Attached files

file filename
8-K - 8-K - Nuverra Environmental Solutions, Inc.nes_8-kx20171231.htm


Exhibit 99.1
 
 
ex991image1a10.jpg

NUVERRA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2017 RESULTS
- Q4 2017 revenue up 30% driven by improved pricing and increased business activity -
- Company achieves 2017 full year revenue growth of 16% -

SCOTTSDALE, AZ (March 5, 2018) - Nuverra Environmental Solutions, Inc. (NYSE American: NES) (“Nuverra” or the “Company”) today announced financial and operating results for the fourth quarter and full year ended December 31, 2017.
SUMMARY OF FINANCIAL RESULTS
Fourth quarter revenue was $46.4 million, an increase of approximately 29.8%, or $10.6 million, when compared with $35.8 million in the fourth quarter of 2016.
Net loss for the fourth quarter was $30.9 million, a reduction of $30.4 million, or approximately 49.6%, when compared with a net loss of $61.3 million in the fourth quarter of 2016.
Loss from continuing operations, adjusted for special items, for the fourth quarter was $17.3 million, compared with $26.0 million in the fourth quarter of 2016.
Adjusted EBITDA from continuing operations for the fourth quarter was $5.1 million, an increase of $2.6 million compared with $2.5 million in the fourth quarter of 2016.
Fourth quarter Adjusted EBITDA margin improved by 400 basis points.
Total liquidity as of December 31, 2017 was $20.5 million.

“Nuverra was well positioned to capitalize on an improved operating environment in the second half of 2017,” said Ed Lang, Chief Financial Officer. “We exited the year with strong financial results, including double digit topline growth and expanding margins. The industry momentum is continuing in 2018 and we are seeing increased drilling activity in all basins which we service. With our attractive asset base and improved liquidity position, we are investing to further improve and grow our business platform and expect to deliver another year of favorable results in 2018.”

FOURTH QUARTER 2017 RESULTS
Fourth quarter revenue was $46.4 million, an increase of $10.6 million, or 29.8%, from $35.8 million in the fourth quarter of 2016. Approximately 10.2% of the increase in revenue is attributable to pricing increases, while 19.6% is a result of increases in activities.
As a result of increased activity and a change in depreciation related to the application of fresh start accounting upon emergence from chapter 11, total costs and expenses, adjusted for special items, were $62.3 million, a 29.8% increase compared with $48.0 million in the fourth quarter of 2016.
Net loss for the fourth quarter was $30.9 million, a reduction of $30.4 million when compared with a net loss of $61.3 million in the fourth quarter of 2016. For the fourth quarter of 2017, the Company reported a net loss from continuing operations, adjusted for special items, of $17.3 million. Special items in the fourth quarter primarily included the loss on the sale of underutilized assets, non-recurring legal and professional fees, stock-based compensation expense, as well as $2.5 million in long-lived asset impairment charges for assets held for sale in the Rocky Mountain division. This compares with a loss from continuing operations, adjusted for special items, of $26.0 million in the fourth quarter of 2016.
Adjusted EBITDA from continuing operations for the fourth quarter was $5.1 million, an increase of $2.6 million compared with $2.5 million in the fourth quarter of 2016. Fourth quarter adjusted EBITDA margin from continuing operations was 11.1%, compared with 7.1% in the fourth quarter of 2016.
FULL YEAR 2017 RESULTS
Revenue for the year was $176.1 million, an increase of $23.9 million, or 15.7%, when compared with $152.2 million for 2016. Due to oil prices becoming more stable in 2017, customer demand for our services increased in all divisions in which we

1



operate as compared to the same period in the prior year. Approximately 3.9% of the increase in revenue is attributable to pricing increases, while 11.8% is a result of increases in activities.
As a result of the application of fresh start accounting upon emergence from chapter 11, net income for the full year was $120.7 million, compared to a net loss of $168.9 million in the prior year. Net loss from continuing operations for the year, adjusted for special items, was $79.6 million, compared with a loss of $108.0 million for 2016. Year-to-date special items primarily included $218.0 million of capital reorganization costs incurred in connection with the application of fresh start accounting and after emergence from chapter 11 recorded to “Reorganization items, net.” Additionally, special items included the loss on the sale of underutilized assets, stock-based compensation expense, a $4.3 million gain on the change in fair value of the derivative warrant liability, and $4.9 million in long-lived asset impairment charges for assets held for sale in the Rocky Mountain and Southern divisions.
Adjusted EBITDA from continuing operations for the full year was $13.3 million, an increase of 70.0% when compared with 2016. Adjusted EBITDA margin from continuing operations for 2017 was 7.6%, compared with 5.2% in 2016.
CASH FLOW AND LIQUIDITY
Net cash used in operating activities from continuing operations for the full year ended December 31, 2017 was $25.4 million, while asset sales net of capital expenditures from continuing operations provided proceeds of $1.7 million.
Total liquidity as of December 31, 2017, consisting of cash and cash equivalents, available borrowings under our senior secured revolving credit facility and a delayed draw available on our second lien term loan facility, was $20.5 million. As of December 31, 2017, total debt outstanding was $39.1 million, consisting of $14.3 million under our senior secured term loan facility, $21.0 million under our second lien term loan facility, and $3.8 million of capital leases for vehicle financings.
BASIS OF PRESENTATION
As previously disclosed, the Company emerged from chapter 11 bankruptcy on August 7, 2017, or the “Effective Date,” and elected to apply fresh start accounting as of July 31, 2017 to coincide with the timing of the normal accounting period close. References to “Successor” relate to the financial position and results of operations of the reorganized Company subsequent to July 31, 2017, while references to “Predecessor” refer to the financial position and results of operations of the Company on and prior to July 31, 2017. The Successor and Predecessor GAAP results for the applicable periods are presented in the tables following this release.
For discussion purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017. However, because of various adjustments to the condensed consolidated financial statements in connection with the application of fresh start accounting, the results of operations for the Successor period are not comparable to those of the Predecessor period. The Company believes that, subject to consideration of the impact of fresh start accounting, combining the results of the Successor and Predecessor periods provides meaningful information about the financial results of the Company, including revenues and costs that assist a reader in understanding the financial results for the applicable periods.

