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Emergence from Chapter 11 and Fresh Start Accounting (Tables)
12 Months Ended
Dec. 31, 2017
Reorganizations [Abstract]  
Reconciliation of the Enterprise Value to the Estimated Fair Value of Successor Common Stock
The following table reconciles the enterprise value to the estimated fair value of Successor common stock par value $0.01 per share (“Successor Common Stock”), as of the Effective Date (in thousands, except share and per share value):    
Enterprise value
$
525,000

Plus: Cash and cash equivalents and restricted cash
101,304

Plus: Non-operating assets
11,324

Fair value of invested capital
637,628

Less: Fair value of Term Loan
(152,838
)
Less: Fair value of Capital Leases
(70,382
)
Stockholders' equity at December 31, 2016
$
414,408

Shares outstanding at December 31, 2016
25,998,844

 
 
Per share value
$
15.94

Fair Value Assumptions
The fair value of the Warrants was estimated using a Black-Scholes pricing model with the following assumptions:
Stock price
$14.66
Strike price
$55.25
Expected volatility
55.7
%
Expected dividend rate

Risk free interest rate
2.35
%
Expiration date
December 23, 2023

Reconciliation of Enterprise Value to Estimated Reorganization Value
The following table reconciles the enterprise value to the estimated reorganization value as of the Effective Date (in thousands):
Enterprise Value
$
525,000

Plus: Cash and cash equivalents and restricted cash
101,304

Plus: Other non-operating assets
11,324

Fair Value of Invested Capital
637,628

Plus: Current liabilities, excluding current portion of long-term debt
101,353

Plus: Non-current liabilities
29,179

Reorganization Value of Successor Assets
$
768,160

Schedule of Reorganization and Fresh-Start Adjustments
The adjustments set forth in the following consolidated balance sheet reflect the effect of the consummation of the transactions contemplated by the Plan (reflected in the column “Reorganization Adjustments”) as well as estimated fair value adjustments as a result of the adoption of fresh start accounting (reflected in the column “Fresh Start Adjustments”). The explanatory notes highlight methods used to determine estimated fair values or other amounts of assets and liabilities, as well as significant assumptions.
 
 
As of December 31, 2016
 
 
Predecessor Company
 
Reorganization Adjustments
 
 
Fresh Start Adjustments
 
 
Successor Company
 
 
(in thousands, except share amounts)
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
27,308

 
$
71,567

A
 
$

 
 
$
98,875

Restricted cash
 
8,391

 
(5,962
)
B
 

 
 
2,429

Trade accounts receivable
 
108,655

 

 
 

 
 
108,655

Accounts receivable - related parties
 
31

 

 
 

 
 
31

Income tax receivable
 
1,271

 

 
 

 
 
1,271

Inventories
 
35,691

 

 
 

 
 
35,691

Prepaid expenses
 
15,575

 

 
 

 
 
15,575

Other current assets
 
8,506

 

 
 
(6,503
)
M
 
2,003

Total current assets
 
205,428

 
65,605

 
 
(6,503
)
 
 
264,530

Property and equipment, net
 
667,239

 

 
 
(178,391
)
N
 
488,848

Deferred debt costs, net of amortization
 
1,249

 
66

C
 
(1,315
)
O
 

Other intangible assets, net of amortization
 
57,227

 

 
 
(53,769
)
P
 
3,458

Other assets
 
11,324

 

 
 

 
 
11,324

Total assets
 
$
942,467

 
$
65,671

 
 
$
(239,978
)
 
 
$
768,160

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities not subject to compromise:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
47,932

 
$
27

D
 
$

 
 
$
47,959

Accrued expenses
 
65,056

 
(13,879
)
E
 
152

 
 
51,329

Current portion of long-term debt
 
76,865

 
(36,740
)
F
 
(1,657
)
Q
 
38,468

Other current liabilities
 
2,065

 

 
 

 
 
2,065

Total current liabilities
 
191,918

 
(50,592
)
 
 
(1,505
)
 
 
139,821

Long-term liabilities not subject to compromise:
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
39,570

 
162,525

G
 
(17,343
)
R
 
184,752

Deferred tax liabilities
 
663

 

 
 
(663
)
S
 

Other long-term liabilities
 
29,179

 

 
 

 
 
29,179

Total liabilities not subject to compromise
 
261,330

 
111,933

 
 
(19,511
)
 
 
353,752

Liabilities subject to compromise
 
979,437

 
(979,437
)
H
 

 
 

Total liabilities
 
1,240,767

 
(867,504
)
 
 
(19,511
)
 
