Three Months Ended June 30, 2016
 
Two Months Ended September 30, 2016
 
 
Seven Months Ended July 31, 2016
 
Nine Months Ended September 30, 2015
 
 
 
 
                                                      (In thousands)
 
 
 
 
 
Revenues
$
6,147

 
 
$
2,851

 
$
15,047

 
$
8,406

 
$
6,147

 
 
$
18,402

 
$
65,297

Operating Costs
5,688

 
 
2,681

 
14,037

 
8,413

 
5,688

 
 
20,172

 
57,880

Gross Margin
$
459

 
 
$
170

 
$
1,010

 
$
(7
)
 
$
459

 
 
$
(1,770
)
 
$
7,417



16