About Nuverra

Nuverra Environmental Solutions, Inc. is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers in the energy market. Nuverra focuses on the delivery, collection, treatment, and disposal of restricted solids, water, wastewater, waste fluids, and hydrocarbons. The Company provides its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Find additional information about Nuverra in documents filed with the U.S. Securities and Exchange Commission (“SEC”) at http://www.sec.gov.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. 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.


2



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, and any forward-looking statements contained herein are based on information available to us as of the date of this press release and our current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured, and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include, among others: the effects of the restructuring on the Company and the interests of various constituents; risks and uncertainties associated with the restructuring process, including the outcome of a pending appeal of the order confirming the plan of reorganization and our ability to execute the requirements of the plan of reorganization subsequent to the Effective Date; our inability to maintain relationships with suppliers, customers, employees and other third parties as a result of our chapter 11 filing; the length of time the Company will operate under chapter 11 protection; risks associated with our indebtedness, including changes to interest rates, deterioration in the value of our machinery and equipment or accounts receivables, our ability to manage our liquidity needs and to comply with covenants under our credit facilities; our ability to attract, motivate and retain key executives and qualified employees in key areas of our business, including as a result of our completed chapter 11 restructuring; 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; our ability to attract and retain a sufficient number of qualified truck drivers in light of industry-wide driver shortages and high-turnover; the availability of less favorable credit and payment terms due to the downturn in our industry, our financial condition and the chapter 11 proceeding, including more stringent or costly payment terms from our vendors, which may further constrain our liquidity and reduce availability under our revolving credit facility; risks associated with our capital structure, including our ability to access necessary funding to generate sufficient operating cash flow to meet our debt service obligations; risks associated with the limited trading volume of our common stock on the NYSE American Stock Exchange, including fluctuations in the trading prices of our common stock; present and possible future claims, litigation or enforcement actions or investigations and their potential impact; difficulties in identifying, negotiating, executing, and completing acquisitions and divestitures, in connection with our strategic initiatives, and differences in the type and availability of consideration or financing for such acquisitions and divestitures; difficulties in successfully executing our growth initiatives, including difficulties in permitting, financing and constructing pipelines and waste treatment assets and in structuring economically viable agreements with potential customers, joint venture partners, financing sources and other parties; pricing pressures; risks associated with the operation, construction and development of saltwater disposal wells, solids and liquids treatment and transportation assets, landfills and pipelines, including access to additional locations and rights-of-way, environmental remediation obligations, unscheduled delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives; risks associated with new technologies and the impact on our business; current and projected future uncertainties in commodities markets, including low oil and/or natural gas prices, and the potential impact on our ability to collect outstanding receivables as a result of the liquidity constraints on our customers; changes in customer drilling and completion activities and capital expenditure plans; 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; shifts in production in shale areas where we operate and/or shale areas where we currently do not have operations; control of costs and expenses; and the regulatory environment.

The forward-looking statements contained, or incorporated by reference, herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s views as of the date of this press release. The Company undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, changes in expectations or otherwise. Additional risks and uncertainties are disclosed from time to time in the Company’s filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Source: Nuverra Environmental Solutions, Inc.
602-903-7802
ir@nuverra.com

- Tables to Follow -







3



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


 
Successor
 
 
Predecessor
 
Three Months Ended
 
 
Three Months Ended
 
December 31,
 
 
December 31,
 
2017
 
 
2016
Revenue:
 
 
 
 
Service revenue
$
41,775

 
 
$
32,348

Rental revenue
4,655

 
 
3,434

Total revenue
46,430

 
 
35,782

Costs and expenses:
 
 
 
 
Direct operating expenses
40,967

 
 
28,602

General and administrative expenses
5,687

 
 
9,034

Depreciation and amortization
21,230

 
 
14,693

Impairment of long-lived assets
2,500

 
 
31,712

Total costs and expenses
70,384

 
 
84,041

Loss from operations
(23,954
)
 
 
(48,259
)
Interest expense, net
(1,409
)
 
 
(13,856
)
Other income, net
117

 
 
754

Reorganization items, net
(6,037
)
 
 

Loss before income taxes
(31,283
)
 