 
353,752

Stockholders' equity:
 
 
 
 
 
 
 
 
 
 
Predecessor common stock, $0.01 par value:
 
435

 
(435
)
I
 

 
 

Predecessor paid-in capital
 
387,269

 

 
 
(387,269
)
J
 

Predecessor treasury stock
 
(7,519
)
 
7,519

L
 

 
 

Successor preferred stock, $0.01 par value:
 

 

 
 

 
 

Successor common stock; $0.01 par value; 
 

 
261

I
 

 
 
261

Successor additional paid-in capital
 

 
410,540

J
 
7,084

J
 
417,624

Retained deficit
 
(678,485
)
 
518,767

K
 
159,718

T
 

Successor treasury stock
 

 
(3,477
)
L
 

 
 
(3,477
)
Total stockholders' equity
 
$
(298,300
)
 
$
933,175

 
 
$
(220,467
)
 
 
$
414,408

Total liabilities and stockholder's equity
 
$
942,467

 
$
65,671

 
 
$
(239,978
)
 
 
$
768,160

Reorganization Adjustments
A.    Reflects the cash receipts (payments) from implementation of the Prepackaged Plan (in thousands):    
Record receipt of $125 million under the Rights Offering for New Convertible Notes deemed to have been converted to Successor Common Stock
$
125,000

Capital Lease Fees & Expenses
(62
)
Creditors' professional fees transferred to Fee Escrow Account
(6,630
)
Debtors' professional fees transferred to Fee Escrow Account
(9,526
)
Fees for establishing the Fee Escrow Account
(5
)
Payment of ABL Facility Claims on account of fees, charges, or other amounts payable under the ABL Credit Agreement.
(66
)
Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
(618
)
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
(41
)
Payment of closing fees & expenses for the Amended and Restated ABL Credit Agreement
(1,610
)
Payment of Debtor in Possession Facility Claims, Fees and Accrued Interest
(40,296
)
Payment of Fees and Expenses under Debtor in Possession Facility Order
(452
)
Payments to 2019 & 2022 Notes Indenture Trustees
(89
)
Release of restricted cash to unrestricted cash
5,962

Net Cash Receipts
$
71,567


B.    Reflects the release of restricted cash to unrestricted cash.
C.    Reflects the fees to reinstate the Asset Based Loan under the Prepackaged Plan.
D.    Rights offering expense for filing with the SEC.
E.    Reflects payment (receipts) of expenses incurred as part of the reorganization and paid in accordance with the Prepackaged Plan upon emergence (in thousands).
Debtors' professional fees transferred to Fee Escrow Account
$
9,526

Creditors' professional fees transferred to Fee Escrow Account
6,630

Payment of Debtor in Possession Facility Claims
1,907

Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
618

Payment of Fees and Expenses under Debtor in Possession Facility Order
452

Payments to 2019 & 2022 Notes Indenture Trustees
89

Income tax withholding
(3,477
)
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
(1,866
)
Net Payment of Accrued Expenses
$
13,879


F.    Repayment of the Debtor in Possession Financing of $38.4 million partially offset by the reinstatement of short-term portion of the Term Loan debt of $1.6 million in accordance with the Prepackaged Plan
G.    Reinstatement of long-term debt in accordance with the Prepackaged Plan.     
H.    Liabilities subject to compromise were settled as follows in accordance with the Prepackaged Plan (in thousands):
Outstanding principal amount of Term Loan
$
164,175

Accrued interest on Term Loan
1,866

Outstanding Unsecured Notes
775,000

Accrued interest on Unsecured Notes
38,396

Balance of Liabilities Subject to Compromise
979,437

 
 
To reinstate the outstanding principal amount of Term Loan under the Amended and Restated Term Loan Facility.
$
(164,175
)
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
(1,866
)
Record issuance of equity to holders of Unsecured Notes
(273,103
)
Recoveries pursuant to the Prepackaged Plan
(439,144
)
 
 
Net Gain on Debt Discharge
$
540,293


I.    Cancellation of Predecessor equity to additional paid-in capital and distribution of 26,095,431 shares of Successor Common Stock at par value of $0.01 per share.    
 
