10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

__________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission File Number: 001-33816

__________________________________

__________________________________

Delaware	26-0287117
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

14624 N. Scottsdale Rd., Suite 300, Scottsdale, Arizona 85254

(602) 903-7802

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

The number of shares outstanding of the registrant’s common stock as of August 3, 2015 was 28,092,698.

TABLE OF CONTENTS

PART I —FINANCIAL INFORMATION		5
Item 1.	Unaudited Condensed Consolidated Financial Statements	5
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	5
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II – OTHER INFORMATION		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

2

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including, but not limited to, statements regarding:

• future financial performance and growth targets or expectations;

• market and industry trends and developments;

• the potential benefits of our completed and any future merger, acquisition, disposition and financing transactions; and

• plans to increase operational capacity, including additional trucks, saltwater disposal wells, frac tanks, landfills, processing and treatment facilities and pipeline construction or expansion.

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,” “will,” “should,” “would,” “could,” “potential,” “future,” “continue,” “ongoing,” “forecast,” “project,” “target” or similar expressions, and variations or negatives of these words.

These forward-looking statements are based on information available to us as of the date of this Quarterly Report and our current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. Future performance cannot be ensured, and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include:

• financial results that may be volatile and may not reflect historical trends due to, among other things, changes in commodity prices or general market conditions, acquisition and disposition activities, fluctuations in consumer trends, pricing pressures, changes in raw material or labor prices or rates related to our business and changing regulations or political developments in the markets in which we operate;

• risks associated with our indebtedness, including our ability to manage our liquidity needs and to comply with covenants under our credit facilities, including the indenture governing our notes;

• risks associated with our capital structure, including our ability to access necessary funding under our existing or future credit facilities, which is subject to restrictive covenants and other contractual and borrowing base limitations, and to generate sufficient operating cash flow to meet our debt service obligations;

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

• difficulties in successfully executing our growth initiatives, including difficulties in permitting, financing and constructing pipelines and waste treatment assets and in structuring economically viable agreements with potential customers, financing sources and other parties;

• our ability to attract, motivate and retain key executives and qualified employees in key areas of our business;

• fluctuations in prices, transportation costs and demand for commodities such as oil and natural gas;

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

• risks associated with the operation, construction and development of saltwater disposal wells, solids and liquids treatment assets, landfills and pipelines, including access to additional locations and rights-of-way, unscheduled delays or inefficiencies and reductions in volume due to micro- and macro-economic factors or the availability of less expensive alternatives;

• risks associated with new technologies and the impact on our business;

• the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets;

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• changes in economic conditions in the markets in which we operate or in the world generally, including as a result of political uncertainty;

• reduced demand for our services due to regulatory or other influences related to extraction methods such as hydraulic fracturing, shifts in production among shale areas in which we operate or into shale areas in which we do not currently have operations or the loss of key customers;

• the impact of changes in laws and regulation on waste management and disposal activities, including those impacting the delivery, storage, collection, transportation treatment and disposal of waste products, as well as the use or reuse of recycled or treated products or byproducts;

• control of costs and expenses;

• present and possible future claims, litigation or enforcement actions or investigations;

• natural disasters, such as hurricanes, earthquakes and floods, or acts of terrorism, or extreme weather conditions, that may impact our corporate headquarters, assets, including wells or pipelines, distribution channels, or which otherwise disrupt our or our customers’ operations or the markets we serve;

• the threat or occurrence of international armed conflict;

• the unknown future impact on our business from legislation and governmental rulemaking, including the Affordable Care Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules to be promulgated thereunder;

• risks involving developments in environmental or other governmental laws and regulations in the markets in which we operate and our ability to effectively respond to those developments including laws and regulations relating to oil and gas extraction businesses, particularly relating to water usage, and the disposal, transportation and treatment of liquid and solid wastes; and

• other risks identified in this Quarterly Report or referenced from time to time in our filings with the United States Securities and Exchange Commission (the “SEC”).

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

Where You Can Find Other Information

Our website is www.nuverra.com. Information contained on our website is not part of this Quarterly Report on Form 10-Q. Information that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to or exhibits included in these reports are available for download, free of charge, on our website soon after such reports are filed with or furnished to the SEC. These reports and other information, including exhibits filed or furnished therewith, are also available at the SEC’s website at www.sec.gov. You may also obtain and copy any document we file with or furnish to the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

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NUVERRA ENVIRONMENTAL SOLUTIONS, INC.

PART I—FINANCIAL INFORMATION

Item  1. Financial Statements.

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	June 30,			December 31,
	2015			2014
	(Unaudited)			(Note 1)
Assets
Cash and cash equivalents	$	34,634		$	13,367
Restricted cash	4,250			114
Accounts receivable, net of allowance for doubtful accounts of $5.4 and $7.6 million at June 30, 2015 and December 31, 2014, respectively	61,302			108,813
Inventories	3,252			4,413
Prepaid expenses and other receivables	8,892			4,147
Deferred income taxes	2,686			3,179
Other current assets	165			173
Current assets held for sale	1,972			20,466
Total current assets	117,153			154,672
Property, plant and equipment, net of accumulated depreciation of $187.2 and $155.8 million at June 30, 2015 and December 31, 2014, respectively	449,829			475,982
Equity investments	3,786			3,814
Intangibles, net	18,375			19,757
Goodwill	104,721			104,721
Other assets	14,328			17,688
Long-term assets held for sale	—			94,938
Total assets	$	708,192		$	871,572
Liabilities and Equity
Accounts payable	$	12,856		$	18,859
Accrued liabilities	33,717			43,395
Current portion of contingent consideration	8,783			9,274
Current portion of long-term debt	7,321			4,863
Financing obligation to acquire non-controlling interest	—			11,000
Current liabilities of discontinued operations	—			8,802
Total current liabilities	62,677			96,193
Deferred income taxes	2,956			3,448
Long-term portion of debt	516,183			592,455
Long-term portion of contingent consideration	—			550
Other long-term liabilities	3,812			3,874
Long-term liabilities of discontinued operations	—			22,105
Total liabilities	585,628			718,625
Commitments and contingencies
Common stock	30			29
Additional paid-in capital	1,369,098			1,365,537
Treasury stock	(19,786		)	(19,651		)
Accumulated deficit	(1,226,778		)	(1,192,968		)
Total equity of Nuverra Environmental Solutions, Inc.	122,564			152,947
Total liabilities and equity	$	708,192		$	871,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenue:
Non-rental revenue	$	85,530		$	107,299		$	192,540		$	217,143
Rental revenue	6,897			19,563			18,999			37,733
Total revenue	92,427			126,862			211,539			254,876
Costs and expenses:
Direct operating expenses	71,574			94,955			159,573			190,334
General and administrative expenses	9,697			22,457			22,397			39,252
Depreciation and amortization	18,296			21,370			35,778			42,281
Other, net	429			—			1,112			—
Total costs and expenses	99,996			138,782			218,860			271,867
Operating loss	(7,569		)	(11,920		)	(7,321		)	(16,991		)
Interest expense, net	(12,452		)	(12,969		)	(25,040		)	(25,019		)
Other income, net	400			472			721			52
Loss on extinguishment of debt	(1,011		)	—			(1,011		)	(3,177		)
Loss from continuing operations before income taxes	(20,632		)	(24,417		)	(32,651		)	(45,135		)
Income tax (expense) benefit	(15		)	(305		)	9			8,499
Loss from continuing operations	(20,647		)	(24,722		)	(32,642		)	(36,636		)
(Loss) income from discontinued operations, net of income taxes	(2,089		)	1,453			(1,168		)	1,912
Net loss attributable to common stockholders	$	(22,736	)	$	(23,269	)	$	(33,810	)	$	(34,724	)
Net loss per common share attributable to common stockholders:
Basic and diluted loss from continuing operations	$	(0.75	)	$	(0.97	)	$	(1.18	)	$	(1.45	)
Basic and diluted (loss) income from discontinued operations	(0.08		)	0.06			(0.04		)	0.08
Net loss per basic and diluted common share	$	(0.83	)	$	(0.91	)	$	(1.22	)	$	(1.37	)
Weighted average shares outstanding used in computing net loss per basic and diluted common share	27,679			25,524			27,546			25,273

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended
	June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(33,810	)	$	(34,724	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Income from discontinued operations, net of income taxes	(906		)	(1,912		)
Loss on the sale of TFI	2,074			—
Depreciation and amortization of intangible assets	35,778			42,281
Amortization of deferred financing costs and debt discounts, net	2,438			1,718
Stock-based compensation	1,516			1,408
Gain on disposal of property, plant and equipment	(1,312		)	(2,248		)
Bad debt expense	(208		)	1,014
Loss on extinguishment of debt	1,011			3,177
Deferred income taxes	1			(6,965		)
Other, net	316			1,147
Changes in operating assets and liabilities:
Accounts receivable	47,719			(10,857		)
Prepaid expenses and other receivables	(5,273		)	6,024
Accounts payable and accrued liabilities	(8,113		)	(3,429		)
Other assets and liabilities, net	1,105			(515		)
Net cash provided by (used in) operating activities from continuing operations	42,336			(3,881		)
Net cash (used in) provided by operating activities from discontinued operations	(708		)	2,880
Net cash provided by (used in) operating activities	41,628			(1,001		)
Cash flows from investing activities:
Proceeds from the sale of TFI	78,897			—
Proceeds from the sale of property, plant and equipment	3,448			3,810
Purchases of property, plant and equipment	(10,807		)	(23,943		)
Increase in restricted cash	(4,250		)	—
Net cash provided by (used in) investing activities from continuing operations	67,288			(20,133		)
Net cash used in investing activities from discontinued operations	(181		)	(2,262		)
Net cash provided by (used) in investing activities	67,107			(22,395		)
Cash flows from financing activities:
Proceeds from revolving credit facility	—			50,725
Payments on revolving credit facility	(81,647		)	(27,700		)
Payments for deferred financing costs	—			(734		)
Payments on vehicle financing and other financing activities	(7,765		)	(3,713		)
Net cash (used in) provided by financing activities from continuing operations	(89,412		)	18,578
Net cash used in financing activities from discontinued operations	(105		)	—
Net cash (used in) provided by financing activities	(89,517		)	18,578
Net increase (decrease) in cash and cash equivalents	19,218			(4,818		)
Cash and cash equivalents - beginning of period	15,416			9,212
Cash and cash equivalents - end of period	34,634			4,394
Less: cash and cash equivalents of discontinued operations - end of period	—			1,047
Cash and cash equivalents of continuing operations - end of period	$	34,634		$	3,347
Supplemental disclosure of cash flow information:
Cash paid for interest	$	21,787		$	19,869
Cash paid for taxes, net	209			273

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with the rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth herein. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, transactions and profits are eliminated in consolidation. All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted.

The Company’s condensed consolidated balance sheet as of December 31, 2014, included herein, has been derived from the audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015 (“2014 Annual Report on Form 10-K”). Unless stated otherwise, any reference to statement of operations items in these accompanying unaudited interim condensed consolidated financial statements refers to results from continuing operations. The Company has not included a statement of comprehensive income as there were no transactions to report in the periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been omitted from these financial statements and related notes pursuant to the rules and regulations of the SEC. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in the Company’s 2014 Annual Report on Form 10-K as well as other information it has filed with the SEC.

Reclassifications

Certain reclassifications and adjustments have been made to prior period amounts in the accompanying condensed consolidated statements of operations and cash flows and notes thereto in order to conform to the current year’s presentation including:

• Certain similar line items in the condensed consolidated statements of operations and cash flows have been combined to present a more concise and easier to follow presentation.

• As described in Note 13, the Company redefined its operating and reportable segments during the three months ended September 30, 2014 and as a result, prior year periods have been recast to conform to the current year segment presentation.

• A portion of certain non-medical insurance costs previously presented as a component of “General and administrative expenses” in the condensed consolidated statement of operations have been re-allocated and are now included in the line item “Direct operating expenses” as the Company believes these costs are directly related to the operations of the Company. Such costs were approximately $2.2 million and $4.0 million for the three and six months endedJune 30, 2014.

(2) Significant Accounting Policies

There have been no material changes or developments in the Company’s significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies that are “Critical Accounting Policies and Estimates” as disclosed in the Company’s 2014 Annual Report on Form 10-K.

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update will be added to Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements and ASC Topic 360, Property, Plant, and Equipment. The standard changes the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendment adds a requirement to the threshold for items held for sale or disposed of that the discontinuation of the component of the entity must also have a strategic shift with a major effect on operations and financial results. Additionally, an asset held for sale on acquisition will have to meet all of the held for sale criteria on the acquisition date. The amendment removed the prohibition of significant ongoing involvement in the operations of the component of the entity. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2014, which for the Company is the reporting period beginning January 1, 2015. The amendment does not apply to components classified as held for sale before the effective date and does not change the presentation of components previously classified as discontinued operations. As described in Note 14, during the fourth quarter of 2013, our board of directors approved and committed to a plan to divest Thermo Fluids Inc. ("TFI"), which comprised our previously reported

8

industrial solutions business segment. As a result, we considered TFI to be held for sale (through its sale in April 2015) and its assets and liabilities, results of operations and cash flows are presented as discontinued operations in the accompanying condensed consolidated financial statements for the three and six months endedJune 30, 2015 and 2014. The Company has assessed the impact of ASU No. 2014-08 and determined all criterion to be initially classified as held for sale have been qualitatively, quantitatively, and on the whole, substantially met with respect to the TFI sale.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications. The amendments in this update may be applied retrospectively or modified retrospectively effective for reporting periods beginning after December 15, 2016, which for the Company is the reporting period starting January 1, 2017. The Company is reviewing the guidance in ASU 2014-09 and has not concluded the impact, if any, on its condensed consolidated financial statements and has not determined its method of adoption. However, based upon the Company's preliminary assessment of ASU No. 2014-09, the Company does not believe the adoption of ASU 2014-09 will have a material impact on the Company’s condensed consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in this update will be added to the ASC as Topic 718, Compensation - Stock Compensation, and will require a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A performance condition is not considered in determining the award’s grant date fair value. Instead, it is considered when a company estimates the number of awards that will vest. Compensation cost is recognized when it is probable that the performance condition will be met. As such, the entity must reassess whether that is the case each reporting period and reverse any previously recognized compensation cost if it is no longer probable that the performance condition will be met. The amendment in this update may be applied prospectively for share-based payment awards granted or modified on or after the reporting period starting January 1, 2017, or retrospectively, using a modified retrospective approach. The Company is reviewing the guidance in ASU 2014-12 and does not believe the adoption of ASU 2014-12 will have a material impact on the Company’s condensed consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the Company in the first quarter of 2016 with early adoption permitted. The Company is reviewing the guidance in ASU 2014-15 and evaluating the impact ASU 2014-15 may have on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC Subtopic 835-30, Interest - Imputation of Interest.  The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities will be required to present debt issuance costs as a direct deduction from the face amount of the related note, rather than as a deferred charge.  Upon adoption, the amended guidance will affect the Company's classification of debt issuance costs, which are currently classified in "Other assets" in the condensed consolidated balance sheets.  The reclassification of debt issuance costs will effectively decrease "Other assets" and correspondingly decrease the respective long-term debt balances.  The amendments in this ASU require retrospective application, with related disclosures for a change in accounting principle.  Upon adoption, the Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of the adjusted prior period information and the effect of the change on the financial statement line items. For public business entities, the amendments in this ASU will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years.  Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning of 2016. The Company's total debt issuance costs as of June 30, 2015 were $14.0 million.

(3) Earnings Per Share

Basic and diluted loss per common share from continuing operations, basic and diluted loss per common share from discontinued operations and net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period. Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of common shares outstanding during the

9

period plus the additional weighted average common equivalent shares during the period. Common equivalent shares result from the assumed exercise of outstanding warrants, restricted stock and stock options, the proceeds of which are then assumed to have been used to repurchase outstanding shares of common stock. Inherently, stock warrants are deemed to be antidilutive when the average market price of the common stock during the period is less than the exercise prices of the stock warrants.

Pursuant to ASC Topic 260-10-45-18, an entity that reports a discontinued operation in a period shall use income (loss) from continuing operations, adjusted for preferred dividends, as the control number in determining whether potential common equivalent shares are dilutive or antidilutive. That is, the same number of potential common equivalent shares used in computing the diluted per-share amount for income (loss) from continuing operations shall be used in computing all other reported diluted per-share amounts even if those amounts would be antidilutive to their respective basic per-share amounts. For the three and six months endedJune 30, 2015 and 2014, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents were included in the computation of diluted EPS from continuing operations because the inclusion of such shares would be antidilutive based on the net losses from continuing operations reported for those periods. Accordingly, for the three and six month periods ended June 30, 2015 and 2014, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents were included in the computations of diluted EPS from loss from discontinued operations or diluted EPS from net loss per common share, because such shares were excluded from the computation of diluted EPS from continuing operations for those periods based on the guidance referenced above.

The following table presents the calculation of basic and diluted net loss per common share:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Numerator:
Loss from continuing operations	(20,647		)	(24,722		)	(32,642		)	(36,636		)
(Loss) income from discontinued operations	(2,089		)	1,453			(1,168		)	1,912
Net loss attributable to common stockholders	$	(22,736	)	$	(23,269	)	$	(33,810	)	$	(34,724	)
Denominator:
Weighted average shares—basic	27,679			25,524			27,546			25,273
Common stock equivalents	—			—			—			—
Weighted average shares—diluted	27,679			25,524			27,546			25,273
Basic and diluted loss per common share from continuing operations	$	(0.75	)	$	(0.97	)	$	(1.18	)	$	(1.45	)
Basic and diluted (loss) income per common share from discontinued operations	(0.08		)	0.06			(0.04		)	0.08
Net loss per basic and diluted common share	$	(0.83	)	$	(0.91	)	$	(1.22	)	$	(1.37	)
Antidilutive stock-based awards excluded	799			222			799			237

(4) Goodwill and Intangible Assets

Previous Impairments

The Company has recorded significant impairment charges in the past, most recently during the three months ended December 31, 2014. The Company believes the assumptions used in its previous impairment analyses were appropriate and resulted in reasonable estimates of fair values. In evaluating the reasonableness of the Company’s fair value estimates, the Company considers (among other factors) the relationship between its book value, the market price of its common stock and the fair value of its reporting units. At June 30, 2015 and August 3, 2015, the closing market prices of the Company’s common stock were $6.27 and $2.55 per share, respectively, compared to its book value per share of $4.36 as of June 30, 2015. The Company’s book value per share was less than its market price per share at June 30, 2015.  If the Company’s book value per share becomes greater than its market price per share for a sustained period in the future and there is continued downward pricing in services driven by oil and gas market forces, it would likely indicate the occurrence of events or changes that would cause the Company to perform additional impairment analyses which could result in revisions to its fair value estimates. While the Company believes that its estimates of fair value are reasonable, the Company will continue to monitor and evaluate this relationship.  Additionally, should actual results differ materially from the Company's projections, additional impairment would likely result.

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Intangible Assets

Intangible assets consist of the following:

	June 30, 2015								December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)
Customer relationships	$	11,731	$	(5,954	)	$	5,777	6.2	$	11,694	$	(5,133	)	$	6,561	6.6
Disposal permits	1,269		(370		)	899		5.7	1,269		(288		)	981		6.2
Customer contracts	17,352		(5,653		)	11,699		11.5	17,352		(5,137		)	12,215		12.0
	$	30,352	$	(11,977	)	$	18,375	9.5	$	30,315	$	(10,558	)	$	19,757	9.9

The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset.

(5) Fair Value Measurements

Measurements

Fair value represents an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 and the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value used significant unobservable inputs (Level 3) and were as follows:

	Fair Value
June 30, 2015
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	8,783
Financing obligation to acquire non-controlling interest	—
December 31, 2014
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	9,824
Financing obligation to acquire non-controlling interest	11,000

Contingent Consideration

The Company and its subsidiaries are liable for certain contingent consideration payments in connection with the performance of various acquisitions. The fair values of the contingent consideration obligations were determined using a probability-weighted income approach at the acquisition date and are revalued at each reporting date or more frequently if circumstances dictate based on changes in the discount periods and rates, changes in the timing and amount of the revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the performance measurements upon which the obligations are based. Contingent consideration is reported as "Current portion of contingent consideration" and "Long-term portion of contingent consideration" in the Company’s condensed consolidated balance sheets. Changes to the fair value of contingent consideration are recorded as "Other income, net" in the Company’s condensed consolidated statements of operations. Accretion expense related to the increase in the net present value of the contingent liabilities is included in interest

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expense for the period. The fair value measurement is based on significant inputs not observable in the market, which are referred to as Level 3 inputs.