 
(61,361
)
Income tax benefit
381

 
 
45

Net loss
$
(30,902
)
 
 
$
(61,316
)
 
 
 
 
 
Earnings per common share:
 
 
 
 
Net loss per basic common share
$
(2.64
)
 
 
$
(0.45
)
 
 
 
 
 
Net loss per diluted common share
$
(2.64
)
 
 
$
(0.45
)
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
Basic
11,696

 
 
137,702

Diluted
11,696

 
 
137,702





4



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


 
Successor
 
 
Predecessor
 
Five Months Ended
 
 
Seven Months Ended
 
Year Ended
 
December 31, 2017
 
 
July 31, 2017
 
December 31, 2016
Revenue:
 
 
 
 
 
 
Service revenue
$
72,395

 
 
$
86,564

 
$
139,886

Rental revenue
7,793

 
 
9,319

 
12,290

Total revenue
80,188

 
 
95,883

 
152,176

Costs and expenses:
 
 
 
 
 
 
Direct operating expenses
67,077

 
 
81,010

 
129,624

General and administrative expenses
10,615

 
 
22,552

 
37,013

Depreciation and amortization
38,551

 
 
28,981

 
60,763

    Impairment of long-lived assets
4,904

 
 

 
42,164

Total costs and expenses
121,147

 
 
132,543

 
269,564

Operating loss
(40,959
)
 
 
(36,660
)
 
(117,388
)
Interest expense, net
(2,187
)
 
 
(22,792
)
 
(54,530
)
Other income, net
411

 
 
4,247

 
5,778

Loss on extinguishment of debt

 
 

 
(674
)
Reorganization items, net
(5,507
)
 
 
223,494

 

(Loss) income from continuing operations before income taxes
(48,242
)
 
 
168,289

 
(166,814
)
Income tax benefit (expense)
347

 
 
322

 
(807
)
(Loss) income from continuing operations
(47,895
)
 
 
168,611

 
(167,621
)
Loss from discontinued operations, net of income taxes

 
 

 
(1,235
)
Net (loss) income
$
(47,895
)
 
 
$
168,611

 
$
(168,856
)
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
Basic (loss) income from continuing operations
$
(4.09
)
 
 
$
1.12

 
$
(1.84
)
Basic loss from discontinued operations

 
 

 
(0.01
)
Net (loss) income per basic common share
$
(4.09
)
 
 
$
1.12

 
$
(1.85
)
 
 
 
 
 
 
 
Diluted (loss) income from continuing operations
$
(4.09
)
 
 
$
0.97

 
$
(1.84
)
Diluted loss from discontinued operations

 
 

 
(0.01
)
Net (loss) income per diluted common share
$
(4.09
)
 
 
$
0.97

 
$
(1.85
)
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
Basic
11,696

 
 
150,940

 
90,979

Diluted
11,696

 
 
174,304

 
90,979








5



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)


 
Successor
 
 
Predecessor
 
December 31,
 
 
December 31,
 
2017
 
 
2016
Assets
 
 
 
 
Cash and cash equivalents
$
5,488

 
 
$
994

Restricted cash
1,296

 
 
1,420

Accounts receivable, net
30,965

 
 
23,795

Inventories
4,089

 
 
2,464

Prepaid expenses and other receivables
8,594

 
 
3,516

Other current assets
226

 
 
107

Assets held for sale
2,765

 
 
1,182

Total current assets
53,423

 
 
33,478

Property, plant and equipment, net
229,874

 
 
294,179

Equity investments
48

 
 
73

Intangibles, net
547

 
 
14,310

Goodwill
27,139

 
 

Deferred income taxes
84

 
 

Other assets
207

 
 
564

Total assets
$
311,322

 
 
$
342,604

Liabilities and Shareholders’ Equity
 
 
 
 
Accounts payable
$
7,946

 
 
$
4,047

Accrued liabilities
13,939

 
 
18,787

Current contingent consideration
500

 
 

Current portion of long-term debt
5,525

 
 
465,835

Derivative warrant liability
477

 
 
4,298

Total current liabilities
28,387

 
 
492,967

Deferred income taxes

 
 
495

Long-term debt
33,524

 
 
5,956

Long-term contingent consideration

 
 
8,500

Other long-term liabilities
6,438

 
 
3,752

Total liabilities
68,349

 
 
511,670

Commitments and contingencies
 
 
 
 
Shareholders’ equity (deficit):
 
 
 
 
Common stock
117

 
 
152

Additional paid-in capital
290,751

 
 
1,407,867

Treasury stock

 
 
(19,807
)
Accumulated deficit
(47,895
)
 
 
(1,557,278
)
Total shareholders’ equity (deficit)
242,973

 
 
(169,066
)
Total liabilities and shareholders’ equity
$
311,322

 
 
$
342,604



6



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
Successor
 
 
Predecessor
 
Five Months Ended
 
 
Seven Months Ended
 
Year Ended
 
December 31,
 
 
July 31,
 
December 31,
 
2017
 
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
 
 
Net (loss) income
$
(47,895
)
 
 
$
168,611

 
$
(168,856
)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
 
 
 
 
 
 
   Loss on the sale of TFI

 
 