 
 
 
Shares Issued
Rights Offering
 
 
 
10,825,620

Stock to Predecessor shareholders
 
 
 
75,001

Management Incentive Plan (MIP)
 
 
 
269,810

Stock to Senior Note claimants
 
 
 
14,925,000

Total Successor Shares Issued
 
 
 
26,095,431


J.    Record additional paid-in capital adjustments on elimination of Predecessor equity and issuance of shares of Successor Common Stock.    
K.    Reflects the cumulative impact of the reorganization adjustments on retained deficits discussed above (in thousands):
Net Gain on Debt discharge
 
$
540,293

Capital lease fees and expenses
 
(62
)
Fees for establishing the fee escrow account
 
(5
)
Issuance of warrants per terms of the Plan and the Warrant Agreement
 
(8,358
)
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
 
(42
)
Payment of closing fees and expenses for the Amended and Restated ABL Credit Agreement
 
(1,610
)
Record distribution of 0.5% of the 15 million shares of Successor Common Stock
 (subject to dilution) to holders of Existing Equity Interests.
 
(1,372
)
Restricted stock amortization expense
 
(216
)
Record issuance of shares for initially vested RSUs under MIP
 
(9,861
)
Net retained earnings impact resulting from implementation of the Prepackaged Plan
 
$
518,767


L.    Elimination of Predecessor Treasury Stock and withholding on shares issued under MIP.
Fresh Start Adjustments
M.    Impairment of assets held for sale.
N.    Reflects a $178.4 million reduction in the net book value of property and equipment to estimated fair value.
The following table summarizes the components of property and equipment, net of the Predecessor Company and Successor Company (in thousands):
 
Successor
Predecessor
 Land
$
21,010

$
22,135

 Buildings and improvements
39,588

74,263

 Well service units and equipment
96,365

349,001

 Fracturing/test tanks
75,506

354,398

 Pumping equipment
85,247

345,991

 Fluid services equipment
57,359

265,599

 Disposal facilities
47,507

161,220

 Contract drilling equipment
12,257

112,289

 Rental equipment
32,582

96,724

 Light vehicles
12,722

65,434

 Software
641

21,914

 Other
3,885

13,533

 Construction equipment
1,485

15,223

 Brine and fresh water stations
2,694

16,035

 
488,848

1,913,759

Less accumulated depreciation and amortization

1,246,520

 Total
$
488,848

$
667,239


O.    Elimination of deferred debt costs.
P.    Reflects a $53.8 million reduction of the net book value of intangible assets.
Q.    Discount to fair market value of current portion of capital leases of $1.7 million, and increase in the fair market value of operating leases of $0.2 million.
R.    Discount to fair market value of Term Loan of $11.4 million and long-term portion of capital leases of $6 million.
S.     Elimination of deferred tax liabilities.
T.    Reflects the cumulative impact of fresh start adjustments as discussed above (in thousands):
Retained Deficit Adjustments
 
 
Eliminate historical loss from Predecessor
 
$
(678,485
)
Eliminate retained deficit due to Prepackaged Plan Effects upon emergence
 
518,767

Net retained deficit impact of fresh start accounting
 
$
(159,718
)
Net Cash Receipts (Payments) from Implementation of the Plan
Reflects the cash receipts (payments) from implementation of the Prepackaged Plan (in thousands):    
Record receipt of $125 million under the Rights Offering for New Convertible Notes deemed to have been converted to Successor Common Stock
$
125,000

Capital Lease Fees & Expenses
(62
)
Creditors' professional fees transferred to Fee Escrow Account
(6,630
)
Debtors' professional fees transferred to Fee Escrow Account
(9,526
)
Fees for establishing the Fee Escrow Account
(5
)
Payment of ABL Facility Claims on account of fees, charges, or other amounts payable under the ABL Credit Agreement.
(66
)
Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
(618
)
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
(41
)
Payment of closing fees & expenses for the Amended and Restated ABL Credit Agreement
(1,610
)
Payment of Debtor in Possession Facility Claims, Fees and Accrued Interest
(40,296
)
Payment of Fees and Expenses under Debtor in Possession Facility Order
(452
)
Payments to 2019 & 2022 Notes Indenture Trustees
(89
)
Release of restricted cash to unrestricted cash
5,962

Net Cash Receipts
$
71,567

Expenses Incurred and Paid in Accordance With the Plan of Reorganization
Reflects payment (receipts) of expenses incurred as part of the reorganization and paid in accordance with the Prepackaged Plan upon emergence (in thousands).
Debtors' professional fees transferred to Fee Escrow Account
$
9,526

Creditors' professional fees transferred to Fee Escrow Account
6,630

Payment of Debtor in Possession Facility Claims
1,907

Payment of ABL Facility Claims on account of interest payable under the ABL Credit Agreement.
618

Payment of Fees and Expenses under Debtor in Possession Facility Order
452

Payments to 2019 & 2022 Notes Indenture Trustees
89

Income tax withholding
(3,477
)
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
(1,866
)
Net Payment of Accrued Expenses
$
13,879