Changes to contingent consideration obligations during the six months endedJune 30, 2015 and the year ended December 31, 2014 were as follows:

	June 30, 2015			December 31, 2014
Balance at beginning of period	$	9,824		$	15,457
Accretion	—			476
Cash payments	(909		)	(1,014		)
Issuances of stock	—			(3,789		)
Changes in fair value of contingent consideration, net	(132		)	(1,306		)
Balance at end of period	8,783			9,824
Less: current portion	(8,783		)	(9,274		)
Long-term portion of contingent consideration	$	—		$	550

Financing Obligation to Acquire Non-Controlling Interest

The fair value of the financing obligation to acquire non-controlling interest represents the present value of the Company’s right to acquire the remaining 49% interest in Appalachian Water Services, LLC (“AWS”) from the non-controlling interest holder at a fixed price of $11.0 million payable in shares of the Company’s common stock. The non-controlling interest holder had a put option to sell the remaining 49% to the Company under the same terms beginning in January 2015. In January 2015, the non-controlling interest holder provided notice to the Company of exercise of such put option. In June 2015, the Company purchased the remaining interest in AWS with a $4.0 million cash payment, included as a component of "Payments on vehicle financing and other financing activities" in the Company's condensed consolidated statements of cash flows, and $7.4 million note payable due in equal quarterly installments through April 2019.

Other

In addition to the Company’s assets and liabilities that are measured at fair value on a recurring basis, the Company is required by GAAP to measure certain assets and liabilities at fair value on a nonrecurring basis after initial recognition. Generally, assets, liabilities and reporting units are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. In connection with its impairment review of long-lived assets, the Company measures the fair value of its asset groups for those asset groups deemed not recoverable, based on Level 3 inputs consisting of the discounted future cash flows associated with the use and eventual disposition of the asset group. In connection with its goodwill impairment review, the Company measures the fair value of its reporting units using a combination of the discounted cash flow method and the guideline public company method. The discounted cash flow method is based on Level 3 inputs consisting primarily of the Company’s five-year forecast and utilizes forward-looking assumptions and projections as well as factors impacting long-range plans such as pricing, discount rates and commodity prices. The guideline public company method is based on Level 2 inputs and considers potentially comparable companies and transactions within the industries where the Company’s reporting units participate, and applies their trading multiples to the Company’s reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying entities that are specifically comparable to the Company’s reporting units, considering their diversity, relative sizes and levels of complexity.

Cost method investments are measured at fair value on a nonrecurring basis when deemed necessary, using observable inputs such as trading prices of the stock as well as using discounted cash flows, incorporating adjusted available market discount rate information and the Company’s estimates for liquidity risk.

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(6) Accrued Liabilities

Accrued liabilities consist of the following:

	June 30, 2015		December 31, 2014
Accrued payroll and employee benefits	$	6,382	$	12,566
Accrued insurance	6,138		6,830
Accrued legal and environmental costs	816		1,421
Accrued taxes	2,366		1,477
Accrued interest	8,450		8,570
Amounts payable to related party (Note 12)	—		114
Accrued operating costs	5,902		5,685
Accrued other	3,663		6,732
Total accrued liabilities	$	33,717	$	43,395

(7) Debt

Debt consists of the following at June 30, 2015 and December 31, 2014:

			June 30, 2015							December 31, 2014
	Interest Rate	Maturity Date	Unamortized Deferred Financing Costs		Fair Value of Debt (f)		Carrying Value of Debt			Carrying Value of Debt
ABL Facility (a)	2.43%	Jan. 2018	3,643		101,832		101,832			183,065
2018 Notes (b)	9.875%	Apr. 2018	10,330		300,000		400,000			400,000
Vehicle financings (c)	3.30%	Various	—		14,839		14,839			14,872
Note payable (d)	4.25%	Apr. 2019	—		7,371		7,371			—
Total debt			$	13,973	$	424,042	524,042			597,937
Original issue discount (e)							(760		)	(874		)
Original issue premium (e)							222			255
Total debt, net							523,504			597,318
Less: current portion							(7,321		)	(4,863		)
Long-term portion of debt							$	516,183		$	592,455

_____________________

(a) The interest rate presented represents the interest rate on the $195.0 million ABL Facility at June 30, 2015.

(b) The interest rate presented represents the coupon rate on the Company’s outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “2018 Notes”), excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually in April and October.

(c) Vehicle financings consist of installment notes payable and capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 3.30% and which mature in varying installments between 2015 and 2017. Installment notes payable and capital lease obligations were less than $0.1 million and $14.8 million, respectively, at June 30, 2015 and were $0.3 million and $14.6 million, respectively, at December 31, 2014.

(d) During the three months ended June 30, 2015, the Company settled its $11.0 million financing obligation to acquire the remaining 49% interest in AWS from the non-controlling interest holder with a $4.0 million cash payment and a $7.4 million note payable due in equal quarterly installments through April 2019.

(e) The issuance discount represents the unamortized difference between the $250.0 million aggregate principal amount of the 2018 Notes issued in April 2012 and the proceeds received upon issuance (excluding interest and fees). The issuance premium represents the unamortized difference between the proceeds received in connection with the November 2012 issuance of the 2018 Notes (excluding interest and fees) and the $150.0 million aggregate principal amount thereunder.

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(f) The estimated fair value of the Company’s 2018 Notes is based on quoted market prices as of June 30, 2015. The Company’s ABL Facility and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.

There have been no material changes or developments in the Company’s debt and its principal terms, except as described under ABL Facility Amendment below, from Note 10 to the consolidated financial statements of the Company’s 2014 Annual Report on Form 10-K.

Indebtedness

The Company is highly leveraged and a substantial portion of its liquidity needs result from debt service requirements and from funding its costs of operations and capital expenditures, including acquisitions.

ABL Facility Amendment

In connection with the closing of the TFI disposition, the Company entered into a Second Amendment, Consent and Release to Amended and Restated Credit Agreement (the “ABL Facility Amendment”), dated April 13, 2015, by and among the Company, Wells Fargo Bank, National Association, as agent, and the lenders named therein, which amends the ABL Facility. The ABL Facility Amendment reduced the maximum revolver availability from $245.0 million to $195.0 million and removed the accordion feature. Pricing of the ABL Facility remained the same other than corresponding changes reflecting the reduction of maximum revolver availability. The ABL Facility Amendment also reflects an updated appraisal for machinery and equipment that is used in the borrowing base formula. The Company did not incur any amendment fees associated with the ABL Facility Amendment. The Company wrote-off the unamortized deferred financing costs associated with its ABL Facility of approximately $1.0 million in the three months ending June 30, 2015.

Financial Covenants and Borrowing Limitations

The ABL Facility, as amended, requires, and any future credit facilities will likely require, the Company to comply with specified financial ratios that may limit the amount the Company can borrow under its ABL Facility. A breach of any of the covenants under the indenture governing the 2018 Notes (the “Indenture”) or the ABL Facility, as applicable, could result in a default. The Company's ability to satisfy those covenants depends principally upon its ability to meet or exceed certain positive operating performance metrics including, but not limited to, earnings before interest, taxes, depreciation and amortization, or EBITDA, and ratios thereof, as well as certain balance sheet ratios. Any debt agreements the Company enters into in the future may further limit its ability to enter into certain types of transactions.

The ABL Facility contains certain financial covenants that require the Company to maintain a senior leverage ratio and, upon the occurrence of certain specified conditions, a fixed charge coverage ratio. The senior leverage ratio is calculated as the ratio of senior secured debt to adjusted EBITDA (which includes net (loss) income plus certain items such as interest, taxes, depreciation, amortization, impairment charges, stock-based compensation and other adjustments as defined in the ABL Facility), and is limited to 3.0 to 1.0. The Company's $400.0 million of 2018 Notes are not secured and thus are excluded from the calculation of this ratio. The fixed charge coverage ratio, which only applies if excess availability under the ABL Facility falls below 12.5% of the maximum revolver amount, requires the ratio of adjusted EBITDA (as defined) less capital expenditures to fixed charges (as defined) to be at least 1.1 to 1.0. The senior leverage ratio and fixed charge coverage ratio covenants could have the effect of limiting the Company's availability under the ABL Facility, as additional borrowings would be prohibited if, after giving pro forma effect thereto, the Company would be in violation of either such covenant. As of June 30, 2015, the Company remained in compliance with its debt covenants and availability was $53.6 million; however, the Company's ratio of adjusted EBITDA to fixed charges was less than 1.1 to 1.0 (as calculated pursuant to the ABL Facility). As such, the Company's net availability was reduced by 12.5% of the maximum revolver amount, or $24.4 million, resulting in approximately $29.2 million of net availability as of June 30, 2015.

The maximum amount the Company can borrow under our ABL Facility is subject to contractual and borrowing base limitations which could significantly and negatively impact its future access to capital required to operate its business. In addition to the financial covenants described above, the ABL Facility contains certain customary limitations on the Company's ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain restricted payments such as dividends, dispose of assets or undergo a change in control. The ABL Facility's borrowing base limitations are based upon eligible accounts receivable and equipment. If the value of its accounts receivable or equipment decreases for any reason, or if some portion of its accounts receivable or equipment is deemed ineligible under the terms of its ABL Facility, the amount the Company can borrow under the ABL Facility could be reduced. These limitations could have a material adverse impact on the Company's liquidity and financial condition. In addition, the administrative agent for the Company's ABL Facility has the periodic right to perform an appraisal of the assets comprising the Company's borrowing base. If an appraisal results in a reduction of the borrowing base, then a portion of the outstanding indebtedness under the ABL Facility could become

14

immediately due and payable. Any such repayment obligation could have a material adverse impact on the Company's liquidity and financial condition.

The Indenture governing the 2018 Notes contains restrictive covenants on the incurrence of senior secured indebtedness, including incurring new borrowings under the ABL Facility, which would limit its ability to incur incremental new senior secured indebtedness in certain circumstances and access to capital if the Company's fixed charge coverage ratio falls below 2.0 to 1.0. To the extent that the fixed charge coverage ratio (as defined in the Indenture) is below 2.0 to 1.0, the Indenture prohibits the Company's incurrence of new senior secured indebtedness under the ABL Facility or any other secured credit facility, at that point in time, to the greater of $150.0 million and the amount of debt as restricted by the secured leverage ratio, which is the ratio of secured debt to EBITDA, of 2.0 to 1.0, as determined pursuant to the Indenture. The 2.0 to 1.0 fixed charge coverage ratio and secured leverage ratio are incurrence covenants, not a maintenance covenant. The covenants do not require repayment of existing borrowings incurred previously in accordance with the covenants, but rather limits new borrowings during any such period.

The ABL Facility and Indenture covenants described above are subject to important exceptions and qualifications. The Company's ability to comply with these covenants will likely be affected by some events beyond its control, and the Company cannot guarantee that it will satisfy those requirements. A breach of any of these provisions could result in a default under the Indenture, ABL Facility or other debt obligations, or any future credit facilities the Company may enter into, which could allow all amounts outstanding thereunder to be declared immediately due and payable, subject to the terms and conditions of the documents governing such indebtedness. If the Company was unable to repay the accelerated amounts, its secured lenders could proceed against the collateral granted to them to secure such indebtedness. This would likely in turn trigger cross-acceleration and cross-default rights under any other credit facilities and Indentures. If the amounts outstanding under the 2018 Notes or any other indebtedness outstanding at such time were to be accelerated or were the subject of foreclosure actions, the Company cannot guarantee that its assets would be sufficient to repay in full the money owed to the lenders or to its other debt holders. The Company was in compliance with its debt covenants as of June 30, 2015.

The Company may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on it by such restrictive covenants. These restrictions may also limit the Company's ability to plan for or react to market conditions, meet capital needs or otherwise restrict its activities or business plans and adversely affect its ability to finance its operations, enter into acquisitions, execute its business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in its interest. In the future, the Company may also incur debt obligations that might subject it to additional and different restrictive covenants that could affect its financial and operational flexibility. The Company cannot guarantee that it will be granted waivers or amendments to the Indenture governing the 2018 Notes, the ABL Facility or such other debt obligations if for any reason the Company is unable to comply with its obligations thereunder or that it will be able to refinance its debt on acceptable terms, or at all, should the Company seek to do so. Any such limitations on borrowing under the Company's ABL Facility could have a material adverse impact on the Company's liquidity.

(8) Restructuring and Exit Costs

In March 2015, the Company initiated a plan to restructure its business in certain shale basins and reduce costs, including an exit from the Mississippian ("MidCon") shale area and the Tuscaloosa Marine Shale logistics business. Additionally, the Company closed certain yards within the Northeast and Southern divisions and transferred the related assets to its other operating locations, primarily in the Eagle Ford shale basin. Based on costs incurred in connection with the initial phases of the restructuring plan, the Company currently estimates the total costs of the plan to be approximately $1.2 million, of which the Company recorded $0.4 million and $1.1 million during the three and six months endedJune 30, 2015. Additional costs are expected to be recorded in the third quarter of 2015 as they are incurred. The charges are characterized as "Other, net" in the accompanying condensed consolidated statements of operations for the three months and six months endedJune 30, 2015. Such costs consisted of the following:

	Three Months Ended		Six Months Ended
	June 30, 2015		June 30, 2015
Severance and termination benefits	$	424	$	664
Contract termination costs and exit costs	5		448
Total restructuring and exit costs	$	429	$	1,112

Approximately $0.6 million, $0.1 million and $0.4 million of the total charge was recorded in the Southern, Northeast and Corporate operating segments, respectively. The liability totaled approximately $0.6 million as of June 30, 2015 and is included

15

as "Accrued liabilities" in the condensed consolidated balance sheets. A rollforward of the restructuring and exit cost accruals through June 30, 2015 is as follows:

	Employee Termination Costs (a)			Lease Exit Costs (b)			Other Exit Costs (c)			Total
Restructuring and exit costs accrued at December 31, 2014	$	—		$	—		$	—		$	—
Restructuring and exit-related costs	668			292			152			1,112
Cash payments	(302		)	(82		)	(120		)	(504		)
Restructuring and exit costs accrued at June 30, 2015	$	366		$	210		$	32		$	608

_____________________

(a) Employee termination costs consist primarily of severance and related costs.

(b) Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company.

(c) Other exit costs include costs related to the movement of vehicles and rental fleet in connection with the exit from certain shale areas.

(9) Income Taxes

The following table shows the components of the income tax benefit for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Current income tax (expense) benefit	$	(15	)	$	1,534		$	10		$	1,534
Deferred income tax (expense) benefit	—			(1,839		)	(1		)	6,965
Total income tax (expense) benefit	$	(15	)	$	(305	)	$	9		$	8,499

The effective income tax (expense) benefit rate for the three and six months endedJune 30, 2015 was less than 0.1% which differs from the federal statutory benefit rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. The effective income tax (expense) benefit rate for the three and six months endedJune 30, 2014 was (1.2%) and 18.8% which differs from the federal statutory rate of 35.0% primarily due to an increase in the valuation allowance on deferred tax assets, which decreased the effective rate by 30.8% and 16.7%, respectively, and the tax impacts of state taxes, nondeductible expenses and income attributable to the minority shareholder of AWS.

The Company has significant deferred tax assets, consisting primarily of net operating losses (“NOLs”), which have a limited life, generally expiring between the years 2029 and 2035. Management regularly assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred this year and in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income. In light of the Company’s continued losses, in 2014 the Company determined that its deferred tax liabilities (excluding deferred tax liabilities included in discontinued operations) were not sufficient to fully realize its deferred tax assets. Accordingly, a valuation allowance is required against the portion of its deferred tax assets that is not offset by deferred tax liabilities.

(10) Share-based Compensation

We may grant stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other stock-based awards and cash-based awards to our employees, directors, consultants and advisors pursuant to the Heckmann Corporation 2009 Equity Incentive Plan (as amended, the “2009 Plan”).

Stock Options

The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. During the six months endedJune 30, 2015 and 2014 the Company granted 0.7 million and less than 0.1 million options pursuant to the 2009 Plan, respectively. Stock-based compensation cost is included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations and totaled approximately $0.1 million and $0.3 million for the three and six

16

months endedJune 30, 2015, respectively. Stock-based compensation cost totaled approximately $0.3 million and $0.4 million for the three and six months endedJune 30, 2014, respectively.

Restricted Stock

The Company measures the cost of employee and board of director services received in exchange for awards of restricted stock, based on the market value of the Company’s common shares at the date of grant. During the six months endedJune 30, 2015 and 2014, the Company did not grant any shares of restricted stock awards. During the six months endedJune 30, 2015, the Company did not release any shares of restricted stock awards. During the six months endedJune 30, 2014 the Company released less than 0.1 million shares of stock to certain employees upon the lapse of restrictions. Stock-based compensation expense for grants of restricted stock was approximately $0.1 million and $0.2 million for the three and six months endedJune 30, 2015, respectively. Stock-based compensation cost totaled approximately $0.3 million and $0.4 million for the three and six months endedJune 30, 2014, respectively.

Restricted Stock Units

The Company measures the cost of employee and board of director services received in exchange for awards of restricted stock units, based on the market value of the Company’s common shares at the date of grant. During the six months endedJune 30, 2015 the Company granted 0.2 million restricted stock units. Stock-based compensation expense for grants of restricted stock units was $0.5 million and $1.1 million for the three and six months endedJune 30, 2015, respectively, which is included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations. During the six months endedJune 30, 2014 the Company granted 0.3 million shares of restricted stock units and stock-based compensation expense for such grants was $0.5 million and $0.6 million for the three and six months endedJune 30, 2014, respectively.

(11) Legal Matters

Environmental Liabilities

The Company is subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. The Company’s continuing operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. The Company has installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law.

Management believes the Company is in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which the Company operates. The Company believes that there are no unrecorded liabilities as of the periods reported herein in connection with the Company’s compliance with applicable environmental laws and regulations. The condensed consolidated balance sheets at June 30, 2015 and December 31, 2014 included accruals totaling $0.5 million and $0.7 million, respectively, for various environmental matters, including the estimated costs to comply with a Louisiana Department of Environmental Quality requirement that the Company perform testing and monitoring at certain locations to confirm that prior pipeline spills were remediated in accordance with applicable requirements.

Litigation

There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against the Company, which arise in the ordinary course of business, including actions with respect to securities and shareholder class actions, personal injury, vehicular and industrial accidents, commercial contracts, legal and regulatory compliance, securities disclosure, labor and employment, and employee benefits and environmental matters, the more significant of which are summarized below. The Company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter.

The Company believes that it has valid defenses with respect to legal matters pending against it. Based on its experience, the Company also believes that the damage amounts claimed in the lawsuits disclosed below are not necessarily a meaningful indicator of the Company’s potential liability. Litigation is inherently unpredictable, and it is possible that the Company’s

17

results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against it.

Texas Cases

On June 4, 2012, a lawsuit was commenced in the District Court of Dimmit County, Texas, alleging wrongful death in a case involving a vehicle accident. The accident occurred in May 2012 and involved a truck owned by our subsidiary Heckmann Water Resources (CVR), Inc. (“CVR”) and one other vehicle. The case is captioned Jose Luis Aguilar, Individually; Eudelia Aguilar, Individually; Vanessa Arce, Individually; Eudelia Aguilar and Vanessa Arce, as Personal Representatives of the Estate of Carlos Aguilar; Clarissa Aguilar, as Next Friend of Carlos Aguilar, Jr., Alyssa Nicole Aguilar, Andrew Aguilar, Marcus Aguilar, and Kaylee Aguilar; and Elsa Quinones as Next Friend of Karime and Carla Aguilar, Plaintiffs vs. Heckmann Water Resources (CVR), Inc. and Ruben Osorio Gonzalez, Defendants. On December 5, 2013, a jury verdict was rendered against CVR in the amount of $281.6 million, which amount was subsequently reduced to $163.8 million by the Dimmit County court when the judgment was entered on January 7, 2014 and then subsequently further reduced to $105.2 million when the judgment was amended by the Dimmit County court on April 1, 2014. On January 29, 2014, a separate lawsuit was commenced in the District Court of Dimmit County, Texas captioned Clarissa Aguilar, as Next Friend of Carlos Aguilar, Jr., Alyssa Nicole Aguilar, Andrew Aguilar, Marcus Aguilar, and Kaylee Aguilar v. Zurich American Insurance Company, Heckmann Water Resources (CVR), Inc., Heckmann Water Resources Corp., and Nuverra Environmental Solutions, Inc. f/k/a Heckmann Corp., Cause No. 14-01-12176-DCV, seeking a declaratory judgment that Nuverra Environmental Solutions, Inc. and Heckmann Water Resources Corp. are the alter egos of CVR, and therefore these entities are jointly and severally liable for the judgment against CVR in the wrongful death action.

In June 2014, the Company entered into agreements to fully settle all claims relating to the foregoing lawsuits. The settlements were approved by the Dimmit County court on July 15, 2014. In connection with the settlement of these matters, the Company agreed to fund $5.5 million of the total settlement payments to fully resolve the matter, which was subsequently paid in July 2014, with the remainder of the total settlement payment funded by the Company’s insurer. The amount of the total settlement payment is confidential pursuant to the settlement agreements. These settlement agreements include all plaintiffs and the Company’s insurer and release the Company and all of its subsidiaries from all past and future claims or liabilities related to these matters. As a result of the settlement of these cases, the Company recorded expenses totaling $7.8 million during the year ended December 31, 2014 consisting of $5.5 million for the settlement payments and $2.3 million of additional related legal expenses. This case is now closed.