 
1,235

   Depreciation and amortization of intangible assets
38,551

 
 
28,981

 
60,763

   Amortization of debt issuance costs, net

 
 
2,135

 
6,165

   Accrued interest added to debt principal
473

 
 
11,474

 
26,684

   Stock-based compensation
677

 
 
457

 
1,125

   Impairment of long-lived assets
4,904

 
 

 
42,164

   Gain on sale of UGSI
(76
)
 
 

 
(1,747
)
   Loss (gain) on disposal of property, plant and equipment
5,695

 
 
(258
)
 
3,512

   Bad debt expense
91

 
 
788

 
(283
)
   Change in fair value of derivative warrant liability
(239
)
 
 
(4,025
)
 
(3,311
)
   Loss on extinguishment of debt

 
 

 
674

   Deferred income taxes
(242
)
 
 
(337
)
 
225

   Other, net
4,503

 
 
(11,295
)
 
560

   Reorganization items, non-cash

 
 
(218,600
)
 

   Changes in operating assets and liabilities:
 
 
 
 
 
 
      Accounts receivable
(3,521
)
 
 
(4,528
)
 
18,676

      Prepaid expenses and other receivables
(312
)
 
 
472

 
(285
)
      Accounts payable and accrued liabilities
(5,034
)
 
 
3,682

 
(13,507
)
      Other assets and liabilities, net
(4,036
)
 
 
3,494

 
(45
)
Net cash used in operating activities
(6,461
)
 
 
(18,949
)
 
(26,251
)
Cash flows from investing activities:
 
 
 
 
 
 
   Proceeds from the sale of property, plant and equipment
4,034

 
 
3,083

 
10,696

   Purchases of property, plant and equipment
(2,231
)
 
 
(3,149
)
 
(3,826
)
   Proceeds from the sale of UGSI
76

 
 

 
5,032

   Change in restricted cash
6,509

 
 
(6,385
)
 
2,830

Net cash provided by (used in) investing activities
8,388

 
 
(6,451
)
 
14,732

Cash flows from financing activities:
 
 
 
 
 
 
   Proceeds from Predecessor revolving credit facility

 
 
106,785

 
154,514

   Payments on Predecessor revolving credit facility

 
 
(129,964
)
 
(233,667
)
   Proceeds from Predecessor term loan

 
 
15,700

 
55,000

   Proceeds from debtor in possession term loan

 
 
6,875

 

   Proceeds from Successor First and Second Lien Term Loans

 
 
36,053

 

   Payments on Successor First and Second Lien Term Loans
(1,241
)
 
 

 

   Proceeds from Successor revolving facility
79,464

 
 

 

   Payments on Successor revolving facility
(79,464
)
 
 

 

   Payments for debt issuance costs

 
 
(1,053
)
 
(1,029
)
   Issuance of stock

 
 

 
5,000

   Payments on vehicle financing and other financing activities
(2,391
)
 
 
(2,797
)
 
(6,614
)
Net cash (used in) provided by financing activities
(3,632
)
 
 
31,599

 
(26,796
)
Net (decrease) increase in cash and cash equivalents
(1,705
)
 
 
6,199

 
(38,315
)
Cash and cash equivalents - beginning of period
7,193

 
 
994

 
39,309

Cash and cash equivalents - end of period
$
5,488

 
 
$
7,193

 
$
994



7



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS
(In thousands)
(Unaudited)


This press release contains non-GAAP financial measures as defined by the rules and regulations of the United States Securities and Exchange Commission. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations or balance sheets of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. Reconciliations of these non-GAAP financial measures to their comparable GAAP financial measures are included in the attached financial tables.
 
These non-GAAP financial measures are provided because management of the Company uses these financial measures in evaluating the Company’s ongoing financial results and trends. Management uses this non-GAAP information as an indicator of business results, and evaluates overall performance with respect to such indicators. Management believes that excluding items such as acquisition expenses, amortization of intangible assets, stock-based compensation, asset impairments, restructuring charges, expenses related to litigation and resolution of lawsuits, and other charges, which may or may not be non-recurring, among other items that are inconsistent in amount and frequency (as with acquisition expenses), or determined pursuant to complex formulas that incorporate factors, such as market volatility, that are beyond our control (as with stock-based compensation), for purposes of calculating these non-GAAP financial measures facilitates a more meaningful evaluation of the Company’s current operating performance and comparisons to the past and future operating performance. The Company believes that providing non-GAAP financial measures such as EBITDA, adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share, in addition to related GAAP financial measures, provides investors with greater transparency to the information used by the Company’s management. These non-GAAP financial measures are not substitutes for measures of performance or liquidity calculated in accordance with GAAP and may not necessarily be indicative of the Company’s liquidity or ability to fund cash needs. Not all companies calculate non-GAAP financial measures in the same manner, and our presentation may not be comparable to the presentations of other companies.

For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017 for these non-GAAP reconciliations. The combination was generated by addition of comparable financial statement line item captions. However, because of various adjustments to the condensed consolidated financial statements in connection with the application of fresh start accounting, including asset valuation adjustments and liability adjustments, the results of operations for the Successor period are not comparable to those of the Predecessor period. The financial information preceding these non-GAAP reconciliations provides the Successor and Predecessor GAAP results for the applicable periods. The Company believes that subject to consideration of the impact of fresh start accounting, combining the results of the Successor and Predecessor periods provides meaningful information about the financial results of the Company, including revenues and costs that assist a reader in understanding the financial results for the applicable periods.