Liabilities Subject to Compromise
Liabilities subject to compromise were settled as follows in accordance with the Prepackaged Plan (in thousands):
Outstanding principal amount of Term Loan
$
164,175

Accrued interest on Term Loan
1,866

Outstanding Unsecured Notes
775,000

Accrued interest on Unsecured Notes
38,396

Balance of Liabilities Subject to Compromise
979,437

 
 
To reinstate the outstanding principal amount of Term Loan under the Amended and Restated Term Loan Facility.
$
(164,175
)
To reinstate claim deemed to be accrued and unpaid interest under the Amended and Restated Term Loan.
(1,866
)
Record issuance of equity to holders of Unsecured Notes
(273,103
)
Recoveries pursuant to the Prepackaged Plan
(439,144
)
 
 
Net Gain on Debt Discharge
$
540,293

Shares Issued As a Result of Reorganization
 
 
 
 
Shares Issued
Rights Offering
 
 
 
10,825,620

Stock to Predecessor shareholders
 
 
 
75,001

Management Incentive Plan (MIP)
 
 
 
269,810

Stock to Senior Note claimants
 
 
 
14,925,000

Total Successor Shares Issued
 
 
 
26,095,431

Cumulative Impact of Reorganization Adjustments
Reflects the cumulative impact of the reorganization adjustments on retained deficits discussed above (in thousands):
Net Gain on Debt discharge
 
$
540,293

Capital lease fees and expenses
 
(62
)
Fees for establishing the fee escrow account
 
(5
)
Issuance of warrants per terms of the Plan and the Warrant Agreement
 
(8,358
)
Payment of Allowed Term Loan Claim on account of fees, charges, or other amounts payable under the Term Loan Agreement
 
(42
)
Payment of closing fees and expenses for the Amended and Restated ABL Credit Agreement
 
(1,610
)
Record distribution of 0.5% of the 15 million shares of Successor Common Stock
 (subject to dilution) to holders of Existing Equity Interests.
 
(1,372
)
Restricted stock amortization expense
 
(216
)
Record issuance of shares for initially vested RSUs under MIP
 
(9,861
)
Net retained earnings impact resulting from implementation of the Prepackaged Plan
 
$
518,767

Summary of Components of Property and Equipment
The following table summarizes the components of property and equipment (in thousands):
 
 
December 31,
 
 
December 31,
 
 
2017
 
 
2016
Land
 
$
21,217

 
 
$
21,010

Buildings and improvements
 
40,043

 
 
39,588

Well service units and equipment
 
113,657

 
 
96,365

Fracturing/test tanks
 
111,172

 
 
75,506

Pumping equipment
 
116,127

 
 
85,247

Fluid services equipment
 
79,711

 
 
57,359

Disposal facilities
 
51,363

 
 
47,507

Contract drilling equipment
 
10,967

 
 
12,257

Rental equipment
 
34,643

 
 
32,582

Light vehicles
 
19,869

 
 
12,722

Software
 
817

 
 
641

Other
 
4,092

 
 
3,885

Construction equipment
 
2,338

 
 
1,485

Brine and fresh water stations
 
2,704

 
 
2,694

 
 
608,720

 
 
488,848

Less accumulated depreciation and amortization
 
(106,141
)
 
 

Property and equipment, net
 
$
502,579

 
 
$
488,848

The following table summarizes the components of property and equipment, net of the Predecessor Company and Successor Company (in thousands):
 
Successor
Predecessor
 Land
$
21,010

$
22,135

 Buildings and improvements
39,588

74,263

 Well service units and equipment
96,365

349,001

 Fracturing/test tanks
75,506

354,398

 Pumping equipment
85,247

345,991

 Fluid services equipment
57,359

265,599

 Disposal facilities
47,507

161,220

 Contract drilling equipment
12,257

112,289

 Rental equipment
32,582

96,724

 Light vehicles
12,722

65,434

 Software
641

21,914

 Other
3,885

13,533

 Construction equipment
1,485

15,223

 Brine and fresh water stations
2,694

16,035

 
488,848

1,913,759

Less accumulated depreciation and amortization

1,246,520

 Total
$
488,848

$
667,239

Cumulative Impact of Fresh-Start Adjustments
Reflects the cumulative impact of fresh start adjustments as discussed above (in thousands):
Retained Deficit Adjustments
 
 
Eliminate historical loss from Predecessor
 
$
(678,485
)
Eliminate retained deficit due to Prepackaged Plan Effects upon emergence
 
518,767

Net retained deficit impact of fresh start accounting
 
$
(159,718
)