Shareholder Litigation

2010 Class Action

On May 21, 2010, Richard P. Gielata, an individual purporting to act on behalf of stockholders, served a class action lawsuit filed May 6, 2010 against the Company and various directors and officers of the Company in the United States District Court for the District of Delaware captioned In re Heckmann Corporation Securities Class Action (Case No. 1:10-cv-00378-JJF-MPT). On March 4, 2014, the Company reached an agreement in principle to settle this matter by entering into a Stipulation of Settlement with the plaintiffs, which resolved all claims asserted against the Company and the individual defendants in this case. Under the terms of the Stipulation of Settlement, which was subject to approval by the court, the Company agreed to a cash payment of $13.5 million, a portion of which came come from remaining insurance proceeds, as well as the issuance of 0.8 million shares of its common stock. The Company agreed to provide a floor value of $13.5 million on the equity portion of the settlement; however, at the time of final court approval of the Stipulation of Settlement (described below) the equity value of the settlement consideration exceeded this amount and, as a result, the number of shares to be issued as settlement consideration was fixed at 0.8 million. Cash payments of $6.1 million from the Company, and the remaining $7.4 million from insurance proceeds, were deposited into escrow in April 2014. The Stipulation of Settlement was approved by the court on June 26, 2014 and became effective on August 27, 2014. Pursuant to the court’s approval order, one-third of the 0.8 million settlement shares and one-third of the cash settlement consideration were awarded to co-lead plaintiffs’ counsel as attorneys’ fees (in addition to reimbursement of certain court-approved expenses from the cash portion of the settlement escrow). The remaining two-thirds of the 0.8 million settlement shares were deposited into escrow on August 22, 2014. On May 13, 2015 the court issued an order directing the distribution of the net settlement proceeds.

2013 Class Action

In September 2013, two separate but substantially-similar putative class action lawsuits were commenced in Federal court against the Company and certain of its current and former officers and directors alleging that the Company and the individual defendants made certain material misstatements and/or omissions relating to the Company’s operations and financial condition which caused the price of its shares to fall. By order dated October 29, 2013, the two putative class actions were consolidated and a consolidated complaint was filed. Defendants filed a motion to dismiss these claims in May 2014, and such motion was

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granted by the Court on November 17, 2014, whereby the forgoing class action was dismissed without prejudice. Plaintiffs were permitted by the Court to file a motion to amend the complaint and did so on December 8, 2014. Defendants filed their opposition to plaintiffs' motion to amend the complaint on December 22, 2014. On March 12, 2015, the Court issued an order denying plaintiffs' motion to amend the complaint as to certain claims, but granting plaintiffs' motion as to other claims. Plantiffs filed an amended complaint on March 19, 2015, and on March 23, 2015 the Company filed a motion to dismiss the amended complaint for failure to comply with the court’s March 12, 2015 order. Both parties filed subsequent pleadings. On June 24, 2015, the Court granted the Company's motion to dismiss plaintiffs' amended consolidated class action complaint and dismissed the case with prejudice. On July 24, 2015, plaintiffs filed a notice of appeal to the Ninth Circuit Court of Appeals. The Company believes these claims are without merit and the Company will continue to vigorously defend itself and the individual defendants in this action.

2013 Derivative Cases

In September and October 2013, three separate but substantially-similar shareholder derivative lawsuits were commenced in Federal court against the Company and certain of its current and former officers and directors alleging that members of the Company’s board of directors failed to prevent the issuance of certain misstatements and omissions and asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Defendants filed a motion to dismiss these claims in February 2014. On September 15, 2014, the Court dismissed the consolidated cases following its dismissal of the consolidated complaint and plaintiffs' failure to amend. Also in October 2013, two identical shareholder derivative lawsuits were commenced in Arizona state court against the Company and certain of the Company’s current officers and directors alleging breach of fiduciary duty, waste of corporate assets and unjust enrichment. By order dated January 28, 2014, these two actions were consolidated, and defendants filed a motion to dismiss these claims in June 2014. On July 22, 2014, the parties filed a joint stipulation to dismiss these cases with prejudice, which was granted by the Court on August 1, 2014, and no settlement payment was made. In the first quarter of 2015, the Company received a written demand from one of the plaintiffs in the derivative lawsuits requesting that the board of directors commence an independent investigation of certain matters and take appropriate action to recover for the Company any damages to which it may be entitled as a result of alleged breaches of fiduciary duties by certain of its current and former officers and directors. Such investigation has been commenced voluntarily by the Company and is ongoing.

AWS Arbitration Demand

On April 28, 2015, the holder of the non-controlling interest in AWS issued to the Company a Demand for Arbitration pursuant to the terms of the AWS operating agreement, relating to alleged breaches by the Company of certain of its obligations under the operating agreement. The Company and the non-controlling interest holder entered into a settlement of this matter in June 2015 whereby the Company purchased the remaining interest in AWS for $4.0 million in cash and a $7.4 million note payable due in equal quarterly installments through April 2019.

The Company does not expect that the outcome of other current claims and legal actions not discussed above will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

(12) Related Party and Affiliated Company Transactions

There have been no significant changes to the related party transactions with Richard J. Heckmann, the former Executive Chairman of the Company’s board of directors, and Mark D. Johnsrud, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, for the use of an aircraft, apartment rentals, purchases of fresh water for resale and use of land where certain of the Company’s saltwater disposal wells are situated as described in Note 18 to the consolidated financial statements included in the Company’s 2014 Annual Report on Form 10-K.

(13) Segments

The Company evaluates business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. As described previously, during the three months ended September 30, 2014 the Company completed the organizational realignment of its shale solutions business into three operating divisions, which the Company considers to be operating and reportable segments of its continuing operations: (1) the Northeast division comprising the Marcellus and Utica Shale areas, (2) the Southern division comprising the Haynesville, Eagle Ford, Mississippian and Permian Basin Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and losses from discontinued operations, as well as assets held for sale and certain other corporate assets.

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Financial information for the Company’s reportable segments related to continuing operations is presented below, including the Company's historical summary financial information for the three and six months endedJune 30, 2014, which has been recast to conform to the new segment presentation.

	Rocky Mountain		Northeast			Southern			Corporate/ Other			Total
Three months ended June 30, 2015
Revenue	$	47,601	$	27,411		$	17,415		$	—		$	92,427
Direct operating expenses	36,107		21,996			13,471			—			71,574
General and administrative expenses	1,322		1,021			1,219			6,135			9,697
Depreciation and amortization	8,801		4,060			5,195			240			18,296
Operating income (loss)	1,371		295			(2,468		)	(6,767		)	(7,569		)
Income (loss) from continuing operations before income taxes	1,805		(200		)	(2,628		)	(19,609		)	(20,632		)
Six months ended June 30, 2015
Revenue	117,011		54,724			39,804			—			211,539
Direct operating expenses	84,532		43,492			31,549			—			159,573
General and administrative expenses	3,378		2,925			3,297			12,797			22,397
Depreciation and amortization	17,538		7,987			9,843			410			35,778
Operating income (loss)	11,563		197			(5,482		)	(13,599		)	(7,321		)
Income (loss) from continuing operations before income taxes	11,902		(187		)	(5,563		)	(38,803		)	(32,651		)
As of June 30, 2015
Total assets excluding those applicable to discontinued operations  (a)	393,969		91,430			152,491			68,330			706,220
Total assets held for sale	1,120		—			852			—			1,972
Three months ended June 30, 2014
Revenue	77,479		22,484			26,899			—			126,862
Direct operating expenses	53,252		18,433			23,270			—			94,955
General and administrative expenses	1,504		4,360			6,018			10,575			22,457
Depreciation and amortization	12,765		3,955			4,486			164			21,370
Operating income (loss)	9,958		(4,264		)	(6,875		)	(10,739		)	(11,920		)
Income (loss) from continuing operations before income taxes	9,904		(2,656		)	(8,739		)	(22,926		)	(24,417		)
Six months ended June 30, 2014
Revenue	159,385		41,659			53,832			—			254,876
Direct operating expenses	110,599		34,858			44,877			—			190,334
General and administrative expenses	4,599		6,284			9,371			18,998			39,252
Depreciation and amortization	25,434		7,828			8,692			327			42,281
Operating income (loss)	18,753		(7,311		)	(9,109		)	(19,324		)	(16,991		)
Income (loss) from continuing operations before income taxes	18,587		(5,890		)	(11,408		)	(46,424		)	(45,135		)
As of December 31, 2014
Total assets excluding those applicable to discontinued operations  (a)	442,784		102,593			168,191			42,600			756,168
Total assets held for sale	—		—			—			115,404			115,404

_____________________

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

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(14) Assets Held for Sale and Discontinued Operations

TFI

The Company's industrial solutions operating and reportable segment, TFI, has been classified as discontinued operations since the sale process with various prospective acquirers began in fourth quarter of 2013. In February, 2015, Nuverra entered into a definitive agreement with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-Kleen agreed to acquire TFI for $85.0 million in an all-cash transaction, subject to working capital adjustments.

On April 11, 2015, the Company and Safety-Kleen completed the TFI disposition as contemplated by the previously disclosed purchase agreement. Pursuant to the purchase agreement, $4.25 million of the purchase price was deposited into an escrow account to satisfy the Company’s indemnification obligations under the purchase agreement and is captured as "Restricted cash" in our condensed consolidating balance sheet. Any remaining balance in the escrow account will be released to the Company eighteen (18) months following the closing date. Pursuant to the purchase agreement, the purchase price paid at closing was adjusted based upon an estimated working capital adjustment, which is subject to post-closing reconciliation, to reflect TFI’s actual working capital (calculated in accordance with the purchase agreement) on the closing date. After giving effect to the indemnity escrow, the estimated working capital adjustment and the payment of transaction fees and other expenses, the amount of net cash proceeds used to reduce the outstanding balance under the ABL Facility on the closing date was approximately $74.6 million. The Company recorded a loss on the sale of TFI of $2.1 million as a component of "(Loss) income from discontinued operations, net of income taxes" in its consolidated statements of operations for the three and six months endedJune 30, 2015. The post-closing working capital reconciliation may result in an increase or decrease in the Company’s final net cash proceeds and the final loss on the sale of TFI.

The February 4, 2015 definitive agreement for the sale was for an amount that is below the carrying value of TFI's net assets. Based on the definitive agreement with Safety-Kleen, TFI recorded charges of approximately $74.4 million in the year ended December 31, 2014, reducing the estimated net recoverable value of its net assets to approximately $84.5 million at December 31, 2014. The charges were primarily related to a reduction of goodwill in the amount of $48.0 million, $26.4 million in intangible assets, as well as estimated additional transaction costs related to the sale.

The Company classified TFI as discontinued operations in its condensed consolidated statements of operations for the three and six months endedJune 30, 2015 and 2014. The assets and liabilities related to TFI are presented separately as "Assets held for sale" and "Liabilities of discontinued operations" in the Company’s condensed consolidated balance sheets at December 31, 2014.     

The following table provides selected financial information of discontinued operations related to TFI (includes TFI's results through the sale on April 11, 2015):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2015			2014		2015			2014
Revenue	$	1,603		$	29,759	$	19,100		$	57,404
(Loss) income from discontinued operations before income taxes	$	(15	)	$	1,422	$	1,171		$	3,577
Income tax benefit (expense)	—			31		(265		)	(1,665		)
(Loss) income from discontinued operations - before sale	$	(15	)	$	1,453	$	906		$	1,912
Loss on sale of TFI	(2,074		)	—		(2,074		)	—
(Loss) income from discontinued operations	$	(2,089	)	$	1,453	$	(1,168	)	$	1,912

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The carrying value of the assets and liabilities of TFI that are classified as held for sale in the accompanying condensed consolidated balance sheets at December 31, 2014 are as follows:

	December 31,
	2014
Assets:
Cash and cash equivalents	$	2,049
Accounts receivable, net	13,592
Inventories, net	2,011
Prepaid expenses and other receivables	2,545
Other current assets	269
Total current assets held for sale	20,466
Property, plant and equipment, net	28,366
Intangible assets, net	66,572
Total long-term assets held for sale	94,938
Total assets held for sale	$	115,404
Liabilities:
Accounts payable	$	4,544
Accrued expenses	4,214
Current portion of long-term debt	44
Total current liabilities of discontinued operations	8,802
Long-term portion of debt	61
Long-term liabilities of discontinued operations - deferred income taxes	22,044
Total liabilities of discontinued operations	30,907
Net assets held for sale	$	84,497

Other Assets Held for Sale

In June 2015, in connection with the Company's plan to restructure its business in certain shale basins and reduce costs, the Company began the sales process of certain of its tangible long-lived assets totaling approximately $2.0 million. As such, these assets are presented separately as "Current assets held for sale" in the Company’s condensed consolidated balance sheets at June 30, 2015. In July 2015, $2.0 million assets were sold for a net gain of approximately $0.5 million.

(15) Subsidiary Guarantors

The obligations of the Company under the 2018 Notes are jointly and severally, fully and unconditionally guaranteed by certain of the Company’s subsidiaries. Pursuant to the terms of the indenture governing the Indenture, the guarantees are full and unconditional, but are subject to release under the following circumstances:

• in connection with any sale, disposition or transfer of all or substantially all of the assets to a person that is not the Company or a subsidiary guarantor;

• in connection with any sale, disposition or transfer of all of the capital stock of that subsidiary guarantor to a person that is not the Company or a subsidiary guarantor;

• if the Company designates any restricted subsidiary that is a subsidiary guarantor to be an unrestricted subsidiary; or

• upon legal defeasance or the discharge of the Company’s obligations under the Indenture.

Although the guarantees are subject to release under the above described circumstances, we have concluded they are still deemed full and unconditional for purposes of Rule 3-10 of Regulation S-X because these circumstances are customary, and accordingly, the Company concluded that it may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met.

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The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly-owned subsidiaries (the “Guarantor Subsidiaries”) as of June 30, 2015 and December 31, 2014 and for the three and six months endedJune 30, 2015 and 2014. In June 2015, the Company purchased the remaining interest in AWS, previously a 51% owned non-guarantor subsidiary, and has recast the tables to reflect AWS as a part of the Guarantor Subsidiaries as of December 31, 2014 and for the three and six months endedJune 30, 2014. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2015

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	33,527		$	1,107	$	—		$	34,634
Restricted cash	4,250			—		—			4,250
Accounts receivable, net	—			61,302		—			61,302
Deferred income taxes	(314		)	3,000		—			2,686
Other current assets	5,856			6,453		—			12,309
Current assets held for sale	—			1,972		—			1,972
Total current assets	43,319			73,834		—			117,153
Property, plant and equipment, net	2,743			447,086		—			449,829
Equity investments	171,071			617		(167,902		)	3,786
Intangible assets, net	—			18,375		—			18,375
Goodwill	—			104,721		—			104,721
Other	432,232			54,338		(472,242		)	14,328
TOTAL ASSETS	$	649,365		$	698,971	$	(640,144	)	$	708,192
LIABILITIES AND EQUITY
Accounts payable	$	849		$	12,007	$	—		$	12,856
Accrued expenses	13,841			19,876		—			33,717
Current portion of contingent consideration	—			8,783		—			8,783
Current portion of long-term debt	—			7,321		—			7,321
Total current liabilities	14,690			47,987		—			62,677
Deferred income taxes	(33,839		)	36,795		—			2,956
Long-term portion of debt	501,294			14,889		—			516,183
Long-term portion of contingent consideration	—			—		—			—
Other long-term liabilities	44,656			431,398		(472,242		)	3,812
Long-term liabilities of discontinued operations	—			—		—			—
Total shareholders' equity	122,564			167,902		(167,902		)	122,564
TOTAL LIABILITIES AND EQUITY	$	649,365		$	698,971	$	(640,144	)	$	708,192

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CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	13,801		$	(434	)	$	—		$	13,367
Restricted cash	—			114			—			114
Accounts receivable, net	—			108,813			—			108,813
Deferred income taxes	173			3,006			—			3,179
Other current assets	738			7,995			—			8,733
Current assets held for sale	—			20,466			—			20,466
Total current assets	14,712			139,960			—			154,672
Property, plant and equipment, net	3,263			472,719			—			475,982
Equity investments	249,426			645			(246,257		)	3,814
Intangible assets, net	—			19,757			—			19,757
Goodwill	—			104,721			—			104,721
Other	453,048			11,208			(446,568		)	17,688
Long-term assets held for sale	—			94,938			—			94,938
TOTAL ASSETS	$	720,449		$	843,948		$	(692,825	)	$	871,572
LIABILITIES AND EQUITY
Accounts payable	$	1,310		$	17,549		$	—		$	18,859
Accrued expenses	16,404			26,991			—			43,395
Current portion of contingent consideration	—			9,274			—			9,274
Current portion of long-term debt	—			15,863			—			15,863
Current liabilities of discontinued operations	—			8,802			—			8,802
Total current liabilities	17,714			78,479			—			96,193
Deferred income taxes	(33,353		)	36,801			—			3,448
Long-term portion of debt	582,446			10,009			—			592,455
Long-term portion of contingent consideration	—			550			—			550
Other long-term liabilities	695			449,747			(446,568		)	3,874
Long-term liabilities of discontinued operations	—			22,105			—			22,105
Total shareholders' equity	152,947			246,257			(246,257		)	152,947
TOTAL LIABILITIES AND EQUITY	$	720,449		$	843,948		$	(692,825	)	$	871,572

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations		Consolidated
Revenue	$	—		$	92,427		$	—	$	92,427
Costs and expenses:
Direct operating expenses	—			71,574			—		71,574
General and administrative expenses	6,135			3,562			—		9,697
Depreciation and amortization	240			18,056			—		18,296
Other, net	392			37			—		429
Total costs and expenses	6,767			93,229			—		99,996
Operating loss	(6,767		)	(802		)	—		(7,569		)
Interest expense, net	(11,831		)	(621		)	—		(12,452		)
Other income, net	—			406			—		406
Loss from equity investments	(1,027		)	(6		)	1,027		(6		)
Loss on extinguishment of debt	(1,011		)	—			—		(1,011		)
Loss from continuing operations before income taxes	(20,636		)	(1,023		)	1,027		(20,632		)
Income tax (expense) benefit	(26		)	11			—		(15		)
Loss from continuing operations	(20,662		)	(1,012		)	1,027		(20,647		)
Loss from discontinued operations, net of income taxes	(2,074		)	(15		)	—		(2,089		)
Net loss attributable to common stockholders	$	(22,736	)	$	(1,027	)	$	1,027	$	(22,736	)

THREE MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	126,862		$	—		$	126,862
Costs and expenses:
Direct operating expenses	—			94,955			—			94,955
General and administrative expenses	10,575			11,882			—			22,457
Depreciation and amortization	164			21,206			—			21,370
Total costs and expenses	10,739			128,043			—			138,782
Operating loss	(10,739		)	(1,181		)	—			(11,920		)
Interest expense, net	(12,187		)	(782		)	—			(12,969		)
Other income, net	—			465			—			465
Income from equity investments	982			7			(982		)	7
Loss from continuing operations before income taxes	(21,944		)	(1,491		)	(982		)	(24,417		)
Income tax (expense) benefit	(1,325		)	1,020			—			(305		)
Loss from continuing operations	(23,269		)	(471		)	(982		)	(24,722		)
Income from discontinued operations, net of income taxes	—			1,453			—			1,453
Net (loss) income attributable to common stockholders	$	(23,269	)	$	982		$	(982	)	$	(23,269	)

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UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	211,539		$	—		$	211,539
Costs and expenses:
Direct operating expenses	—			159,573			—			159,573
General and administrative expenses	12,797			9,600			—			22,397
Depreciation and amortization	410			35,368			—			35,778
Other, net	392			720			—			1,112
Total costs and expenses	13,599			205,261			—			218,860
Operating (loss) income	(13,599		)	6,278			—			(7,321		)
Interest expense, net	(24,193		)	(847		)	—			(25,040		)
Other income, net	—			748			—			748
Income (loss) from equity investments	7,055			(27		)	(7,055		)	(27		)
Loss on extinguishment of debt	(1,011		)	—			—			(1,011		)
(Loss) income from continuing operations before income taxes	(31,748		)	6,152			(7,055		)	(32,651		)
Income tax benefit (expense)	12			(3		)	—			9
(Loss) income from continuing operations	(31,736		)	6,149			(7,055		)	(32,642		)
(Loss) income from discontinued operations, net of income taxes	(2,074		)	906			—			(1,168		)
Net (loss) income attributable to common stockholders	$	(33,810	)	$	7,055		$	(7,055	)	$	(33,810	)