8



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Loss from Continuing Operations to EBITDA and Total Adjusted EBITDA:
 
Three Months Ended
 
Year Ended
 
December 31,
 
December 31,
 
2017
 
2016
 
2017 [1]
 
2016
(Loss) income from continuing operations
$
(30,902
)
 
$
(61,316
)
 
$
120,716

 
$
(167,621
)
Depreciation and amortization
21,230

 
14,693

 
67,532

 
60,763

Interest expense, net
1,409

 
13,856

 
24,979

 
54,530

Income tax (benefit) expense
(381
)
 
(45
)
 
(669
)
 
807

EBITDA
(8,644
)
 
(32,812
)
 
212,558

 
(51,521
)
Adjustments:
 
 
 
 
 
 
 
Transaction-related costs, including earnout adjustments, net

 

 

 
(117
)
Stock-based compensation
496

 
217

 
1,134

 
1,125

Change in fair value of derivative warrant liability
(379
)
 
(737
)
 
(4,264
)
 
(3,311
)
Capital reorganization costs [2]

 
4,033

 
9,448

 
14,310

Reorganization items, net [3]
6,036

 

 
(217,987
)
 

Legal and environmental costs, net
124

 
(99
)
 
2,168

 
3,128

Impairment of long-lived assets
2,500

 
31,712

 
4,904

 
42,164

Restructuring, exit and other costs

 

 

 
(379
)
Loss on extinguishment of debt

 

 

 
674

Gain on the sale of UGSI

 

 
(76
)
 
(1,747
)
Loss on disposal of assets
5,008

 
219

 
5,437

 
3,512

Total Adjusted EBITDA
$
5,141

 
$
2,533

 
$
13,322

 
$
7,838


[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.
[2]
Capital reorganization costs in 2017 represent costs related to the chapter 11 filing incurred prior to the May 1, 2017 filing date. Capital reorganization costs in 2016 represent costs incurred for the debt exchange executed in 2016.
[3]
Reorganization items, net represents the costs related to the chapter 11 filing incurred after the May 1, 2017 filing date.


9



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands) (Unaudited)

Reconciliation of QTD Segment Performance to Adjusted EBITDA
Three months ended December 31, 2017
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
25,920

 
$
10,075

 
$
10,435

 
$

 
$
46,430

Direct operating expenses
 
24,457

 
8,874

 
7,636

 

 
40,967

General and administrative expenses
 
1,362

 
696

 
745

 
2,884

 
5,687

Depreciation and amortization
 
10,088

 
5,982

 
5,112

 
48

 
21,230

Loss from operations
 
(12,487
)
 
(5,477
)
 
(3,058
)
 
(2,932
)
 
(23,954
)
Operating margin %
 
(48.2
)%
 
(54.4
)%
 
(29.3
)%
 
NA

 
(51.6
)%
Reorganization items, net
 
(464
)
 
(42
)
 
(63
)
 
(5,468
)
 
(6,037
)
Loss from continuing operations before income taxes
 
(13,029
)
 
(5,792
)
 
(3,362
)
 
(9,100
)
 
(31,283
)
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(13,029
)
 
(5,791
)
 
(3,361
)
 
(8,721
)
 
(30,902
)
Depreciation and amortization
 
10,088

 
5,982

 
5,112

 
48

 
21,230

Interest expense, net
 
102

 
113

 
114

 
1,080

 
1,409

Income tax benefit
 

 
(1
)
 
(1
)
 
(379
)
 
(381
)
EBITDA
 
$
(2,839
)
 
$
303

 
$
1,864

 
$
(7,972
)
 
$
(8,644
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
7,026

 
97

 
1,095

 
5,567

 
13,785

Adjusted EBITDA from continuing operations
 
$
4,187

 
$
400

 
$
2,959

 
$
(2,405
)
 
$
5,141

Adjusted EBITDA margin %
 
16.2
 %
 
4.0
 %
 
28.4
 %
 
NA

 
11.1
 %

Three months ended December 31, 2016
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
19,541

 
$
8,104

 
$
8,137

 
$

 
$
35,782

Direct operating expenses
 
15,386

 
7,668

 
5,548

 

 
28,602

General and administrative expenses
 
1,193

 
757

 
603

 
6,481

 
9,034

Depreciation and amortization
 
8,073

 
2,856

 
3,705

 
59

 
14,693

Loss from operations
 
(36,823
)
 
(3,177
)
 
(1,719
)
 
(6,540
)
 
(48,259
)
Operating margin %
 
(188.4
)%
 
(39.2
)%
 
(21.1
)%
 
NA

 
(134.9
)%
Loss from continuing operations before income taxes
 
(36,863
)
 
(3,242
)
 
(1,725
)
 
(19,531
)
 
(61,361
)
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(36,863
)
 
(3,241
)
 
(1,724
)
 
(19,488
)
 