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	254,876		$	—		$	254,876
Costs and expenses:
Direct operating expenses	—			190,334			—			190,334
General and administrative expenses	18,998			20,254			—			39,252
Depreciation and amortization	327			41,954			—			42,281
Total costs and expenses	19,325			252,542			—			271,867
Operating (loss) income	(19,325		)	2,334			—			(16,991		)
Interest expense, net	(23,923		)	(1,096		)	—			(25,019		)
Other income, net	—			53			—			53
Income (loss) from equity investments	2,758			(1		)	(2,758		)	(1		)
Loss on extinguishment of debt	(3,177		)	—						(3,177		)
(Loss) income from continuing operations before income taxes	(43,667		)	1,290			(2,758		)	(45,135		)
Income tax benefit (expense)	8,943			(444		)	—			8,499
(Loss) income from continuing operations	(34,724		)	846			(2,758		)	(36,636		)
Income from discontinued operations, net of income taxes	—			1,912			—			1,912
Net (loss) income attributable to common stockholders	$	(34,724	)	$	2,758		$	(2,758	)	$	(34,724	)

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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities from continuing operations	$	26,605		$	15,731		$	42,336
Net cash used in operating activities from discontinued operations	—			(708		)	(708		)
Net cash provided by operating activities	26,605			15,023			41,628
Cash flows from investing activities:
Proceeds from TFI sale	78,897			—			78,897
Proceeds from the sale of property and equipment	255			3,193			3,448
Purchase of property, plant and equipment	—			(10,807		)	(10,807		)
Increase in restricted cash	(4,250		)	—			(4,250		)
Net cash provided by (used in) investing activities from continuing operations	74,902			(7,614		)	67,288
Net cash used in investing activities from discontinued operations	—			(181		)	(181		)
Net cash provided by (used in) investing activities	74,902			(7,795		)	67,107
Cash flows from financing activities:
Payments on revolving credit facility	(81,647		)	—			(81,647		)
Payments on vehicle financing and other financing activities	(134		)	(7,631		)	(7,765		)
Net cash used in financing activities from continuing operations	(81,781		)	(7,631		)	(89,412		)
Net cash used in financing activities from discontinued operations	—			(105		)	(105		)
Net cash used in financing activities	(81,781		)	(7,736		)	(89,517		)
Net increase (decrease) in cash	19,726			(508		)	19,218
Cash and cash equivalents - beginning of period	13,801			1,615			15,416
Cash and cash equivalents - end of period	33,527			1,107			34,634
Less: cash and cash equivalents of discontinued operations - end of period	—			—			—
Cash and cash equivalents of continuing operations - end of period	$	33,527		$	1,107		$	34,634

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UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Consolidated
Net cash (used in) provided by operating activities from continuing operations	$	(24,791	)	$	20,910		$	(3,881	)
Net cash provided by operating activities from discontinued operations	—			2,880			2,880
Net cash (used in) provided by operating activities	(24,791		)	23,790			(1,001		)
Cash flows from investing activities:
Proceeds from the sale of property and equipment	—			3,810			3,810
Purchase of property, plant and equipment	(1,188		)	(22,755		)	(23,943		)
Net cash used in investing activities from continuing operations	(1,188		)	(18,945		)	(20,133		)
Net cash used in investing activities from discontinued operations	—			(2,262		)	(2,262		)
Net cash used in investing activities	(1,188		)	(21,207		)	(22,395		)
Cash flows from financing activities:							—
Proceeds from revolving credit facility	50,725			—			50,725
Payments on revolving credit facility	(27,700		)	—			(27,700		)
Payments for deferred financing costs	(734		)	—			(734		)
Payments on vehicle financing and other financing activities	3,790			(7,503		)	(3,713		)
Net cash provided by (used in) financing activities from continuing operations	26,081			(7,503		)	18,578
Net cash used in financing activities from discontinued operations	—			—			—
Net cash provided by (used in) financing activities	26,081			(7,503		)	18,578
Net increase (decrease) in cash	102			(4,920		)	(4,818		)
Cash and cash equivalents - beginning of period	3,839			5,373			9,212
Cash and cash equivalents - end of period	3,941			453			4,394
Less: cash and cash equivalents of discontinued operations - end of period	—			(1,047		)	(1,047		)
Cash and cash equivalents of continuing operations - end of period	$	3,941		$	(594	)	$	3,347

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note about Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying Unaudited Condensed Consolidated Financial Statements and related notes thereto. See “Forward-Looking Statements” on page 3 of this Quarterly Report and “Risk Factors” included in our filings with the SEC for a description of important factors that could cause actual results to differ from expected results.

Company Overview

Nuverra Environmental Solutions, Inc. is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers focused on the development and ongoing production of oil and natural gas. Nuverra’s strategy is to provide one-stop, total environmental solutions, including delivery, collection, treatment, recycling, and disposal of water, wastewater, waste fluids, hydrocarbons, and restricted solids that are part of the drilling, completion, and ongoing production of oil and natural gas.

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

As previously discussed in Note 13 of the Notes to Unaudited Condensed Consolidated Financial Statements, during the three months ended September 30, 2014, we completed the organizational realignment of our shale solutions business into three operating divisions, the Northeast, Southern and Rocky Mountain divisions. As previously discussed in Note 14 of the Notes to Unaudited Condensed Consolidated Financial Statements, the sale of TFI, which comprised our previously reported industrial solutions business segment, was completed in April 2015 and its results of operations and cash flows earned prior to its salewere presented as discontinued operations in the accompanying condensed consolidated financial statements for the three and six months endedJune 30, 2015 and 2014.

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

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

• Gas shale areas: includes our operations in the Marcellus and Haynesville Shale areas.

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

Previous Impairments

We have recorded significant impairment charges in the past, most recently during the three months ended December 31, 2014. We believe the assumptions used in our previous impairment analyses were appropriate and resulted in reasonable estimates of fair values. In evaluating the reasonableness of our fair value estimates, we consider (among other factors) the relationship between our book value, the market price of our common stock and the fair value of our reporting units. At June 30, 2015 and August 3, 2015, the closing market prices of our common stock were $6.27 and $2.55 per share, respectively, compared to our book value per share of $4.36 as of June 30, 2015. Our book value per share was less than our market price per share at June 30, 2015. If our book value per share becomes greater than our market price per share for a sustained period in the future and there is continued downward pricing in services driven by oil and gas market forces, it would likely indicate the occurrence of events or changes that would cause us to perform additional impairment analyses which could result in revisions to our fair value estimates. While we believe that our estimates of fair value are reasonable, we will continue to monitor and evaluate this relationship. Additionally, should actual results differ materially from our projections, additional impairment would likely result.

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Trends Affecting Our Operating Results

Our results are driven by demand for our services, which are in turn affected by E&P trends in the areas in which we operate, in particular the level of drilling and completion activities (which impacts the volume of environmental waste products we manage) and active wells (which impacts the volume of produced water we manage). In general, drilling activity in the oil and gas industry is affected by the market prices (or anticipated prices) for those commodities. Persistent low natural gas prices have driven reduced drilling activity in “dry” gas shale areas such as the Haynesville and Marcellus Shale areas where natural gas is the predominant natural resource. In addition, the low natural gas prices have, in the past, caused many natural gas producers to curtail capital budgets and these cuts in spending curtailed drilling and completion programs as well as discretionary spending on well services in certain shale areas, and accordingly reduced demand for our services in these areas. Drilling and completion activities in the oil and "wet" gas basins such as the Eagle Ford, Permian Basin, Utica and Bakken Shale areas experienced a dramatic decline in oil prices that began in the fourth quarter of 2014, which substantially reduced drilling and completion activity in these areas. Accordingly, our customer base has reduced their capital programs and drilling and completion activity levels for 2015. Late in the second quarter of 2015, drilling and completion activities decreased even further, driven primarily by additional rig count reductions in all shale regions that we serve.

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

The following table summarizes our total revenues, loss from continuing operations before income taxes, loss from continuing operations and EBITDA (defined below) for the six-month periods ended June 30, 2015 and 2014 (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Revenue - from predominantly oil shale areas (a)	$	63,811		$	92,213		$	151,248		$	189,358
Revenue - from predominantly gas shale areas (b)	28,616			34,649			60,291			65,518
Total revenue	$	92,427		$	126,862		$	211,539		$	254,876
Loss from continuing operations before income taxes	(20,632		)	(24,417		)	(32,651		)	(45,135		)
Loss from continuing operations	(20,647		)	(24,722		)	(32,642		)	(36,636		)
EBITDA (c, d)	10,116			9,922			28,167			22,165

_________________________

(a) Represents revenues that are derived from predominantly oil-rich areas consisting of the Bakken, Utica, Eagle Ford and Permian Basin Shale areas.

(b) Represents revenues that are derived from predominantly gas-rich areas consisting of the Marcellus and Haynesville Shale areas.

(c) Defined as consolidated net income (loss) from continuing operations before net interest expense, income taxes and depreciation and amortization. EBITDA is not a recognized measure under generally accepted accounting principles in the United States (“GAAP”). See the reconciliation between loss from continuing operations and EBITDA under “Liquidity and Capital Resources—EBITDA”.

(d) The Company's debt covenants referred to in Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements are based on EBITDA adjusted for certain items as defined.

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with the instructions to Form 10-Q and the rules and regulations of the SEC. These statements include all normal recurring adjustments considered necessary by management to present a fair statement of the condensed consolidated balance sheets, results of operations and cash flows. The results reported in these financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The unaudited condensed consolidated financial statements should

30

be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in our 2014 Annual Report on Form 10-K.

For trends affecting our business and the markets in which we operate see “Trends Affecting Our Operating Results” in the preceding paragraphs and also “Risk Factors — Risks Related to Our Company” in Part I, Item 1A of our 2014 Annual Report on Form 10-K.

Results of Operations

Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014

The following table sets forth for each of the periods indicated our statements of operations data and expresses revenue and expense data as a percentage of total revenues for the periods presented (dollars in thousands):  

	Three Months Ended						Percent of Revenue
	June 30,						June 30,				Increase (Decrease)
	2015			2014			2015		2014		2015 versus 2014
Non-rental revenue	$	85,530		$	107,299		92.5	%	84.6	%	$	(21,769	)	(20.3	)%
Rental revenue	6,897			19,563			7.5	%	15.4	%	(12,666		)	(64.7	)%
Total revenue	92,427			126,862			100.0	%	100.0	%	(34,435		)	(27.1	)%
Costs and expenses:
Direct operating expenses	71,574			94,955			77.4	%	74.8	%	(23,381		)	(24.6	)%
General and administrative expenses	9,697			22,457			10.5	%	17.7	%	(12,760		)	(56.8	)%
Depreciation and amortization	18,296			21,370			19.8	%	16.8	%	(3,074		)	(14.4	)%
Other, net	429			—			0.5	%	—	%	429			100.0	%
Total costs and expenses	99,996			138,782			108.2	%	109.4	%	(38,786		)	(27.9	)%
Operating loss	(7,569		)	(11,920		)	(8.2	)%	(9.4	)%	4,351			36.5	%
Interest expense, net	(12,452		)	(12,969		)	(13.5	)%	(10.2	)%	(517		)	(4.0	)%
Other income, net	400			472			0.4	%	0.4	%	(72		)	(15.3	)%
Loss on extinguishment of debt	(1,011		)	—			(1.1	)%	—	%	1,011			100.0	%
Loss from continuing operations before income taxes	(20,632		)	(24,417		)	(22.3	)%	(19.2	)%	(3,785		)	(15.5	)%
Income tax expense	(15		)	(305		)	—	%	(0.2	)%	(290		)	95.1	%
Loss from continuing operations	(20,647		)	(24,722		)	(22.3	)%	(19.5	)%	(4,075		)	(16.5	)%
(Loss) income from discontinued operations, net of income taxes	(2,089		)	1,453			(2.3	)%	1.1	%	(3,542		)	(243.8	)%
Net loss attributable to common stockholders	$	(22,736	)	$	(23,269	)	(24.6	)%	(18.3	)%	$	(533	)	(2.3	)%

Non-Rental Revenue

Non-rental revenue consists of fees charged to customers for the sale and transportation of fresh water and saltwater by our fleet of logistics assets and/or through water midstream assets owned by us to customer sites for use in drilling and completion activities and from customer sites to remove and dispose of flowback and produced water originating from oil and gas wells. Non-rental revenue also includes fees for solids management services. Non-rental revenue for the three months ended June 30, 2015 was $85.5 million, down $21.8 million, or 20.3%, from $107.3 million in the prior year period. In the Rocky Mountain division, lower drilling and completion activities and fluid logistics in the 2015 quarter, as well as pricing pressures, led to lower non-rental revenue as compared to the same period in 2014. These decreases were partly offset in the Northeast division, primarily as a result of increased activities from an expanded customer base as compared to the same period in 2014.

Lower non-rental revenue in the Southern division was driven by our exit from the Mississippian (“MidCon”) shale area, pricing pressures primarily in the Haynesville Shale region and overall reduced drilling and completion activities, which were partially offset by continued increases in water transfer services in the Permian region.

Rental Revenue

Rental revenue consists of fees charged to customers for use of equipment owned by us over the term of the rental as well as other fees charged to customers for items such as delivery and pickup. Rental revenue for the three months ended June 30,

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2015 was $6.9 million, down $12.7 million, or 64.7%, from $19.6 million in the prior year period. The decrease was the result of lower utilization of the Company’s equipment rental fleet in conjunction with reductions in drilling and completion activities, primarily in the Rocky Mountain and Southern divisions due to lower oil prices.

Direct Operating Expenses

Direct operating expenses for the three months ended June 30, 2015 decreased $23.4 million to $71.6 million compared to the prior year period. The decrease in direct operating expenses is primarily attributable to lower compensation expenses, fuel costs as well as repairs and maintenance costs associated with decreased revenues and our 2015 cost-savings initiatives. Direct operating expenses in the three-month periods ended June 30, 2015 and June 30, 2014 included gains on the sale of assets of approximately $0.6 million and $1.0 million, respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2015 amounted to $9.7 million, down $12.8 million from $22.5 million in the prior year period. The higher costs incurred for the three months ended June 30, 2014 primarily related to approximately $12.8 million of litigation settlements and expenses.

Depreciation and Amortization

Depreciation and amortization for the three months ended June 30, 2015 was $18.3 million, down $3.1 million, or 14.4%, from $21.4 million in the prior year period. The decrease is attributable to the write-off of the intangible asset in the Rocky Mountain division as of December 31, 2014 resulting from the long-lived asset impairment charges totaling $112.4 million recorded in 2014.

Other, net

We recorded charges of approximately $0.4 million in the three months ended June 30, 2015 related to our plan to restructure our business in certain shale basins and reduce costs, including an exit from the MidCon shale area and the Tuscaloosa Marine Shale logistics business.

Interest Expense, net

Interest expense, net during the three months ended June 30, 2015 was $12.5 million, slightly lower than the $13.0 million in the prior year period primarily due to lower borrowings on the ABL Facility.

Other Income, net

Other income, net was $0.4 million for the three months ended June 30, 2015 compared to $0.5 million in the prior year period.

Loss on Extinguishment of Debt

In connection with the closing of the TFI disposition in April 2015, we amended our ABL Facility and wrote-off a portion of the unamortized deferred financing costs associated with the ABL Facility of $1.0 million in the three months ended June 30, 2015.

Income Taxes

Income tax expense was $15.0 thousand in the three months ended June 30, 2015, compared to $0.3 million in the prior year period. As described below, the primary item impacting income taxes for the three-month period ended June 30, 2015 was the valuation allowance against our deferred tax assets.

We have significant deferred tax assets, consisting primarily of net operating losses (“NOLs”), which have a limited life, generally expiring between the years 2029 and 2035. Management regularly assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred this quarter and in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income.

In light of our continued losses, we determined in 2014 that our deferred tax liabilities (excluding deferred tax liabilities included in discontinued operations) were not sufficient to fully realize our deferred tax assets and, as a result, a valuation allowance was required against the portion of our deferred tax assets that is not offset by deferred tax liabilities. Accordingly, we expect our effective income tax benefit rate to be near zero for 2015.

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Results of Operations

Six Months EndedJune 30, 2015 Compared to the Six Months EndedJune 30, 2014

The following table sets forth for each of the periods indicated our statements of operations data and expresses revenue and expense data as a percentage of total revenues for the periods presented (dollars in thousands):

	Six Months Ended						Percent of Revenue
	June 30,						June 30,				Increase (Decrease)
	2015			2014			2015		2014		2015 versus 2014
Non-rental revenue	$	192,540		$	217,143		91.0	%	85.2	%	$	(24,603	)	(11.3	)%
Rental revenue	18,999			37,733			9.0	%	14.8	%	(18,734		)	(49.6	)%
Total revenue	211,539			254,876			100.0	%	100.0	%	(43,337		)	(17.0	)%
Costs and expenses:
Direct operating expenses	159,573			190,334			75.4	%	74.7	%	(30,761		)	(16.2	)%
General and administrative expenses	22,397			39,252			10.6	%	15.4	%	(16,855		)	(42.9	)%
Depreciation and amortization	35,778			42,281			16.9	%	16.6	%	(6,503		)	(15.4	)%
Other, net	1,112			—			0.5	%	—	%	1,112			100.0	%
Total costs and expenses	218,860			271,867			103.5	%	106.7	%	(53,007		)	(19.5	)%
Operating loss	(7,321		)	(16,991		)	(3.5	)%	(6.7	)%	(9,670		)	(56.9	)%
Interest expense, net	(25,040		)	(25,019		)	(11.8	)%	(9.8	)%	21			0.1	%
Other income, net	721			52			0.3	%	—	%	669			1,286.5	%
Loss on extinguishment of debt	(1,011		)	(3,177		)	(0.5	)%	(1.2	)%	(2,166		)	(68.2	)%
Loss from continuing operations before income taxes	(32,651		)	(45,135		)	(15.4	)%	(17.7	)%	(12,484		)	(27.7	)%
Income tax benefit	9			8,499			—	%	3.3	%	(8,490		)	(99.9	)%
Loss from continuing operations	(32,642		)	(36,636		)	(15.4	)%	(14.4	)%	(3,994		)	(10.9	)%
(Loss) income from discontinued operations, net of income taxes	(1,168		)	1,912			(0.6	)%	0.8	%	(3,080		)	(161.1	)%
Net loss attributable to common stockholders	$	(33,810	)	$	(34,724	)	(16.0	)%	(13.6	)%	$	(914	)	(2.6	)%

Non-Rental Revenue

Non-rental revenue for the six months endedJune 30, 2015 was $192.5 million, down $24.6 million, or 11.3% from $217.1 million in the same period of 2014. Similar to the three month comparative periods, in the Rocky Mountain division, lower drilling and completion activities and fluid logistics in the 2015 period, as well as pricing pressures, led to lower non-rental revenue as compared to the same period in 2014. These decreases were partly offset in the Northeast division, primarily as a result of increased activities from an expanded customer base as compared to the same period in 2014. Lower non-rental revenue in the Southern division was driven by our exit from the MidCon shale area, pricing pressures primarily in the Haynesville Shale region and overall reduced drilling and completion activities, which were partially offset by continued increases in water transfer services in the Permian region.

Rental Revenue

Rental revenue for the six months endedJune 30, 2015 was $19.0 million, down $18.7 million, or 49.6%, from $37.7 million in the prior year period. Similar to the three month comparative periods, the decrease was the result of lower utilization of the Company’s equipment rental fleet in conjunction with the reduction in drilling and completion activities, primarily in the Rocky Mountain and Southern division due to lower oil prices.

Direct Operating Expenses

Direct operating expenses for the six months endedJune 30, 2015 were $159.6 million, versus $190.3 million in the prior year period. The decrease in direct operating expenses is attributable to lower revenues, as well as our 2015 cost-savings initiatives. Direct operating expenses in the six-month periods ended June 30, 2015 and June 30, 2014 included gains on the sale of assets of approximately $1.3 million and $2.2 million, respectively.

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General and Administrative Expenses

General and administrative expenses for the six months endedJune 30, 2015 amounted to $22.4 million, down $16.9 million from $39.3 million in the prior year period. The higher costs incurred for the six months ended June 30, 2014 primarily related to approximately $14.6 million of litigation settlements and expenses.

Depreciation and Amortization

Depreciation and amortization for the six months endedJune 30, 2015 was $35.8 million, down approximately $6.5 million from $42.3 million in the corresponding period of 2014. The decrease is attributable to the write-off of the intangible asset in the Rocky Mountain division as of December 31, 2014 resulting from the long-lived asset impairment charges totaling $112.4 million recorded in 2014.

Other, net

We recorded a charge totaling approximately $1.1 million in the six months endedJune 30, 2015 to restructure our business in certain shale basins and reduce costs, including an exit from the MidCon shale area and the Tuscaloosa Marine Shale logistics business.

Interest Expense, net

Interest expense, net during the six months endedJune 30, 2015 remained flat with the prior year period at $25.0 million.

Other Income, net

Other income, net was $0.7 million for the six months endedJune 30, 2015 compared to $0.1 million in the prior year period.

Loss on Extinguishment of Debt

In connection with the closing of the TFI disposition in April 2015, we amended our ABL Facility and wrote-off a portion of the unamortized deferred financing costs associated with the ABL Facility of $1.0 million during the six months endedJune 30, 2015. In February 2014, we entered into the ABL Facility and wrote-off a portion of the unamortized deferred financing costs associated with our previous revolving credit facility of approximately $3.2 million during the six months endedJune 30, 2014.

Income Taxes

The income tax benefit for the six months endedJune 30, 2015 was $9.0 thousand (a zero percent effective rate) compared to $8.5 million (effective rate of 18.8%) in the prior year period. The lower effective tax benefit rate in 2014 is primarily the result of the tax impact of the impairment of goodwill and an increased valuation allowance related to deferred tax assets as described in the previous discussion of Income Taxes for the three-month comparative periods.

Liquidity and Capital Resources

Cash Flows and Liquidity

Our primary source of capital is from borrowings available under our ABL Facility, as well as from cash generated by our operations with additional sources of capital in prior years from additional debt and equity accessed through the capital markets. Our historical acquisition activity was highly capital intensive and required significant investments in order to expand our presence in existing shale basins, access new markets and to expand the breadth and scope of services we provide. Additionally, we have historically issued equity as consideration in acquisition transactions. Our sources of capital in 2015 are expected to be from cash generated by our operations and borrowings under our ABL Facility. Additionally, in April 2015, we received $74.6 million in net proceeds from the sale of TFI plus an additional $4.25 million which was deposited into an escrow account to satisfy the Company’s indemnification obligations under the purchase agreement and is captured as "Restricted cash" in our condensed consolidating balance sheet. Other sources of cash may include potential sales of assets, sale/leaseback transactions, additional debt or equity financing and reductions in our operating costs.

At June 30, 2015, our total indebtedness was $524.0 million. We have incurred operating losses of $20.6 million and $32.6 million for the three and six months endedJune 30, 2015, respectively, and incurred losses of $24.7 million and $36.6 million for the three and six months endedJune 30, 2014, respectively. At June 30, 2015, we had cash and cash equivalents of $34.6 million and $29.2 million of net availability under the ABL Facility. Given the current macro environment and oil and gas prices, we anticipate declining revenues in 2015 and corresponding reductions in costs from operations. We expect sufficient availability under the ABL Facility and cash generated by our operations in 2015 to meet our operating needs. Our financing strategy includes using our availability under the ABL Facility, closely managing and lowering our operating costs and capital spending, and managing our working capital to enhance liquidity.

34

The following table summarizes our sources and uses of cash from continuing operations for the six months endedJune 30, 2015 and 2014 (in thousands):

	Six Months Ended
	June 30,
Net cash provided by (used in):	2015			2014
Operating activities	$	42,336		(3,881		)
Investing activities	67,288			(20,133		)
Financing activities	(89,412		)	18,578
Net increase (decrease) in cash and cash equivalents	$	20,212		$	(5,436	)

As of June 30, 2015, we had cash and cash equivalents of $34.6 million, an increase of $21.3 million from December 31, 2014. Historically, we managed our cash flow by drawing on our ABL Facility to fund short-term cash needs and by using any excess cash, after considering our working capital and capital expenditure needs, to pay down the outstanding balance of our ABL Facility. In 2015, we have not drawn any incremental borrowings under our ABL Facility and have funded day-to-day needs from cash generation.

Operating Activities — Net cash provided by operating activities was $42.3 million for the six months endedJune 30, 2015. The net loss from continuing operations, after adjustments for non-cash items, provided cash of $6.9 million, up from the $4.9 million generated in the corresponding 2014 period, as described below. Changes in operating assets and liabilities provided $35.4 million primarily due to a decrease in accounts receivable which was partially offset by a decrease in accounts payable and accrued liabilities and an increase in prepaid expenses and other receivables. The non-cash items and other adjustments included $35.8 million of depreciation and amortization of intangible assets, amortization of deferred financing costs of $2.4 million and stock-based compensation of $1.5 million, partially offset by a $1.3 million gain on disposal of property, plant and equipment.

Net cash used in operating activities was $3.9 million for the six months endedJune 30, 2014. The net loss from continuing operations, after adjustments for non-cash items, provided cash of $4.9 million. Changes in operating assets and liabilities used $8.8 million primarily due to an increase in accounts receivable and a decrease in accounts payable and accrued liabilities, partially offset by a decrease in prepaid expenses and other receivables. The non-cash items and other adjustments included $42.3 million of depreciation and amortization of intangible assets and the loss on extinguishment of debt of $3.2 million, partially offset by a decrease in deferred income taxes of $7.0 million and $2.2 million gain on disposal of property, plant and equipment.

Investing Activities — Net cash provided by investing activities was $67.3 million for the six months endedJune 30, 2015, which primarily consisted of $78.9 million of proceeds from the sale of TFI and $3.4 million of proceeds from the sale of property, plant and equipment, offset by $10.8 million of purchases of property, plant and equipment. Net cash used in investing activities was $20.1 million for the six months endedJune 30, 2014 and consisted primarily of $23.9 million of capital expenditures, partially offset by $3.8 million of proceeds from the sale of property, plant and equipment.

Financing Activities — Net cash used in financing activities was $89.4 million for the six months endedJune 30, 2015 and was comprised of $81.6 million of payments under our credit facilities, $6.7 million of payments under capital leases and notes payable and $1.0 million of other cash requirements.

Net cash provided by financing activities was $18.6 million for the six months endedJune 30, 2014 and consisted of $23.0 million of net borrowings under our prior credit facility, $2.7 million of payments under capital leases and notes payable and $1.7 million in other disbursements.

Capital Expenditures

Cash required for capital expenditures (related to continuing operations) for the six months endedJune 30, 2015 totaled $10.8 million compared to $23.9 million for the six months endedJune 30, 2014. Capital expenditures for the six months endedJune 30, 2015 and 2014 included scheduled payments for our thermal desorption system as part of the expansion of solids treatment capabilities at our Terrafficient processing facility in the Bakken Shale region and other equipment. Historically, a portion of our transportation-related capital requirements were financed through capital leases, which are excluded from the capital expenditures figures cited above. Such equipment additions under capital leases totaled approximately $2.9 million for the six months endedJune 30, 2015. There were no fleet purchases under capital leases for the six months endedJune 30, 2014. We continue to focus on improving the utilization of our existing assets and optimizing the allocation of resources in the various shale areas in which we operate. Our capital expenditures program is subject to market conditions, including customer activity

35

levels, commodity prices, industry capacity and specific customer needs. We may also incur additional capital expenditures for acquisitions. Our planned capital expenditures for 2015, as well as any growth initiatives or acquisitions we choose to pursue, are expected to be financed through cash flow from operations, borrowings under existing or new credit facilities, issuances of debt or equity, capital leases, other financing structures, or a combination of the foregoing.

Indebtedness

We are highly leveraged and a substantial portion of our liquidity needs result from debt service requirements and from funding our costs of operations and capital expenditures, including acquisitions. As of June 30, 2015, we had $524.0 million ($523.5 million net of unamortized discount and premium) of indebtedness outstanding, consisting of $400.0 million of 2018 Notes, $101.8 million under the ABL Facility, and $22.2 million of capital leases and installment notes payable for vehicle financings and a notes payable for the purchase of the remaining interest in AWS. There have been no material changes or developments in our debt and its principal terms, except as described under the ABL Facility Amendment below, from Note 10 to the consolidated financial statements of our 2014 Annual Report on Form 10-K.

Sale of TFI

In February 2015, Nuverra entered into a definitive agreement with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-Kleen agreed to acquire TFI for $85.0 million in an all-cash transaction, subject to working capital adjustments. On April 11, 2015, Nuverra and Safety-Kleen completed the TFI disposition as contemplated by the previously disclosed purchase agreement. Pursuant to the purchase agreement, $4.25 million of the purchase price was deposited into an escrow account to satisfy our indemnification obligations under the purchase agreement. Any remaining balance in the escrow account will be released to us eighteen (18) months following the closing date. Pursuant to the purchase agreement, the purchase price paid at closing was adjusted based upon an estimated working capital adjustment, which is subject to post-closing reconciliation, to reflect TFI’s actual working capital (calculated in accordance with the purchase agreement) on the closing date. After giving effect to the indemnity escrow, the estimated working capital adjustment and the payment of transaction fees and other expenses, the amount of net cash proceeds used to reduce the outstanding balance under the ABL Facility on the closing date was approximately $74.6 million. The post-closing working capital reconciliation may result in an increase or decrease in our final net cash proceeds.

ABL Facility Amendment

In connection with the closing of the TFI disposition, we entered into a Second Amendment, Consent and Release to Amended and Restated Credit Agreement (the “ABL Facility Amendment”), dated April 13, 2015, by and among the Company, Wells Fargo Bank, National Association, as agent, and the lenders named therein, which amends our ABL Facility. The ABL Facility Amendment reduced the maximum revolver availability from $245.0 million to $195.0 million and removed the accordion feature. Pricing of the ABL Facility remained the same other than corresponding changes reflecting the reduction of maximum revolver availability. The ABL Facility Amendment also reflects an updated appraisal for machinery and equipment that is used in the borrowing base formula. We did not incur any amendment fees associated with the ABL Facility Amendment. We wrote-off unamortized deferred financing costs associated with our ABL Facility of approximately $1.0 million in the three months ending June 30, 2015.

Financial Covenants and Borrowing Limitations

Our ABL Facility, as amended, requires, and any future credit facilities will likely require, us to comply with specified financial ratios that may limit the amount we can borrow under our ABL Facility. A breach of any of the covenants under the indenture governing the 2018 Notes (the “Indenture”) or the ABL Facility, as applicable, could result in a default. Our ability to satisfy those covenants depends principally upon our ability to meet or exceed certain positive operating performance metrics including, but not limited to, earnings before interest, taxes, depreciation and amortization, or EBITDA, and ratios thereof, as well as certain balance sheet ratios. Any debt agreements we enter into in the future may further limit our ability to enter into certain types of transactions.

The ABL Facility contains certain financial covenants that require us to maintain a senior leverage ratio and, upon the occurrence of certain specified conditions, a fixed charge coverage ratio. The senior leverage ratio is calculated as the ratio of senior secured debt to adjusted EBITDA (which includes net (loss) income plus certain items such as interest, taxes, depreciation, amortization, impairment charges, stock-based compensation and other adjustments as defined in the ABL Facility), and is limited to 3.0 to 1.0. Our $400.0 million of 2018 Notes are not secured and thus are excluded from the calculation of this ratio. The fixed charge coverage ratio, which only applies if excess availability under the ABL Facility falls below 12.5% of the maximum revolver amount, requires the ratio of adjusted EBITDA (as defined) less capital expenditures to fixed charges (as defined) to be at least 1.1 to 1.0. The senior leverage ratio and fixed charge coverage ratio covenants could have the effect of limiting our availability under the ABL Facility, as additional borrowings would be prohibited if, after giving

36

pro forma effect thereto, we would be in violation of either such covenant. As of June 30, 2015, we remained in compliance with our debt covenants and availability was $53.6 million; however, our ratio of adjusted EBITDA to fixed charges was less than 1.1 to 1.0 (as calculated pursuant to the ABL Facility). As such, our net availability was reduced by 12.5% of the maximum revolver amount, or $24.4 million, resulting in approximately $29.2 million of net availability as of June 30, 2015.

The maximum amount we can borrow under our ABL Facility is subject to contractual and borrowing base limitations which could significantly and negatively impact our future access to capital required to operate our business. In addition to the financial covenants described above, the ABL Facility contains certain customary limitations on our ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain restricted payments such as dividends, dispose of assets or undergo a change in control. The ABL Facility's borrowing base limitations are based upon eligible accounts receivable and equipment. If the value of our accounts receivable or equipment decreases for any reason, or if some portion of our accounts receivable or equipment is deemed ineligible under the terms of our ABL Facility, the amount we can borrow under the ABL Facility could be reduced. These limitations could have a material adverse impact on our liquidity and financial condition. In addition, the administrative agent for our ABL Facility has the periodic right to perform an appraisal of the assets comprising our borrowing base. If an appraisal results in a reduction of the borrowing base, then a portion of the outstanding indebtedness under the ABL Facility could become immediately due and payable. Any such repayment obligation could have a material adverse impact on our liquidity and financial condition.

The Indenture governing the 2018 Notes contains restrictive covenants on the incurrence of senior secured indebtedness, including incurring new borrowings under our ABL Facility, which would limit our ability to incur incremental new senior secured indebtedness in certain circumstances and access to capital if our fixed charge coverage ratio falls below 2.0 to 1.0. To the extent that the fixed charge coverage ratio (as defined by the Indenture) is below 2.0 to 1.0, the Indenture prohibits our incurrence of new senior secured indebtedness under the ABL Facility or any other secured credit facility, at that point in time, to the greater of $150.0 million and the amount of debt as restricted by the secured leverage ratio, which is the ratio of secured debt to EBITDA, of 2.0 to 1.0, as determined pursuant to the Indenture. The 2.0 to 1.0 fixed charge coverage ratio and secured leverage ratio are incurrence covenants, not a maintenance covenant. The covenants do not require repayment of existing borrowings incurred previously in accordance with the covenants, but rather limits new borrowings during any such period.

The ABL Facility and Indenture covenants described above are subject to important exceptions and qualifications. Our ability to comply with these covenants will likely be affected by some events beyond our control, and we cannot guarantee that we will satisfy those requirements. A breach of any of these provisions could result in a default under the Indenture, ABL Facility or other debt obligations, or any future credit facilities we may enter into, which could allow all amounts outstanding thereunder to be declared immediately due and payable, subject to the terms and conditions of the documents governing such indebtedness. If we were unable to repay the accelerated amounts, our secured lenders could proceed against the collateral granted to them to secure such indebtedness. This would likely in turn trigger cross-acceleration and cross-default rights under any other credit facilities and Indentures. If the amounts outstanding under the 2018 Notes or any other indebtedness outstanding at such time were to be accelerated or were the subject of foreclosure actions, we cannot guarantee that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.We were in compliance with our debt covenants as of June 30, 2015.

We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by such restrictive covenants. These restrictions may also limit our ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to finance our operations, enter into acquisitions, execute our business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in our interest. In the future, we may also incur debt obligations that might subject it to additional and different restrictive covenants that could affect our financial and operational flexibility. We cannot guarantee that we will be granted waivers or amendments to the Indenture governing the 2018 Notes, the ABL Facility or such other debt obligations if for any reason we are unable to comply with our obligations thereunder or that we will be able to refinance our debt on acceptable terms, or at all, should we seek to do so. Any such limitations on borrowing under our ABL Facility could have a material adverse impact on our liquidity.

Off Balance Sheet Arrangements

As of June 30, 2015, we did not have any material off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

EBITDA

As a supplement to the financial statements in this Quarterly Report on Form 10-Q, which are prepared in accordance with GAAP, we also present EBITDA. EBITDA is consolidated net income (loss) from continuing operations before net interest

37

expense, income taxes and depreciation and amortization. We present EBITDA because we believe this information is useful to financial statement users in evaluating our financial performance. We also use EBITDA to evaluate our financial performance, make business decisions, including developing budgets, managing expenditures, forecasting future periods, and evaluating capital structure impacts of various strategic scenarios. EBITDA is not a measure of performance calculated in accordance with GAAP, may not necessarily be indicative of cash flow as a measure of liquidity or ability to fund cash needs, and there are material limitations to its usefulness on a stand-alone basis. EBITDA does not include reductions for cash payments for our obligations to service our debt, fund our working capital and pay our income taxes. In addition, certain items excluded from EBTIDA such as interest, income taxes, depreciation and amortization are significant components in understanding and assessing our financial performance. All companies do not calculate EBITDA in the same manner and our presentation may not be comparable to those presented by other companies. Financial statement users should use EBITDA in addition to, and not as an alternative to, net income (loss) as defined under and calculated in accordance with GAAP.

The table below provides a reconciliation between loss from continuing operations, as determined in accordance with GAAP, and EBITDA (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Loss from continuing operations	$	(20,647	)	$	(24,722	)	$	(32,642	)	$	(36,636	)
Depreciation of property, plant and equipment	17,588			16,974			34,359			33,581
Amortization of intangible assets	708			4,396			1,419			8,700
Interest expense, net	12,452			12,969			25,040			25,019
Income tax expense (benefit)	15			305			(9		)	(8,499		)
EBITDA	$	10,116		$	9,922		$	28,167		$	22,165

Critical Accounting Policies

There have been no significant changes to our Critical Accounting Policies in the six months endedJune 30, 2015 from those disclosed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

Item  3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our quantitative and qualitative disclosures about market risk from those disclosed in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 2014 Annual Report on Form 10-K.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, we performed an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at that time to provide reasonable assurance that the information required to be disclosed in our reports filed with the SEC under the Exchange Act, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and are accumulated and communicated to our management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2015 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

38

PART II—OTHER INFORMATION

Item  1. Legal Proceedings.

See “Legal Matters” in Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements for a description of our material legal proceedings.

Item  1A. Risk Factors.

There have been no material changes from the risk factors as previously disclosed in our 2014 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item  5. Other Information.

None.

39

Item 6. Exhibits.

The following exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

Exhibit Number	Description
10.1	Second Amendment, Consent and Release to Amended and Restated Credit Agreement dated April 13, 2015, by and among the Company, the Agent and the Lenders (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC April 14, 2015).
10.2	First Amendment to Amended and Restated Guaranty and Security Agreement dated April 13, 2015, by and among the Company, certain subsidiaries of the Company named therein, as grantors, and the Agent (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC April 14, 2015).
31.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

_______________

* Filed herewith.

40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 10, 2015
/s/ Mark D. Johnsrud
Name:	Mark D. Johnsrud
Title:	President and Chief Executive Officer
/s/ Gregory J. Heinlein
Name:	Gregory J. Heinlein
Title:	Executive Vice President and Chief Financial Officer

41

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark D. Johnsrud, certify that:

1. I have reviewed this report on Form 10-Q for the period ended June 30, 2015 of Nuverra Environmental Solutions, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2015

By:	/s/ Mark D. Johnsrud
Name:	Mark D. Johnsrud
Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gregory J. Heinlein, certify that:

1. I have reviewed this report on Form 10-Q for the period ended June 30, 2015 of Nuverra Environmental Solutions, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 10, 2015

By:	/s/ Gregory J. Heinlein
Name:	Gregory J. Heinlein
Title:	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the report of Nuverra Environmental Solutions, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof, we, the undersigned, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our knowledge, that:

(1) The report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 as amended; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 10, 2015

By:	/s/ Mark D. Johnsrud	By:	/s/ Gregory J. Heinlein
Name:	Mark D. Johnsrud	Name:	Gregory J. Heinlein
Title:	President and Chief Executive Officer (Principal Executive Officer)	Title:	Executive Vice President and Chief Financial Officer

This certification accompanies this report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liability pursuant to that section. The certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the Secretary of the Company and will be retained by the Office of General Counsel of the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Accrued Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Accrued payroll and employee benefits	$ 6,382	$ 12,566
Accrued insurance	6,138	6,830
Accrued legal and environmental costs	816	1,421
Accrued taxes	2,366	1,477
Accrued interest	8,450	8,570
Amounts payable to related party	0	114
Accrued operating costs	5,902	5,685
Accrued other	3,663	6,732
Total accrued liabilities	$ 33,717	$ 43,395

XML

Subsidiary Guarantors - Additional Information (Detail)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Subsidiary ownership percentage		100.00%	100.00%	100.00%	100.00%
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Subsidiary ownership percentage	51.00%

XML

Legal Matters (Detail) shares in Millions, $ in Millions							1 Months Ended				2 Months Ended	3 Months Ended	12 Months Ended
	Apr. 01, 2014 USD ($)	Mar. 04, 2014 USD ($) shares	Jan. 28, 2014 LegalMatter	Jan. 07, 2014 USD ($)	Dec. 05, 2013 USD ($)	Oct. 29, 2013 LegalMatter	Jul. 31, 2014 USD ($)	Apr. 30, 2014 USD ($)	Oct. 31, 2013 LegalMatter	Sep. 30, 2013 LegalMatter	Oct. 31, 2013 LegalMatter	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Commitments and Contingencies Disclosure [Line Items]
Environmental accrual												$ 0.5	$ 0.7
Compensatory damages awarded	$ 105.2			$ 163.8	$ 281.6
Total value of settlement							$ 5.5						7.8
Settlement payment								$ 6.1					5.5
Litigation expense													$ 2.3
Settlement agreement in cash		$ 13.5
Stock to be issued for legal settlement, shares | shares		0.8
Stock to be issued for legal settlement, value		$ 13.5
Legal settlement, attorney fees, shares | shares		0.3
Payments for legal settlements, attorney fees								4.5
Legal settlement, escrow | shares		0.5
2013 Shareholder Derivative Actions
Commitments and Contingencies Disclosure [Line Items]
Number of lawsuits | LegalMatter									2	2	3
Number of claims consolidated | LegalMatter			2			2
Insurance Settlement
Commitments and Contingencies Disclosure [Line Items]
Settlement payment								$ 7.4
Appalachian Water Services
Commitments and Contingencies Disclosure [Line Items]
Payments to acquire businesses, gross												4.0
Notes payable, fair value disclosure												$ 7.4