(61,316
)
Depreciation and amortization
 
8,073

 
2,856

 
3,705

 
59

 
14,693

Interest expense, net
 
57

 
64

 
7

 
13,728

 
13,856

Income tax benefit
 

 
(1
)
 
(1
)
 
(43
)
 
(45
)
EBITDA
 
$
(28,733
)
 
$
(322
)
 
$
1,987

 
$
(5,744
)
 
$
(32,812
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
31,701

 
97

 
79

 
3,468

 
35,345

Adjusted EBITDA from continuing operations
 
$
2,968

 
$
(225
)
 
$
2,066

 
$
(2,276
)
 
$
2,533

Adjusted EBITDA margin %
 
15.2
 %
 
(2.8
)%
 
25.4
 %
 
NA

 
7.1
 %


10



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands) (Unaudited)

Reconciliation of YTD Segment Performance to Adjusted EBITDA
Year Ended December 31, 2017 [1]
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
103,033

 
$
37,985

 
$
35,053

 
$

 
$
176,071

Direct operating expenses
 
87,073

 
35,953

 
25,061

 

 
148,087

General and administrative expenses
 
6,517

 
3,073

 
3,258

 
20,319

 
33,167

Depreciation and amortization
 
34,072

 
16,168

 
17,075

 
217

 
67,532

Loss from operations
 
(29,295
)
 
(17,209
)
 
(10,579
)
 
(20,536
)
 
(77,619
)
Operating margin %
 
(28.4
)%
 
(45.3
)%
 
(30.2
)%
 
NA

 
(44.1
)%
Reorganization items, net
 
(5,597
)
 
27,902

 
22,360

 
173,322

 
217,987

(Loss) income from continuing operations before income taxes
 
(35,073
)
 
10,375

 
11,544

 
133,201

 
120,047

 
 
 
 
 
 
 
 
 
 
 
(Loss) income from continuing operations
 
(35,073
)
 
10,376

 
11,545

 
133,868

 
120,716

Depreciation and amortization
 
34,072

 
16,168

 
17,075

 
217

 
67,532

Interest expense, net
 
363

 
333

 
257

 
24,026

 
24,979

Income tax benefit
 

 
(1
)
 
(1
)
 
(667
)
 
(669
)
EBITDA
 
$
(638
)
 
$
26,876

 
$
28,876

 
$
157,444

 
$
212,558

 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
15,542

 
(27,258
)
 
(20,694
)
 
(166,826
)
 
(199,236
)
Adjusted EBITDA from continuing operations
 
$
14,904

 
$
(382
)
 
$
8,182

 
$
(9,382
)
 
$
13,322

Adjusted EBITDA margin %
 
14.5
 %
 
(1.0
)%
 
23.3
 %
 
NA

 
7.6
 %
[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.

Year Ended December 31, 2016
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
82,564

 
$
36,446

 
$
33,166

 
$

 
$
152,176

Direct operating expenses
 
65,066

 
36,673

 
27,885

 

 
129,624

General and administrative expenses
 
5,951

 
2,632

 
2,951

 
25,479

 
37,013

Depreciation and amortization
 
31,498

 
13,446

 
15,559

 
260

 
60,763

Loss from operations
 
(51,663
)
 
(24,330
)
 
(15,656
)
 
(25,739
)
 
(117,388
)
Operating margin %
 
(62.6
)%
 
(66.8
)%
 
(47.2
)%
 
NA

 
(77.1
)%
Loss from continuing operations before income taxes
 
(51,951
)
 
(24,226
)
 
(15,741
)
 
(74,896
)
 
(166,814
)
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(51,951
)
 
(24,225
)
 
(15,786
)
 
(75,659
)
 
(167,621
)
Depreciation and amortization
 
31,498

 
13,446

 
15,559

 
260

 
60,763

Interest expense, net
 
411

 
432

 
146

 
53,541

 
54,530

Income tax (benefit) expense
 

 
(1
)
 
45

 
763

 
807

EBITDA
 
$
(20,042
)
 
$
(10,348
)
 
$
(36
)
 
$
(21,095
)
 
$
(51,521
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
34,209

 
8,917

 
4,627

 
11,606

 
59,359

Adjusted EBITDA from continuing operations
 
$
14,167

 
$
(1,431
)
 
$
4,591

 
$
(9,489
)
 
$
7,838

Adjusted EBITDA margin %
 
17.2
 %
 
(3.9
)%
 
13.8
 %
 
NA

 
5.2
 %

11



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Adjusted Loss from Continuing Operations and to EBITDA and Adjusted EBITDA from Continuing Operations


 
Three months ended December 31, 2017
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
46,430

 
$

 
 
$
46,430

Direct operating expenses
40,967

 
(5,018
)
[A]
 
35,949

General and administrative expenses
5,687

 
(610
)
[B]
 
5,077

Total costs and expenses
70,384

 
(8,128
)
[C]
 
62,256

Loss from operations
(23,954
)
 
8,128

[C]
 
(15,826
)
Loss from continuing operations
(30,902
)
 
13,617

[D]
 
(17,285
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(30,902
)
 
 
 
 
$
(17,285
)
Depreciation and amortization
21,230

 
 
 
 
21,230

Interest expense, net
1,409

 
 
 
 
1,409

Income tax benefit
(381
)
 
 
 
 
(213
)
EBITDA and Adjusted EBITDA from continuing operations
$
(8,644
)
 
 
 
 
$
5,141


Description of 2017 Special Items:
[A]
Special items primarily includes the loss on sale of underutilized assets.
[B]
Primarily attributable to stock-based compensation and non-routine legal expenses.
[C]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $2.5 million for assets classified as held-for-sale in the Rocky Mountain division.
[D]
Primarily includes the aforementioned adjustments along with $6.0 million of capital reorganization costs incurred after the chapter 11 filing recorded to “Reorganization items, net,” offset by a gain of $0.4 million associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the three months ended December 31, 2017 was (1.2)% and has been applied to the special items accordingly.

12



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Adjusted Loss from Continuing Operations and to EBITDA and Adjusted EBITDA from Continuing Operations


 
Three months ended December 31, 2016
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
35,782

 
$

 
 
$
35,782

Direct operating expenses
28,602

 
(218
)
[E]
 
28,384

General and administrative expenses
9,034

 
(4,152
)
[F]
 
4,882

Total costs and expenses
84,041

 
(36,082
)
[G]
 
47,959

Loss from operations
(48,259
)
 
36,082

[G]
 
(12,177
)
Loss from continuing operations
(61,316
)
 
35,319

[H]
 
(25,997
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(61,316
)
 
 
 
 
$
(25,997
)
Depreciation and amortization
14,693

 
 
 
 
14,693

Interest expense, net
13,856

 
 
 
 
13,856

Income tax benefit
(45
)
 
 
 
 
(19
)
EBITDA and Adjusted EBITDA from continuing operations
$
(32,812
)
 
 
 
 
$
2,533


Description of 2016 Special Items:
[E]
Special items primarily includes the loss on sale of underutilized assets.
[F]
Primarily attributable to stock-based compensation, non-routine litigation expenses, non-routine professional fees and $4.0 million for capital reorganization costs incurred for the debt exchange executed in 2016.
[G]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $31.7 million for assets determined to be impaired in the Rocky Mountain division.
[H]
Primarily includes the aforementioned adjustments along with a gain of $0.7 million associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the three months ended December 31, 2016 was near zero percent and has been applied to the special items accordingly.














13



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Adjusted Loss from Continuing Operations and to EBITDA and Adjusted EBITDA from Continuing Operations


 
Year Ended December 31, 2017 [1]
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
176,071

 
$

 
 
$
176,071

Direct operating expenses
148,087

 
(6,032
)
[A]
 
142,055

General and administrative expenses
33,167

 
(12,155
)
[B]
 
21,012

Total costs and expenses
253,690

 
(23,091
)
[C]
 
230,599

Loss from operations
(77,619
)
 
23,091

[C]
 
(54,528
)
Income (loss) from continuing operations
120,716

 
(200,346
)
[D]
 
(79,630
)
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
120,716

 
 
 
 
$
(79,630
)
Depreciation and amortization
67,532

 
 
 
 
67,532

Interest expense, net
24,979

 
 
 
 
24,979

Income tax (benefit) expense
(669
)
 
 
 
 
441

EBITDA and Adjusted EBITDA from continuing operations
$
212,558

 
 
 
 
$
13,322

[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.
Description of 2017 Special Items:
[A]
Special items primarily includes capital re-organization costs incurred prior to the chapter 11 filing and the loss on the sale of underutilized assets.
[B]
Primarily attributable to capital re-organization costs of $8.8 million incurred prior to the chapter 11 filing, as well as stock-based compensation, non-routine litigation expenses and non-routine professional fees.
[C]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges of $4.9 million for assets classified as held-for-sale primarily in the Rocky Mountain division.
[D]
Primarily includes the aforementioned adjustments along with $218.0 million of capital reorganization costs incurred in connection with the application of fresh start accounting and after emergence from chapter 11 recorded to “Reorganization items, net,” offset by a gain of $4.3 million associated with the change in fair value of the derivative warrant liability. Additionally, our effective tax rate for the twelve months ended December 31, 2017 was (0.6)% and has been applied to the special items accordingly.

14



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands)
(Unaudited)


Reconciliation of Special Items to Adjusted Loss from Continuing Operations and to EBITDA and Adjusted EBITDA from Continuing Operations


 
Year Ended December 31, 2016
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
152,176

 
$

 
 
$
152,176

Direct operating expenses
129,624

 
(5,850
)
[E]
 
123,774

General and administrative expenses
37,013

 
(15,857
)
[F]
 
21,156

Total costs and expenses
269,564

 
(63,871
)
[G]
 
205,693

Loss from operations
(117,388
)
 
63,871

[G]
 
(53,517
)
Loss from continuing operations
(167,621
)
 
59,646

[H]
 
(107,975
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(167,621
)
 
 
 
 
$
(107,975
)
Depreciation and amortization
60,763

 
 
 
 
60,763

Interest expense, net
54,530

 
 
 
 
54,530

Income tax expense
807

 
 
 
 
520

EBITDA and Adjusted EBITDA from continuing operations
$
(51,521
)
 
 
 