XML

Subsidiary Guarantors - Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Assets
Cash and cash equivalents	$ 34,634	$ 13,367	$ 3,347
Restricted cash	4,250	114
Accounts receivable, net	61,302	108,813
Deferred income taxes	2,686	3,179
Other current assets	12,309	8,733
Current assets held for sale	1,972	20,466
Total current assets	117,153	154,672
Property, plant and equipment, net	449,829	475,982
Equity investments	3,786	3,814
Intangibles, net	18,375	19,757
Goodwill	104,721	104,721
Other assets	14,328	17,688
Long-term assets held for sale	0	94,938
Total assets	708,192	871,572
Liabilities and Equity
Accounts payable	12,856	18,859
Accrued liabilities	33,717	43,395
Current portion of contingent consideration	8,783	9,274
Current portion of long-term debt	7,321	4,863
Current portion of long-term debt		15,863
Current liabilities of discontinued operations	0	8,802
Total current liabilities	62,677	96,193
Deferred income taxes	2,956	3,448
Long-term portion of debt	516,183	592,455
Long-term portion of contingent consideration	0	550
Other long-term liabilities	3,812	3,874
Long-term liabilities of discontinued operations	0	22,105
Total equity of Nuverra Environmental Solutions, Inc.	122,564	152,947
Total liabilities and equity	708,192	871,572
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent)
Assets
Cash and cash equivalents	33,527	13,801	3,941
Restricted cash	4,250	0
Accounts receivable, net	0	0
Deferred income taxes	(314)	173
Other current assets	5,856	738
Current assets held for sale	0	0
Total current assets	43,319	14,712
Property, plant and equipment, net	2,743	3,263
Equity investments	171,071	249,426
Intangibles, net	0	0
Goodwill	0	0
Other assets	432,232	453,048
Long-term assets held for sale		0
Total assets	649,365	720,449
Liabilities and Equity
Accounts payable	849	1,310
Accrued liabilities	13,841	16,404
Current portion of contingent consideration	0	0
Current portion of long-term debt	0
Current portion of long-term debt		0
Current liabilities of discontinued operations		0
Total current liabilities	14,690	17,714
Deferred income taxes	(33,839)	(33,353)
Long-term portion of debt	501,294	582,446
Long-term portion of contingent consideration	0	0
Other long-term liabilities	44,656	695
Long-term liabilities of discontinued operations	0	0
Total equity of Nuverra Environmental Solutions, Inc.	122,564	152,947
Total liabilities and equity	649,365	720,449
Reportable Legal Entities | Guarantor Subsidiaries
Assets
Cash and cash equivalents	1,107	(434)	$ (594)
Restricted cash	0	114
Accounts receivable, net	61,302	108,813
Deferred income taxes	3,000	3,006
Other current assets	6,453	7,995
Current assets held for sale	1,972	20,466
Total current assets	73,834	139,960
Property, plant and equipment, net	447,086	472,719
Equity investments	617	645
Intangibles, net	18,375	19,757
Goodwill	104,721	104,721
Other assets	54,338	11,208
Long-term assets held for sale		94,938
Total assets	698,971	843,948
Liabilities and Equity
Accounts payable	12,007	17,549
Accrued liabilities	19,876	26,991
Current portion of contingent consideration	8,783	9,274
Current portion of long-term debt	7,321
Current portion of long-term debt		15,863
Current liabilities of discontinued operations		8,802
Total current liabilities	47,987	78,479
Deferred income taxes	36,795	36,801
Long-term portion of debt	14,889	10,009
Long-term portion of contingent consideration	0	550
Other long-term liabilities	431,398	449,747
Long-term liabilities of discontinued operations	0	22,105
Total equity of Nuverra Environmental Solutions, Inc.	167,902	246,257
Total liabilities and equity	698,971	843,948
Consolidation, Eliminations
Assets
Cash and cash equivalents	0	0
Restricted cash	0	0
Accounts receivable, net	0	0
Deferred income taxes	0	0
Other current assets	0	0
Current assets held for sale	0	0
Total current assets	0	0
Property, plant and equipment, net	0	0
Equity investments	(167,902)	(246,257)
Intangibles, net	0	0
Goodwill	0	0
Other assets	(472,242)	(446,568)
Long-term assets held for sale		0
Total assets	(640,144)	(692,825)
Liabilities and Equity
Accounts payable	0	0
Accrued liabilities	0	0
Current portion of contingent consideration	0	0
Current portion of long-term debt	0
Current portion of long-term debt		0
Current liabilities of discontinued operations		0
Total current liabilities	0	0
Deferred income taxes	0	0
Long-term portion of debt	0	0
Long-term portion of contingent consideration	0	0
Other long-term liabilities	(472,242)	(446,568)
Long-term liabilities of discontinued operations	0	0
Total equity of Nuverra Environmental Solutions, Inc.	(167,902)	(246,257)
Total liabilities and equity	$ (640,144)	$ (692,825)

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Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Effective income tax benefit rate	0.10%	(1.20%)	0.10%	18.80%
Federal statutory rate	35.00%	35.00%	35.00%	35.00%
Effective income tax rate change in deferred tax assets valuation allowance, percent		30.80%		16.70%

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Significant Accounting Policies (Details) $ in Millions	6 Months Ended
	Jun. 30, 2015 USD ($)
Accounting Policies [Abstract]
Debt Issuance Cost	$ 14.0

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Subsidiary Guarantors - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Cash flows from operating activities:
Net cash provided by operating activities from continuing operations	$ 42,336	$ (3,881)
Net cash provided by operating activities from discontinued operations	(708)	2,880
Net cash provided by operating activities	41,628	(1,001)
Cash flows from investing activities:
Proceeds from the sale of TFI	78,897	0
Proceeds from the sale of property and equipment	3,448	3,810
Purchase of property, plant and equipment	(10,807)	(23,943)
Increase in restricted cash	(4,250)	0
Net cash provided by (used in) investing activities from continuing operations	67,288	(20,133)
Net cash used in investing activities from discontinued operations	(181)	(2,262)
Net cash used in investing activities	67,107	(22,395)
Cash flows from financing activities:
Proceeds from revolving credit facility	0	50,725
Payments on revolving credit facility	(81,647)	(27,700)
Payments for deferred financing costs	0	(734)
Payments on vehicle financing and other financing activities	(7,765)	(3,713)
Net cash (used in) provided by financing activities from continuing operations	(89,412)	18,578
Net cash provided by financing activities from discontinued operations	(105)	0
Net cash (used in) provided by financing activities	(89,517)	18,578
Net increase in cash and cash equivalents	19,218	(4,818)
Cash and cash equivalents - beginning of period	15,416	9,212
Cash and cash equivalents - end of period	34,634	4,394
Less: cash and cash equivalents of discontinued operations - end of period	0	(1,047)
Cash and cash equivalents of continuing operations - end of period	34,634	3,347	$ 13,367
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent)
Cash flows from operating activities:
Net cash provided by operating activities from continuing operations	26,605	(24,791)
Net cash provided by operating activities from discontinued operations	0	0
Net cash provided by operating activities	26,605	(24,791)
Cash flows from investing activities:
Proceeds from the sale of TFI	78,897
Proceeds from the sale of property and equipment	255	0
Purchase of property, plant and equipment	0	(1,188)
Increase in restricted cash	(4,250)
Net cash provided by (used in) investing activities from continuing operations	74,902	(1,188)
Net cash used in investing activities from discontinued operations	0	0
Net cash used in investing activities	74,902	(1,188)
Cash flows from financing activities:
Proceeds from revolving credit facility		50,725
Payments on revolving credit facility	(81,647)	(27,700)
Payments for deferred financing costs		(734)
Payments on vehicle financing and other financing activities	(134)	3,790
Net cash (used in) provided by financing activities from continuing operations	(81,781)	26,081
Net cash provided by financing activities from discontinued operations	0	0
Net cash (used in) provided by financing activities	(81,781)	26,081
Net increase in cash and cash equivalents	19,726	102
Cash and cash equivalents - beginning of period	13,801	3,839
Cash and cash equivalents - end of period	33,527	3,941
Less: cash and cash equivalents of discontinued operations - end of period	0	0
Cash and cash equivalents of continuing operations - end of period	33,527	3,941	13,801
Reportable Legal Entities | Guarantor Subsidiaries
Cash flows from operating activities:
Net cash provided by operating activities from continuing operations	15,731	20,910
Net cash provided by operating activities from discontinued operations	(708)	2,880
Net cash provided by operating activities	15,023	23,790
Cash flows from investing activities:
Proceeds from the sale of TFI	0
Proceeds from the sale of property and equipment	3,193	3,810
Purchase of property, plant and equipment	(10,807)	(22,755)
Increase in restricted cash	0
Net cash provided by (used in) investing activities from continuing operations	(7,614)	(18,945)
Net cash used in investing activities from discontinued operations	(181)	(2,262)
Net cash used in investing activities	(7,795)	(21,207)
Cash flows from financing activities:
Proceeds from revolving credit facility		0
Payments on revolving credit facility	0	0
Payments for deferred financing costs		0
Payments on vehicle financing and other financing activities	(7,631)	(7,503)
Net cash (used in) provided by financing activities from continuing operations	(7,631)	(7,503)
Net cash provided by financing activities from discontinued operations	(105)	0
Net cash (used in) provided by financing activities	(7,736)	(7,503)
Net increase in cash and cash equivalents	(508)	(4,920)
Cash and cash equivalents - beginning of period	1,615	5,373
Cash and cash equivalents - end of period	1,107	453
Less: cash and cash equivalents of discontinued operations - end of period	0	(1,047)
Cash and cash equivalents of continuing operations - end of period	$ 1,107	$ (594)	$ (434)

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued liabilities consist of the following:

	June 30, 2015		December 31, 2014
Accrued payroll and employee benefits	$	6,382	$	12,566
Accrued insurance	6,138		6,830
Accrued legal and environmental costs	816		1,421
Accrued taxes	2,366		1,477
Accrued interest	8,450		8,570
Amounts payable to related party (Note 12)	—		114
Accrued operating costs	5,902		5,685
Accrued other	3,663		6,732
Total accrued liabilities	$	33,717	$	43,395

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Segments - Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenue		$ 92,427	$ 126,862	$ 211,539	$ 254,876
Direct operating expenses		71,574	94,955	159,573	190,334
General and administrative expenses		9,697	22,457	22,397	39,252
Depreciation and amortization		18,296	21,370	35,778	42,281
Operating income (loss)		(7,569)	(11,920)	(7,321)	(16,991)
Income (loss) from continuing operations before income taxes		(20,632)	(24,417)	(32,651)	(45,135)
Total assets excluding those applicable to discontinued operations (a)	[1]	706,220		706,220		$ 756,168
Total assets held for sale		1,972		1,972		115,404
Rocky Mountain
Segment Reporting Information [Line Items]
Revenue		47,601	77,479	117,011	159,385
Direct operating expenses		36,107	53,252	84,532	110,599
General and administrative expenses		1,322	1,504	3,378	4,599
Depreciation and amortization		8,801	12,765	17,538	25,434
Operating income (loss)		1,371	9,958	11,563	18,753
Income (loss) from continuing operations before income taxes		1,805	9,904	11,902	18,587
Total assets excluding those applicable to discontinued operations (a)	[1]	393,969		393,969		442,784
Total assets held for sale		1,120		1,120		0
Northeast
Segment Reporting Information [Line Items]
Revenue		27,411	22,484	54,724	41,659
Direct operating expenses		21,996	18,433	43,492	34,858
General and administrative expenses		1,021	4,360	2,925	6,284
Depreciation and amortization		4,060	3,955	7,987	7,828
Operating income (loss)		295	(4,264)	197	(7,311)
Income (loss) from continuing operations before income taxes		(200)	(2,656)	(187)	(5,890)
Total assets excluding those applicable to discontinued operations (a)	[1]	91,430		91,430		102,593
Total assets held for sale		0		0		0
Southern
Segment Reporting Information [Line Items]
Revenue		17,415	26,899	39,804	53,832
Direct operating expenses		13,471	23,270	31,549	44,877
General and administrative expenses		1,219	6,018	3,297	9,371
Depreciation and amortization		5,195	4,486	9,843	8,692
Operating income (loss)		(2,468)	(6,875)	(5,482)	(9,109)
Income (loss) from continuing operations before income taxes		(2,628)	(8,739)	(5,563)	(11,408)
Total assets excluding those applicable to discontinued operations (a)	[1]	152,491		152,491		168,191
Total assets held for sale		852		852		0
Corporate and Other
Segment Reporting Information [Line Items]
Revenue		0	0	0	0
Direct operating expenses		0	0	0	0
General and administrative expenses		6,135	10,575	12,797	18,998
Depreciation and amortization		240	164	410	327
Operating income (loss)		(6,767)	(10,739)	(13,599)	(19,324)
Income (loss) from continuing operations before income taxes		(19,609)	$ (22,926)	(38,803)	$ (46,424)
Total assets excluding those applicable to discontinued operations (a)	[1]	68,330		68,330		42,600
Total assets held for sale		$ 0		$ 0		$ 115,404

[1] Total assets exclude intercompany receivables eliminated in consolidation.

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Restructuring and Exit Costs - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Restructuring Cost and Reserve [Line Items]
Restructuring, expected cost	$ 1,200	$ 1,200
Other, net	429	1,112
Restructuring reserve			$ 0
Accrued Liabilities
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 608	608
Southern
Restructuring Cost and Reserve [Line Items]
Other, net		600
Northeast
Restructuring Cost and Reserve [Line Items]
Other, net		100
Corporate Segment
Restructuring Cost and Reserve [Line Items]
Other, net		$ 400

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Fair Value Measurements - Changes to Contingent Consideration (Detail) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Less: current portion	$ (8,783)	$ (9,274)
Long-term portion of contingent consideration	0	550
Contingent consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	9,824	15,457
Accretion	0	476
Changes in fair value of contingent consideration, net	(132)	(1,306)
Balance at end of period	8,783	9,824
Less: current portion	(8,783)	(9,274)
Long-term portion of contingent consideration	0	550
Contingent consideration | Cash
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration liability settlement	(909)	(1,014)
Contingent consideration | Common Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration liability settlement	$ 0	$ (3,789)

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Assets Held for Sale and Discontinued Operations - Financial Information of Discontinued Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
(Loss) income from discontinued operations - before sale			$ 906	$ 1,912
(Loss) income from discontinued operations	$ (2,089)	$ 1,453	(1,168)	1,912
TFI
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	1,603	29,759	19,100	57,404
(Loss) income from discontinued operations before income taxes	(15)	1,422	1,171	3,577
Income tax benefit (expense)	0	31	(265)	(1,665)
(Loss) income from discontinued operations - before sale	(15)	1,453	906	1,912
Loss on sale of TFI	(2,074)	0	(2,074)	0
(Loss) income from discontinued operations	$ (2,089)	$ 1,453	$ (1,168)	$ 1,912

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Share-based Compensation (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted during period (less than .1 million)			700,000	100,000
Stock-based compensation			$ 1,516	$ 1,408
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 100	$ 300	300	400
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	100	300	$ 200	$ 400
Number of stock released issued (less than .1 million)				100,000.0
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in period			200,000	300,000
Restricted stock expense	$ 500	$ 500	$ 1,100	$ 600

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Previous Impairments

The Company has recorded significant impairment charges in the past, most recently during the three months ended December 31, 2014. The Company believes the assumptions used in its previous impairment analyses were appropriate and resulted in reasonable estimates of fair values. In evaluating the reasonableness of the Company’s fair value estimates, the Company considers (among other factors) the relationship between its book value, the market price of its common stock and the fair value of its reporting units. At June 30, 2015 and August 3, 2015, the closing market prices of the Company’s common stock were $6.27 and $2.55 per share, respectively, compared to its book value per share of $4.36 as of June 30, 2015. The Company’s book value per share was less than its market price per share at June 30, 2015.  If the Company’s book value per share becomes greater than its market price per share for a sustained period in the future and there is continued downward pricing in services driven by oil and gas market forces, it would likely indicate the occurrence of events or changes that would cause the Company to perform additional impairment analyses which could result in revisions to its fair value estimates. While the Company believes that its estimates of fair value are reasonable, the Company will continue to monitor and evaluate this relationship.  Additionally, should actual results differ materially from the Company's projections, additional impairment would likely result.

Intangible Assets

Intangible assets consist of the following:

	June 30, 2015								December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)
Customer relationships	$	11,731	$	(5,954	)	$	5,777	6.2	$	11,694	$	(5,133	)	$	6,561	6.6
Disposal permits	1,269		(370		)	899		5.7	1,269		(288		)	981		6.2
Customer contracts	17,352		(5,653		)	11,699		11.5	17,352		(5,137		)	12,215		12.0
	$	30,352	$	(11,977	)	$	18,375	9.5	$	30,315	$	(10,558	)	$	19,757	9.9

The remaining weighted average useful lives shown are calculated based on the net book value and remaining amortization period of each respective intangible asset.

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Restructuring and Exit Costs - Schedule of Restructuring and Exit Costs (Details) - Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total
Restructuring and Related Activities [Abstract]
Severance and termination benefits	$ 424	$ 664
Contract termination costs and exit costs	5	448
Total restructuring and exit costs	$ 429	$ 1,112

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Segments (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Financial Information for Reportable Segments

Financial information for the Company’s reportable segments related to continuing operations is presented below, including the Company's historical summary financial information for the three and six months endedJune 30, 2014, which has been recast to conform to the new segment presentation.

	Rocky Mountain		Northeast			Southern			Corporate/ Other			Total
Three months ended June 30, 2015
Revenue	$	47,601	$	27,411		$	17,415		$	—		$	92,427
Direct operating expenses	36,107		21,996			13,471			—			71,574
General and administrative expenses	1,322		1,021			1,219			6,135			9,697
Depreciation and amortization	8,801		4,060			5,195			240			18,296
Operating income (loss)	1,371		295			(2,468		)	(6,767		)	(7,569		)
Income (loss) from continuing operations before income taxes	1,805		(200		)	(2,628		)	(19,609		)	(20,632		)
Six months ended June 30, 2015
Revenue	117,011		54,724			39,804			—			211,539
Direct operating expenses	84,532		43,492			31,549			—			159,573
General and administrative expenses	3,378		2,925			3,297			12,797			22,397
Depreciation and amortization	17,538		7,987			9,843			410			35,778
Operating income (loss)	11,563		197			(5,482		)	(13,599		)	(7,321		)
Income (loss) from continuing operations before income taxes	11,902		(187		)	(5,563		)	(38,803		)	(32,651		)
As of June 30, 2015
Total assets excluding those applicable to discontinued operations  (a)	393,969		91,430			152,491			68,330			706,220
Total assets held for sale	1,120		—			852			—			1,972
Three months ended June 30, 2014
Revenue	77,479		22,484			26,899			—			126,862
Direct operating expenses	53,252		18,433			23,270			—			94,955
General and administrative expenses	1,504		4,360			6,018			10,575			22,457
Depreciation and amortization	12,765		3,955			4,486			164			21,370
Operating income (loss)	9,958		(4,264		)	(6,875		)	(10,739		)	(11,920		)
Income (loss) from continuing operations before income taxes	9,904		(2,656		)	(8,739		)	(22,926		)	(24,417		)
Six months ended June 30, 2014
Revenue	159,385		41,659			53,832			—			254,876
Direct operating expenses	110,599		34,858			44,877			—			190,334
General and administrative expenses	4,599		6,284			9,371			18,998			39,252
Depreciation and amortization	25,434		7,828			8,692			327			42,281
Operating income (loss)	18,753		(7,311		)	(9,109		)	(19,324		)	(16,991		)
Income (loss) from continuing operations before income taxes	18,587		(5,890		)	(11,408		)	(46,424		)	(45,135		)
As of December 31, 2014
Total assets excluding those applicable to discontinued operations  (a)	442,784		102,593			168,191			42,600			756,168
Total assets held for sale	—		—			—			115,404			115,404

_____________________

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

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Components of (Expense) Benefit for Income Taxes

The following table shows the components of the income tax benefit for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Current income tax (expense) benefit	$	(15	)	$	1,534		$	10		$	1,534
Deferred income tax (expense) benefit	—			(1,839		)	(1		)	6,965
Total income tax (expense) benefit	$	(15	)	$	(305	)	$	9		$	8,499

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Subsidiary Guarantors - Condensed Consolidating Statement of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Income Statements, Captions [Line Items]
Revenue	$ 92,427	$ 126,862	$ 211,539	$ 254,876
Costs and expenses:
Direct operating expenses	71,574	94,955	159,573	190,334
General and administrative expenses	9,697	22,457	22,397	39,252
Depreciation and amortization	18,296	21,370	35,778	42,281
Other, net	429	0	1,112	0
Total costs and expenses	99,996	138,782	218,860	271,867
Operating loss	(7,569)	(11,920)	(7,321)	(16,991)
Interest expense, net	(12,452)	(12,969)	(25,040)	(25,019)
Other income, net	406	465	748	53
Loss from equity investments	(6)	7	(27)	(1)
Loss on extinguishment of debt	(1,011)	0	(1,011)	(3,177)
Loss from continuing operations before income taxes	(20,632)	(24,417)	(32,651)	(45,135)
Income tax (expense) benefit	(15)	(305)	9	8,499
Loss from continuing operations	(20,647)	(24,722)	(32,642)	(36,636)
(Loss) income from discontinued operations, net of income taxes	(2,089)	1,453	(1,168)	1,912
Net loss attributable to common stockholders	(22,736)	(23,269)	(33,810)	(34,724)
Reportable Legal Entities | Nuverra Environmental Solutions Inc. (Parent)
Condensed Income Statements, Captions [Line Items]
Revenue	0	0	0	0
Costs and expenses:
Direct operating expenses	0	0	0	0
General and administrative expenses	6,135	10,575	12,797	18,998
Depreciation and amortization	240	164	410	327
Other, net	392		392
Total costs and expenses	6,767	10,739	13,599	19,325
Operating loss	(6,767)	(10,739)	(13,599)	(19,325)
Interest expense, net	(11,831)	(12,187)	(24,193)	(23,923)
Other income, net	0	0	0	0
Loss from equity investments	(1,027)	982	7,055	2,758
Loss on extinguishment of debt	(1,011)		(1,011)	(3,177)
Loss from continuing operations before income taxes	(20,636)	(21,944)	(31,748)	(43,667)
Income tax (expense) benefit	(26)	(1,325)	12	8,943
Loss from continuing operations	(20,662)	(23,269)	(31,736)	(34,724)
(Loss) income from discontinued operations, net of income taxes	(2,074)	0	(2,074)	0
Net loss attributable to common stockholders	(22,736)	(23,269)	(33,810)	(34,724)
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Revenue	92,427	126,862	211,539	254,876
Costs and expenses:
Direct operating expenses	71,574	94,955	159,573	190,334
General and administrative expenses	3,562	11,882	9,600	20,254
Depreciation and amortization	18,056	21,206	35,368	41,954
Other, net	37		720
Total costs and expenses	93,229	128,043	205,261	252,542
Operating loss	(802)	(1,181)	6,278	2,334
Interest expense, net	(621)	(782)	(847)	(1,096)
Other income, net	406	465	748	53
Loss from equity investments	(6)	7	(27)	(1)
Loss on extinguishment of debt	0		0	0
Loss from continuing operations before income taxes	(1,023)	(1,491)	6,152	1,290
Income tax (expense) benefit	11	1,020	(3)	(444)
Loss from continuing operations	(1,012)	(471)	6,149	846
(Loss) income from discontinued operations, net of income taxes	(15)	1,453	906	1,912
Net loss attributable to common stockholders	(1,027)	982	7,055	2,758
Consolidation, Eliminations
Condensed Income Statements, Captions [Line Items]
Revenue	0	0	0	0
Costs and expenses:
Direct operating expenses	0	0	0	0
General and administrative expenses	0	0	0	0
Depreciation and amortization	0	0	0	0
Other, net	0		0
Total costs and expenses	0	0	0	0
Operating loss	0	0	0	0
Interest expense, net	0	0	0	0
Other income, net	0	0	0	0
Loss from equity investments	1,027	(982)	(7,055)	(2,758)
Loss on extinguishment of debt	0		0
Loss from continuing operations before income taxes	1,027	(982)	(7,055)	(2,758)
Income tax (expense) benefit	0	0	0	0
Loss from continuing operations	1,027	(982)	(7,055)	(2,758)
(Loss) income from discontinued operations, net of income taxes	0	0	0	0
Net loss attributable to common stockholders	$ 1,027	$ (982)	$ (7,055)	$ (2,758)

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Restructuring and Exit Costs - Restructuring Reserve (Details) - Jun. 30, 2015 - USD ($) $ in Thousands		Total	Total
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance			$ 0
Restructuring and exit-related costs		$ 429	1,112
Cash payments			(504)
Employee Severance
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	[1]		0
Restructuring and exit-related costs	[1]		668
Cash payments	[1]		(302)
Restructuring reserve, ending balance	[1]	366	366
Facility Closing
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	[2]		0
Restructuring and exit-related costs	[2]		292
Cash payments	[2]		(82)
Restructuring reserve, ending balance	[2]	210	210
Other Restructuring
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	[3]		0
Restructuring and exit-related costs	[3]		152
Cash payments	[3]		(120)
Restructuring reserve, ending balance	[3]	$ 32	$ 32

[1] Employee termination costs consist primarily of severance and related costs.

[2] Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company.

[3] Other exit costs include costs related to the movement of vehicles and rental fleet in connection with the exit from certain shale areas.

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Assets Held for Sale and Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

The following table provides selected financial information of discontinued operations related to TFI (includes TFI's results through the sale on April 11, 2015):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2015			2014		2015			2014
Revenue	$	1,603		$	29,759	$	19,100		$	57,404
(Loss) income from discontinued operations before income taxes	$	(15	)	$	1,422	$	1,171		$	3,577
Income tax benefit (expense)	—			31		(265		)	(1,665		)
(Loss) income from discontinued operations - before sale	$	(15	)	$	1,453	$	906		$	1,912
Loss on sale of TFI	(2,074		)	—		(2,074		)	—
(Loss) income from discontinued operations	$	(2,089	)	$	1,453	$	(1,168	)	$	1,912

The carrying value of the assets and liabilities of TFI that are classified as held for sale in the accompanying condensed consolidated balance sheets at December 31, 2014 are as follows:

	December 31,
	2014
Assets:
Cash and cash equivalents	$	2,049
Accounts receivable, net	13,592
Inventories, net	2,011
Prepaid expenses and other receivables	2,545
Other current assets	269
Total current assets held for sale	20,466
Property, plant and equipment, net	28,366
Intangible assets, net	66,572
Total long-term assets held for sale	94,938
Total assets held for sale	$	115,404
Liabilities:
Accounts payable	$	4,544
Accrued expenses	4,214
Current portion of long-term debt	44
Total current liabilities of discontinued operations	8,802
Long-term portion of debt	61
Long-term liabilities of discontinued operations - deferred income taxes	22,044
Total liabilities of discontinued operations	30,907
Net assets held for sale	$	84,497

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Subsidiary Guarantors (Tables)

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Balance Sheet

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2015

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	33,527		$	1,107	$	—		$	34,634
Restricted cash	4,250			—		—			4,250
Accounts receivable, net	—			61,302		—			61,302
Deferred income taxes	(314		)	3,000		—			2,686
Other current assets	5,856			6,453		—			12,309
Current assets held for sale	—			1,972		—			1,972
Total current assets	43,319			73,834		—			117,153
Property, plant and equipment, net	2,743			447,086		—			449,829
Equity investments	171,071			617		(167,902		)	3,786
Intangible assets, net	—			18,375		—			18,375
Goodwill	—			104,721		—			104,721
Other	432,232			54,338		(472,242		)	14,328
TOTAL ASSETS	$	649,365		$	698,971	$	(640,144	)	$	708,192
LIABILITIES AND EQUITY
Accounts payable	$	849		$	12,007	$	—		$	12,856
Accrued expenses	13,841			19,876		—			33,717
Current portion of contingent consideration	—			8,783		—			8,783
Current portion of long-term debt	—			7,321		—			7,321
Total current liabilities	14,690			47,987		—			62,677
Deferred income taxes	(33,839		)	36,795		—			2,956
Long-term portion of debt	501,294			14,889		—			516,183
Long-term portion of contingent consideration	—			—		—			—
Other long-term liabilities	44,656			431,398		(472,242		)	3,812
Long-term liabilities of discontinued operations	—			—		—			—
Total shareholders' equity	122,564			167,902		(167,902		)	122,564
TOTAL LIABILITIES AND EQUITY	$	649,365		$	698,971	$	(640,144	)	$	708,192

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	13,801		$	(434	)	$	—		$	13,367
Restricted cash	—			114			—			114
Accounts receivable, net	—			108,813			—			108,813
Deferred income taxes	173			3,006			—			3,179
Other current assets	738			7,995			—			8,733
Current assets held for sale	—			20,466			—			20,466
Total current assets	14,712			139,960			—			154,672
Property, plant and equipment, net	3,263			472,719			—			475,982
Equity investments	249,426			645			(246,257		)	3,814
Intangible assets, net	—			19,757			—			19,757
Goodwill	—			104,721			—			104,721
Other	453,048			11,208			(446,568		)	17,688
Long-term assets held for sale	—			94,938			—			94,938
TOTAL ASSETS	$	720,449		$	843,948		$	(692,825	)	$	871,572
LIABILITIES AND EQUITY
Accounts payable	$	1,310		$	17,549		$	—		$	18,859
Accrued expenses	16,404			26,991			—			43,395
Current portion of contingent consideration	—			9,274			—			9,274
Current portion of long-term debt	—			15,863			—			15,863
Current liabilities of discontinued operations	—			8,802			—			8,802
Total current liabilities	17,714			78,479			—			96,193
Deferred income taxes	(33,353		)	36,801			—			3,448
Long-term portion of debt	582,446			10,009			—			592,455
Long-term portion of contingent consideration	—			550			—			550
Other long-term liabilities	695			449,747			(446,568		)	3,874
Long-term liabilities of discontinued operations	—			22,105			—			22,105
Total shareholders' equity	152,947			246,257			(246,257		)	152,947
TOTAL LIABILITIES AND EQUITY	$	720,449		$	843,948		$	(692,825	)	$	871,572

Condensed Consolidating Statement of Operations

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations		Consolidated
Revenue	$	—		$	92,427		$	—	$	92,427
Costs and expenses:
Direct operating expenses	—			71,574			—		71,574
General and administrative expenses	6,135			3,562			—		9,697
Depreciation and amortization	240			18,056			—		18,296
Other, net	392			37			—		429
Total costs and expenses	6,767			93,229			—		99,996
Operating loss	(6,767		)	(802		)	—		(7,569		)
Interest expense, net	(11,831		)	(621		)	—		(12,452		)
Other income, net	—			406			—		406
Loss from equity investments	(1,027		)	(6		)	1,027		(6		)
Loss on extinguishment of debt	(1,011		)	—			—		(1,011		)
Loss from continuing operations before income taxes	(20,636		)	(1,023		)	1,027		(20,632		)
Income tax (expense) benefit	(26		)	11			—		(15		)
Loss from continuing operations	(20,662		)	(1,012		)	1,027		(20,647		)
Loss from discontinued operations, net of income taxes	(2,074		)	(15		)	—		(2,089		)
Net loss attributable to common stockholders	$	(22,736	)	$	(1,027	)	$	1,027	$	(22,736	)

THREE MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	126,862		$	—		$	126,862
Costs and expenses:
Direct operating expenses	—			94,955			—			94,955
General and administrative expenses	10,575			11,882			—			22,457
Depreciation and amortization	164			21,206			—			21,370
Total costs and expenses	10,739			128,043			—			138,782
Operating loss	(10,739		)	(1,181		)	—			(11,920		)
Interest expense, net	(12,187		)	(782		)	—			(12,969		)
Other income, net	—			465			—			465
Income from equity investments	982			7			(982		)	7
Loss from continuing operations before income taxes	(21,944		)	(1,491		)	(982		)	(24,417		)
Income tax (expense) benefit	(1,325		)	1,020			—			(305		)
Loss from continuing operations	(23,269		)	(471		)	(982		)	(24,722		)
Income from discontinued operations, net of income taxes	—			1,453			—			1,453
Net (loss) income attributable to common stockholders	$	(23,269	)	$	982		$	(982	)	$	(23,269	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	211,539		$	—		$	211,539
Costs and expenses:
Direct operating expenses	—			159,573			—			159,573
General and administrative expenses	12,797			9,600			—			22,397
Depreciation and amortization	410			35,368			—			35,778
Other, net	392			720			—			1,112
Total costs and expenses	13,599			205,261			—			218,860
Operating (loss) income	(13,599		)	6,278			—			(7,321		)
Interest expense, net	(24,193		)	(847		)	—			(25,040		)
Other income, net	—			748			—			748
Income (loss) from equity investments	7,055			(27		)	(7,055		)	(27		)
Loss on extinguishment of debt	(1,011		)	—			—			(1,011		)
(Loss) income from continuing operations before income taxes	(31,748		)	6,152			(7,055		)	(32,651		)
Income tax benefit (expense)	12			(3		)	—			9
(Loss) income from continuing operations	(31,736		)	6,149			(7,055		)	(32,642		)
(Loss) income from discontinued operations, net of income taxes	(2,074		)	906			—			(1,168		)
Net (loss) income attributable to common stockholders	$	(33,810	)	$	7,055		$	(7,055	)	$	(33,810	)

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	254,876		$	—		$	254,876
Costs and expenses:
Direct operating expenses	—			190,334			—			190,334
General and administrative expenses	18,998			20,254			—			39,252
Depreciation and amortization	327			41,954			—			42,281
Total costs and expenses	19,325			252,542			—			271,867
Operating (loss) income	(19,325		)	2,334			—			(16,991		)
Interest expense, net	(23,923		)	(1,096		)	—			(25,019		)
Other income, net	—			53			—			53
Income (loss) from equity investments	2,758			(1		)	(2,758		)	(1		)
Loss on extinguishment of debt	(3,177		)	—						(3,177		)
(Loss) income from continuing operations before income taxes	(43,667		)	1,290			(2,758		)	(45,135		)
Income tax benefit (expense)	8,943			(444		)	—			8,499
(Loss) income from continuing operations	(34,724		)	846			(2,758		)	(36,636		)
Income from discontinued operations, net of income taxes	—			1,912			—			1,912
Net (loss) income attributable to common stockholders	$	(34,724	)	$	2,758		$	(2,758	)	$	(34,724	)

Condensed Consolidating Statement of Cash Flows

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities from continuing operations	$	26,605		$	15,731		$	42,336
Net cash used in operating activities from discontinued operations	—			(708		)	(708		)
Net cash provided by operating activities	26,605			15,023			41,628
Cash flows from investing activities:
Proceeds from TFI sale	78,897			—			78,897
Proceeds from the sale of property and equipment	255			3,193			3,448
Purchase of property, plant and equipment	—			(10,807		)	(10,807		)
Increase in restricted cash	(4,250		)	—			(4,250		)
Net cash provided by (used in) investing activities from continuing operations	74,902			(7,614		)	67,288
Net cash used in investing activities from discontinued operations	—			(181		)	(181		)
Net cash provided by (used in) investing activities	74,902			(7,795		)	67,107
Cash flows from financing activities:
Payments on revolving credit facility	(81,647		)	—			(81,647		)
Payments on vehicle financing and other financing activities	(134		)	(7,631		)	(7,765		)
Net cash used in financing activities from continuing operations	(81,781		)	(7,631		)	(89,412		)
Net cash used in financing activities from discontinued operations	—			(105		)	(105		)
Net cash used in financing activities	(81,781		)	(7,736		)	(89,517		)
Net increase (decrease) in cash	19,726			(508		)	19,218
Cash and cash equivalents - beginning of period	13,801			1,615			15,416
Cash and cash equivalents - end of period	33,527			1,107			34,634
Less: cash and cash equivalents of discontinued operations - end of period	—			—			—
Cash and cash equivalents of continuing operations - end of period	$	33,527		$	1,107		$	34,634

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Consolidated
Net cash (used in) provided by operating activities from continuing operations	$	(24,791	)	$	20,910		$	(3,881	)
Net cash provided by operating activities from discontinued operations	—			2,880			2,880
Net cash (used in) provided by operating activities	(24,791		)	23,790			(1,001		)
Cash flows from investing activities:
Proceeds from the sale of property and equipment	—			3,810			3,810
Purchase of property, plant and equipment	(1,188		)	(22,755		)	(23,943		)
Net cash used in investing activities from continuing operations	(1,188		)	(18,945		)	(20,133		)
Net cash used in investing activities from discontinued operations	—			(2,262		)	(2,262		)
Net cash used in investing activities	(1,188		)	(21,207		)	(22,395		)
Cash flows from financing activities:							—
Proceeds from revolving credit facility	50,725			—			50,725
Payments on revolving credit facility	(27,700		)	—			(27,700		)
Payments for deferred financing costs	(734		)	—			(734		)
Payments on vehicle financing and other financing activities	3,790			(7,503		)	(3,713		)
Net cash provided by (used in) financing activities from continuing operations	26,081			(7,503		)	18,578
Net cash used in financing activities from discontinued operations	—			—			—
Net cash provided by (used in) financing activities	26,081			(7,503		)	18,578
Net increase (decrease) in cash	102			(4,920		)	(4,818		)
Cash and cash equivalents - beginning of period	3,839			5,373			9,212
Cash and cash equivalents - end of period	3,941			453			4,394
Less: cash and cash equivalents of discontinued operations - end of period	—			(1,047		)	(1,047		)
Cash and cash equivalents of continuing operations - end of period	$	3,941		$	(594	)	$	3,347

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Earnings Per Share

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic and diluted loss per common share from continuing operations, basic and diluted loss per common share from discontinued operations and net loss per basic and diluted common share have been computed using the weighted average number of shares of common stock outstanding during the period. Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is based upon the weighted average number of common shares outstanding during the period plus the additional weighted average common equivalent shares during the period. Common equivalent shares result from the assumed exercise of outstanding warrants, restricted stock and stock options, the proceeds of which are then assumed to have been used to repurchase outstanding shares of common stock. Inherently, stock warrants are deemed to be antidilutive when the average market price of the common stock during the period is less than the exercise prices of the stock warrants.

Pursuant to ASC Topic 260-10-45-18, an entity that reports a discontinued operation in a period shall use income (loss) from continuing operations, adjusted for preferred dividends, as the control number in determining whether potential common equivalent shares are dilutive or antidilutive. That is, the same number of potential common equivalent shares used in computing the diluted per-share amount for income (loss) from continuing operations shall be used in computing all other reported diluted per-share amounts even if those amounts would be antidilutive to their respective basic per-share amounts. For the three and six months endedJune 30, 2015 and 2014, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents were included in the computation of diluted EPS from continuing operations because the inclusion of such shares would be antidilutive based on the net losses from continuing operations reported for those periods. Accordingly, for the three and six month periods ended June 30, 2015 and 2014, no shares of common stock underlying stock options, restricted stock, or other common stock equivalents were included in the computations of diluted EPS from loss from discontinued operations or diluted EPS from net loss per common share, because such shares were excluded from the computation of diluted EPS from continuing operations for those periods based on the guidance referenced above.

The following table presents the calculation of basic and diluted net loss per common share:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Numerator:
Loss from continuing operations	(20,647		)	(24,722		)	(32,642		)	(36,636		)
(Loss) income from discontinued operations	(2,089		)	1,453			(1,168		)	1,912
Net loss attributable to common stockholders	$	(22,736	)	$	(23,269	)	$	(33,810	)	$	(34,724	)
Denominator:
Weighted average shares—basic	27,679			25,524			27,546			25,273
Common stock equivalents	—			—			—			—
Weighted average shares—diluted	27,679			25,524			27,546			25,273
Basic and diluted loss per common share from continuing operations	$	(0.75	)	$	(0.97	)	$	(1.18	)	$	(1.45	)
Basic and diluted (loss) income per common share from discontinued operations	(0.08		)	0.06			(0.04		)	0.08
Net loss per basic and diluted common share	$	(0.83	)	$	(0.91	)	$	(1.22	)	$	(1.37	)
Antidilutive stock-based awards excluded	799			222			799			237

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Basis of Presentation (Detail) - Direct Operating Expense [Member] - Restatement Adjustment - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Selling, General and Administrative Expense	$ 2.2		$ 4.0
Operating expenses		$ 2.2		$ 4.0

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Debt - Schedule of Debt (Detail) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
		Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014	Nov. 30, 2012	Apr. 30, 2012
Debt Instrument [Line Items]
Interest rate		3.30%	3.30%
Fair value of debt	[1]	$ 424,042,000	$ 424,042,000
Long term debt		524,042,000	524,042,000	$ 597,937,000
Debt Issuance Cost			14,000,000
Original issue discount	[2]	(760,000)	(760,000)	(874,000)
Original issue premium	[2]	222,000	222,000	255,000
Total debt, net		523,504,000	523,504,000	597,318,000
Less: current portion		(7,321,000)	(7,321,000)	(4,863,000)
Long-term portion of debt		516,183,000	$ 516,183,000	592,455,000
Debt instrument maturity year maximum			2017
Notes payable, noncurrent		100,000	$ 100,000	300,000
Capital lease obligations, noncurrent		14,800,000	14,800,000	$ 14,600,000
Appalachian Water Services
Debt Instrument [Line Items]
Business acquisition equity interest issuable, value		$ 11,000,000	11,000,000
Percentage of ownership interest to be acquired		49.00%
Payments to acquire businesses, gross		$ 4,000,000
Notes payable, fair value disclosure		7,400,000	7,400,000
Asset Based Revolving Credit Facility Amendment [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 195,000,000.0	$ 195,000,000.0
Asset Based Revolving Credit Facility
Debt Instrument [Line Items]
Interest rate	[3]	2.43%	2.43%	2.43%
Debt instrument maturity month and year	[3]			2018-01
Maturity date description	[3]		Jan. 2018
Unamortized deferred financing costs	[3]	$ 3,643,000	$ 3,643,000
Fair value of debt	[1],[3]	101,832,000	101,832,000
Long term debt	[3]	101,832,000	101,832,000	$ 183,065,000
Line of credit facility, maximum borrowing capacity		$ 245,000,000	$ 245,000,000
2018 Notes
Debt Instrument [Line Items]
Interest rate	[4]	9.875%	9.875%	9.875%
Debt instrument maturity month and year	[4]			2018-04
Maturity date description	[4]		Apr. 2018
Unamortized deferred financing costs	[4]	$ 10,330,000	$ 10,330,000
Fair value of debt	[1],[4]	300,000,000	300,000,000
Long term debt	[4]	400,000,000	400,000,000	$ 400,000,000
Face amount		$ 400,000,000	$ 400,000,000		$ 150,000,000.0	$ 250,000,000.0
Interest rate, effective percentage		11.00%	11.00%
Vehicle Financings
Debt Instrument [Line Items]
Interest rate	[5]	3.30%	3.30%	3.30%
Maturity date description	[5]		Various	Various
Unamortized deferred financing costs	[5]	$ 0	$ 0
Fair value of debt	[1],[5]	14,839,000	14,839,000
Long term debt	[5]	$ 14,839,000	$ 14,839,000	$ 14,872,000
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Interest rate	[6]	4.25%	4.25%	4.25%
Debt instrument maturity month and year	[6]			2019-04
Maturity date description	[6]		Apr. 2019
Unamortized deferred financing costs	[6]	$ 0	$ 0
Fair value of debt	[1],[6]	7,371,000	7,371,000
Long term debt	[6]	$ 7,371,000	$ 7,371,000	$ 0

[1] The estimated fair value of the Company’s 2018 Notes is based on quoted market prices as of June 30, 2015. The Company’s ABL Facility and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.