 
$
7,838


Description of 2016 Special Items:
[E]
Special items primarily includes the loss on sale of underutilized assets and environmental clean-up charges.
[F]
Primarily attributable to stock-based compensation, non-routine legal and professional fees, and capital reorganization costs of $14.3 million incurred for the debt exchange executed in 2016
[G]
Primarily includes the aforementioned adjustments along with long-lived asset impairment charges for assets classified as assets-held-for-sale in the Northeast division of $2.4 million and the Southern division of $2.4 million, as well as impairment charges of $31.7 million for the Rocky Mountain division and $5.7 million for the Northeast division.
[H]
Primarily includes the aforementioned adjustments, along with a charge of $0.7 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of an amendment to our Predecessor Revolving Facility, a gain of $3.3 million associated with the change in fair value of the derivative warrant liability, and a gain on the sale of Underground Solutions, Inc. for $1.7 million. Additionally, our effective tax rate for the twelve months ended December 31, 2016 was 0.5% and has been applied to the special items accordingly.

15



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATIONS (continued)
(In thousands) (Unaudited)

Reconciliation of Free Cash Flow from Continuing Operations

 
 
Year Ended
 
 
December 31,
 
 
2017 [1]
 
2016
Net cash used in operating activities from continuing operations
 
$
(25,410
)
 
$
(26,251
)
Less: net cash capital expenditures [2]
 
1,737

 
6,870

Free Cash Flow
 
$
(23,673
)
 
$
(19,381
)
[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.
[2]
Purchases of property, plant and equipment, net of proceeds received from sales of property, plant and equipment


Year-Over-Year Revenue Growth by Price, Activity and Acquisition

 
 
Three Months Ended
 
Year Ended
 
 
December 31, 2017
 
December 31, 2017 [1]
Total Revenue Growth
 
$
10,648

 
29.8
%
 
$
23,895

 
15.7
%
 
 
 
 
 
 
 
 
 
Breakdown of Total Revenue Growth:
 
 
 
 
 
 
 
 
   Price
 
3,646

 
10.2

 
5,892

 
3.9

   Activity
 
7,002

 
19.6

 
18,003

 
11.8

   Acquisition
 

 

 

 

 
 
$
10,648

 
29.8
%
 
$
23,895

 
15.7
%
[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.


Year-Over-Year Adjusted EBITDA Growth by Price, Activity, Acquisition, and Corporate

 
 
Three Months Ended
 
Year Ended
 
 
December 31, 2017
 
December 31, 2017 [1]
Total Adjusted EBITDA Growth
 
$
2,608

 
102.9
 %
 
$
5,484

 
70.0
%
 
 
 
 
 
 
 
 
 
Breakdown of Total Adjusted EBITDA Growth:
 
 
 
 
 
 
 
 
   Price
 
3,263

 
128.8

 
4,876

 
62.2

   Activity/Expense
 
(527
)
 
(20.8
)
 
502

 
6.4

   Acquisition
 

 

 

 

   Corporate
 
(128
)
 
(5.1
)
 
106

 
1.4

 
 
$
2,608

 
102.9
 %
 
$
5,484

 
70.0
%
[1]
For illustrative purposes, the Company has combined the Successor and Predecessor periods to derive combined results for the year ended December 31, 2017.


16



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
SUPPLEMENTAL COMPANY AND INDUSTRY DATA
(Unaudited)

Company Assets and Utilization by Revenue Source

 
 
Year Ended
 
 
December 31, 2017
Water Trucks:
 
 
   Count (approximate)
 
550

   % Utilized [1]
 
52.0
%
 
 
 
Salt Water Disposal Wells:
 
 
   Count
 
48

   % Utilized [2]
 
36.0
%
 
 
 
Haynesville Pipeline:
 
 
   % Utilized [2] [3]
 
46% - 89%

[1]
Trucking utilization assumes a five day work-week and running twelve hours per day.

[2]
Salt Water Disposal Well and Pipeline utilization is calculated based on functional capacity rather than permitted capacity. Functional capacity reflects any factors limiting volume such as pressure limits, pump or tank capacity, etc. and can potentially be increased with additional capital investment.
[3]
The range of utilization for the Haynesville Pipeline represents the high and low for the year.


Industry Statistics for the Basins in which Nuverra Operates

 
 
Average for the
Year Ended
 
Average for the
Year Ended
 
Year-Over-Year
 
 
December 31, 2017
 
December 31, 2016
 
Growth %
Pricing:
 
 
 
 
 
 
   Oil price per barrel
 
$
50.80

 
$
43.29

 
17.3
 %
   Natural gas price per tcf
 
$
2.99

 
$
2.52

 
18.7
 %
 
 
 
 
 
 
 
Operating Rigs
 
227

 
132

 
72.0
 %
 
 
 
 
 
 
 
Oil Production (barrels in thousands)
 
2,423

 
2,451

 
(1.1
)%
 
 
 
 
 
 
 
Natural Gas Production (Mcf/d)
 
38,755

 
36,229

 
7.0
 %
 
 
 
 
 
 
 
Wells Completed
 
4,469

 
3,380

 
32.2
 %
 
 
 
 
 
 
 
Drilled Uncompleted Ending Inventory
 
3,134

 
2,955

 
6.1
 %



17