[2] The issuance discount represents the unamortized difference between the $250.0 million aggregate principal amount of the 2018 Notes issued in April 2012 and the proceeds received upon issuance (excluding interest and fees). The issuance premium represents the unamortized difference between the proceeds received in connection with the November 2012 issuance of the 2018 Notes (excluding interest and fees) and the $150.0 million aggregate principal amount thereunder.

[3] The interest rate presented represents the interest rate on the $195.0 million ABL Facility at June 30, 2015.

[4] The interest rate presented represents the coupon rate on the Company’s outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “2018 Notes”), excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually in April and October.

[5] Vehicle financings consist of installment notes payable and capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 3.30% and which mature in varying installments between 2015 and 2017. Installment notes payable and capital lease obligations were less than $0.1 million and $14.8 million, respectively, at June 30, 2015 and were $0.3 million and $14.6 million, respectively, at December 31, 2014.

[6] During the three months ended June 30, 2015, the Company settled its $11.0 million financing obligation to acquire the remaining 49% interest in AWS from the non-controlling interest holder with a $4.0 million cash payment and a $7.4 million note payable due in equal quarterly installments through April 2019.

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Assets Held for Sale and Discontinued Operations - Carrying Value of Assets and Liabilities Classified as Held for Sale (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Apr. 11, 2015	Dec. 31, 2014	Jun. 30, 2014
Assets:
Cash and cash equivalents	$ 0			$ 1,047
Total current assets held for sale	1,972		$ 20,466
Total long-term assets held for sale	0		94,938
Total assets held for sale	1,972		115,404
Liabilities:
Total current liabilities of discontinued operations	$ 0		8,802
TFI
Assets:
Cash and cash equivalents		$ 74,600	2,049
Accounts receivable, net			13,592
Inventories, net			2,011
Prepaid expenses and other receivables			2,545
Other current assets			269
Total current assets held for sale			20,466
Property, plant and equipment, net			28,366
Intangible assets, net			66,572
Total long-term assets held for sale			94,938
Total assets held for sale			115,404
Liabilities:
Accounts payable			4,544
Accrued expenses			4,214
Current portion of long-term debt			44
Total current liabilities of discontinued operations			8,802
Long-term portion of debt			61
Long-term liabilities of discontinued operations - deferred income taxes			22,044
Total liabilities of discontinued operations			30,907
Net assets held for sale			$ 84,497

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents	$ 34,634	$ 13,367
Restricted cash	4,250	114
Accounts receivable, net of allowance for doubtful accounts of $5.4 and $7.6 million at June 30, 2015 and December 31, 2014, respectively	61,302	108,813
Inventories	3,252	4,413
Prepaid expenses and other receivables	8,892	4,147
Deferred income taxes	2,686	3,179
Other current assets	165	173
Current assets held for sale	1,972	20,466
Total current assets	117,153	154,672
Property, plant and equipment, net of accumulated depreciation of $187.2 and $155.8 million at June 30, 2015 and December 31, 2014, respectively	449,829	475,982
Equity investments	3,786	3,814
Intangibles, net	18,375	19,757
Goodwill	104,721	104,721
Other assets	14,328	17,688
Long-term assets held for sale	0	94,938
Total assets	708,192	871,572
Liabilities and Equity
Accounts payable	12,856	18,859
Accrued liabilities	33,717	43,395
Current portion of contingent consideration	8,783	9,274
Current portion of long-term debt	7,321	4,863
Financing obligation to acquire non-controlling interest	0	11,000
Current liabilities of discontinued operations	0	8,802
Total current liabilities	62,677	96,193
Deferred income taxes	2,956	3,448
Long-term portion of debt	516,183	592,455
Long-term portion of contingent consideration	0	550
Other long-term liabilities	3,812	3,874
Long-term liabilities of discontinued operations	0	22,105
Total liabilities	$ 585,628	$ 718,625
Commitments and contingencies
Common stock	$ 30	$ 29
Additional paid-in capital	1,369,098	1,365,537
Treasury stock	(19,786)	(19,651)
Accumulated deficit	(1,226,778)	(1,192,968)
Total equity of Nuverra Environmental Solutions, Inc.	122,564	152,947
Total liabilities and equity	$ 708,192	$ 871,572

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Income Taxes - Components of (Expense) Benefit for Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current income tax (expense) benefit	$ (15)	$ 1,534	$ 10	$ 1,534
Deferred income tax (expense) benefit	0	(1,839)	(1)	6,965
Total income tax (expense) benefit	$ (15)	$ (305)	$ 9	$ 8,499

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Basis of Presentation

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with the rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth herein. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, transactions and profits are eliminated in consolidation. All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted.

The Company’s condensed consolidated balance sheet as of December 31, 2014, included herein, has been derived from the audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015 (“2014 Annual Report on Form 10-K”). Unless stated otherwise, any reference to statement of operations items in these accompanying unaudited interim condensed consolidated financial statements refers to results from continuing operations. The Company has not included a statement of comprehensive income as there were no transactions to report in the periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been omitted from these financial statements and related notes pursuant to the rules and regulations of the SEC. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in the Company’s 2014 Annual Report on Form 10-K as well as other information it has filed with the SEC.

Reclassifications

Certain reclassifications and adjustments have been made to prior period amounts in the accompanying condensed consolidated statements of operations and cash flows and notes thereto in order to conform to the current year’s presentation including:

• Certain similar line items in the condensed consolidated statements of operations and cash flows have been combined to present a more concise and easier to follow presentation.

• As described in Note 13, the Company redefined its operating and reportable segments during the three months ended September 30, 2014 and as a result, prior year periods have been recast to conform to the current year segment presentation.

• A portion of certain non-medical insurance costs previously presented as a component of “General and administrative expenses” in the condensed consolidated statement of operations have been re-allocated and are now included in the line item “Direct operating expenses” as the Company believes these costs are directly related to the operations of the Company. Such costs were approximately $2.2 million and $4.0 million for the three and six months endedJune 30, 2014.

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Goodwill and Intangible Assets (Detail) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Aug. 03, 2015
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 30,352	$ 30,315
Accumulated amortization	(11,977)	(10,558)
Intangible assets, net	$ 18,375	$ 19,757
Useful life	9 years 6 months	9 years 11 months
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 11,731	$ 11,694
Accumulated amortization	(5,954)	(5,133)
Intangible assets, net	$ 5,777	$ 6,561
Useful life	6 years 2 months	6 years 7 months
Disposal permits
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 1,269	$ 1,269
Accumulated amortization	(370)	(288)
Intangible assets, net	$ 899	$ 981
Useful life	5 years 8 months	6 years 2 months
Customer Contracts
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 17,352	$ 17,352
Accumulated amortization	(5,653)	(5,137)
Intangible assets, net	$ 11,699	$ 12,215
Useful life	11 years 6 months	12 years
Common Stock
Finite-Lived Intangible Assets [Line Items]
Share price	$ 6.27
Book value per share	$ 4.36
Subsequent Event | Common Stock
Finite-Lived Intangible Assets [Line Items]
Share price			$ 2.55

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted net loss per common share:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Numerator:
Loss from continuing operations	(20,647		)	(24,722		)	(32,642		)	(36,636		)
(Loss) income from discontinued operations	(2,089		)	1,453			(1,168		)	1,912
Net loss attributable to common stockholders	$	(22,736	)	$	(23,269	)	$	(33,810	)	$	(34,724	)
Denominator:
Weighted average shares—basic	27,679			25,524			27,546			25,273
Common stock equivalents	—			—			—			—
Weighted average shares—diluted	27,679			25,524			27,546			25,273
Basic and diluted loss per common share from continuing operations	$	(0.75	)	$	(0.97	)	$	(1.18	)	$	(1.45	)
Basic and diluted (loss) income per common share from discontinued operations	(0.08		)	0.06			(0.04		)	0.08
Net loss per basic and diluted common share	$	(0.83	)	$	(0.91	)	$	(1.22	)	$	(1.37	)
Antidilutive stock-based awards excluded	799			222			799			237

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Fair Value Measurements - Measured on a Recurring Basis (Detail) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Assets - cost method investment	$ 3,169	$ 3,169
Liabilities:
Contingent consideration	8,783	9,824
Financing obligation to acquire non-controlling interest	$ 0	$ 11,000

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy of the Valuation Techniques

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 and the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value used significant unobservable inputs (Level 3) and were as follows:

	Fair Value
June 30, 2015
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	8,783
Financing obligation to acquire non-controlling interest	—
December 31, 2014
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	9,824
Financing obligation to acquire non-controlling interest	11,000

Changes to Contingent Consideration

Changes to contingent consideration obligations during the six months endedJune 30, 2015 and the year ended December 31, 2014 were as follows:

	June 30, 2015			December 31, 2014
Balance at beginning of period	$	9,824		$	15,457
Accretion	—			476
Cash payments	(909		)	(1,014		)
Issuances of stock	—			(3,789		)
Changes in fair value of contingent consideration, net	(132		)	(1,306		)
Balance at end of period	8,783			9,824
Less: current portion	(8,783		)	(9,274		)
Long-term portion of contingent consideration	$	—		$	550

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

There have been no material changes or developments in the Company’s significant accounting policies or evaluation of accounting estimates and underlying assumptions or methodologies that are “Critical Accounting Policies and Estimates” as disclosed in the Company’s 2014 Annual Report on Form 10-K.

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update will be added to Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements and ASC Topic 360, Property, Plant, and Equipment. The standard changes the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendment adds a requirement to the threshold for items held for sale or disposed of that the discontinuation of the component of the entity must also have a strategic shift with a major effect on operations and financial results. Additionally, an asset held for sale on acquisition will have to meet all of the held for sale criteria on the acquisition date. The amendment removed the prohibition of significant ongoing involvement in the operations of the component of the entity. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2014, which for the Company is the reporting period beginning January 1, 2015. The amendment does not apply to components classified as held for sale before the effective date and does not change the presentation of components previously classified as discontinued operations. As described in Note 14, during the fourth quarter of 2013, our board of directors approved and committed to a plan to divest Thermo Fluids Inc. ("TFI"), which comprised our previously reported industrial solutions business segment. As a result, we considered TFI to be held for sale (through its sale in April 2015) and its assets and liabilities, results of operations and cash flows are presented as discontinued operations in the accompanying condensed consolidated financial statements for the three and six months endedJune 30, 2015 and 2014. The Company has assessed the impact of ASU No. 2014-08 and determined all criterion to be initially classified as held for sale have been qualitatively, quantitatively, and on the whole, substantially met with respect to the TFI sale.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications. The amendments in this update may be applied retrospectively or modified retrospectively effective for reporting periods beginning after December 15, 2016, which for the Company is the reporting period starting January 1, 2017. The Company is reviewing the guidance in ASU 2014-09 and has not concluded the impact, if any, on its condensed consolidated financial statements and has not determined its method of adoption. However, based upon the Company's preliminary assessment of ASU No. 2014-09, the Company does not believe the adoption of ASU 2014-09 will have a material impact on the Company’s condensed consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in this update will be added to the ASC as Topic 718, Compensation - Stock Compensation, and will require a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A performance condition is not considered in determining the award’s grant date fair value. Instead, it is considered when a company estimates the number of awards that will vest. Compensation cost is recognized when it is probable that the performance condition will be met. As such, the entity must reassess whether that is the case each reporting period and reverse any previously recognized compensation cost if it is no longer probable that the performance condition will be met. The amendment in this update may be applied prospectively for share-based payment awards granted or modified on or after the reporting period starting January 1, 2017, or retrospectively, using a modified retrospective approach. The Company is reviewing the guidance in ASU 2014-12 and does not believe the adoption of ASU 2014-12 will have a material impact on the Company’s condensed consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the Company in the first quarter of 2016 with early adoption permitted. The Company is reviewing the guidance in ASU 2014-15 and evaluating the impact ASU 2014-15 may have on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC Subtopic 835-30, Interest - Imputation of Interest.  The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities will be required to present debt issuance costs as a direct deduction from the face amount of the related note, rather than as a deferred charge.  Upon adoption, the amended guidance will affect the Company's classification of debt issuance costs, which are currently classified in "Other assets" in the condensed consolidated balance sheets.  The reclassification of debt issuance costs will effectively decrease "Other assets" and correspondingly decrease the respective long-term debt balances.  The amendments in this ASU require retrospective application, with related disclosures for a change in accounting principle.  Upon adoption, the Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of the adjusted prior period information and the effect of the change on the financial statement line items. For public business entities, the amendments in this ASU will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years.  Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning of 2016. The Company's total debt issuance costs as of June 30, 2015 were $14.0 million.

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 5.4	$ 7.6
Property, plant and equipment, accumulated depreciation	$ 187.2	$ 155.8

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Related Party and Affiliated Company Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party and Affiliated Company Transactions

Related Party and Affiliated Company Transactions

There have been no significant changes to the related party transactions with Richard J. Heckmann, the former Executive Chairman of the Company’s board of directors, and Mark D. Johnsrud, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, for the use of an aircraft, apartment rentals, purchases of fresh water for resale and use of land where certain of the Company’s saltwater disposal wells are situated as described in Note 18 to the consolidated financial statements included in the Company’s 2014 Annual Report on Form 10-K.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	NES
Entity Registrant Name	Nuverra Environmental Solutions, Inc.
Entity Central Index Key	0001403853
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		28,092,698

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Segments

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segments

Segments

The Company evaluates business segment performance based on income (loss) before income taxes exclusive of corporate general and administrative costs and interest expense, which are not allocated to the segments. As described previously, during the three months ended September 30, 2014 the Company completed the organizational realignment of its shale solutions business into three operating divisions, which the Company considers to be operating and reportable segments of its continuing operations: (1) the Northeast division comprising the Marcellus and Utica Shale areas, (2) the Southern division comprising the Haynesville, Eagle Ford, Mississippian and Permian Basin Shale areas and (3) the Rocky Mountain division comprising the Bakken Shale area. Corporate/Other includes certain corporate costs and losses from discontinued operations, as well as assets held for sale and certain other corporate assets.

Financial information for the Company’s reportable segments related to continuing operations is presented below, including the Company's historical summary financial information for the three and six months endedJune 30, 2014, which has been recast to conform to the new segment presentation.

	Rocky Mountain		Northeast			Southern			Corporate/ Other			Total
Three months ended June 30, 2015
Revenue	$	47,601	$	27,411		$	17,415		$	—		$	92,427
Direct operating expenses	36,107		21,996			13,471			—			71,574
General and administrative expenses	1,322		1,021			1,219			6,135			9,697
Depreciation and amortization	8,801		4,060			5,195			240			18,296
Operating income (loss)	1,371		295			(2,468		)	(6,767		)	(7,569		)
Income (loss) from continuing operations before income taxes	1,805		(200		)	(2,628		)	(19,609		)	(20,632		)
Six months ended June 30, 2015
Revenue	117,011		54,724			39,804			—			211,539
Direct operating expenses	84,532		43,492			31,549			—			159,573
General and administrative expenses	3,378		2,925			3,297			12,797			22,397
Depreciation and amortization	17,538		7,987			9,843			410			35,778
Operating income (loss)	11,563		197			(5,482		)	(13,599		)	(7,321		)
Income (loss) from continuing operations before income taxes	11,902		(187		)	(5,563		)	(38,803		)	(32,651		)
As of June 30, 2015
Total assets excluding those applicable to discontinued operations  (a)	393,969		91,430			152,491			68,330			706,220
Total assets held for sale	1,120		—			852			—			1,972
Three months ended June 30, 2014
Revenue	77,479		22,484			26,899			—			126,862
Direct operating expenses	53,252		18,433			23,270			—			94,955
General and administrative expenses	1,504		4,360			6,018			10,575			22,457
Depreciation and amortization	12,765		3,955			4,486			164			21,370
Operating income (loss)	9,958		(4,264		)	(6,875		)	(10,739		)	(11,920		)
Income (loss) from continuing operations before income taxes	9,904		(2,656		)	(8,739		)	(22,926		)	(24,417		)
Six months ended June 30, 2014
Revenue	159,385		41,659			53,832			—			254,876
Direct operating expenses	110,599		34,858			44,877			—			190,334
General and administrative expenses	4,599		6,284			9,371			18,998			39,252
Depreciation and amortization	25,434		7,828			8,692			327			42,281
Operating income (loss)	18,753		(7,311		)	(9,109		)	(19,324		)	(16,991		)
Income (loss) from continuing operations before income taxes	18,587		(5,890		)	(11,408		)	(46,424		)	(45,135		)
As of December 31, 2014
Total assets excluding those applicable to discontinued operations  (a)	442,784		102,593			168,191			42,600			756,168
Total assets held for sale	—		—			—			115,404			115,404

_____________________

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

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Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Revenue:
Non-rental revenue	$ 85,530	$ 107,299	$ 192,540	$ 217,143
Rental revenue	6,897	19,563	18,999	37,733
Total revenue	92,427	126,862	211,539	254,876
Costs and expenses:
Direct operating expenses	71,574	94,955	159,573	190,334
General and administrative expenses	9,697	22,457	22,397	39,252
Depreciation and amortization	18,296	21,370	35,778	42,281
Other, net	429	0	1,112	0
Total costs and expenses	99,996	138,782	218,860	271,867
Operating loss	(7,569)	(11,920)	(7,321)	(16,991)
Interest expense, net	(12,452)	(12,969)	(25,040)	(25,019)
Other income, net	400	472	721	52
Loss on extinguishment of debt	(1,011)	0	(1,011)	(3,177)
Loss from continuing operations before income taxes	(20,632)	(24,417)	(32,651)	(45,135)
Income tax (expense) benefit	(15)	(305)	9	8,499
Loss from continuing operations	(20,647)	(24,722)	(32,642)	(36,636)
(Loss) income from discontinued operations, net of income taxes	(2,089)	1,453	(1,168)	1,912
Net loss attributable to common stockholders	$ (22,736)	$ (23,269)	$ (33,810)	$ (34,724)
Net loss per common share attributable to common stockholders:
Basic and diluted loss from continuing operations (usd per share)	$ (0.75)	$ (0.97)	$ (1.18)	$ (1.45)
Basic and diluted (loss) income from discontinued operations (usd per share)	(0.08)	0.06	(0.04)	0.08
Net loss per basic and diluted common share (usd per share)	$ (0.83)	$ (0.91)	$ (1.22)	$ (1.37)
Weighted average shares outstanding used in computing net loss per basic and diluted common share (in shares)	27,679	25,524	27,546	25,273

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Debt

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt

Debt

Debt consists of the following at June 30, 2015 and December 31, 2014:

			June 30, 2015							December 31, 2014
	Interest Rate	Maturity Date	Unamortized Deferred Financing Costs		Fair Value of Debt (f)		Carrying Value of Debt			Carrying Value of Debt
ABL Facility (a)	2.43%	Jan. 2018	3,643		101,832		101,832			183,065
2018 Notes (b)	9.875%	Apr. 2018	10,330		300,000		400,000			400,000
Vehicle financings (c)	3.30%	Various	—		14,839		14,839			14,872
Note payable (d)	4.25%	Apr. 2019	—		7,371		7,371			—
Total debt			$	13,973	$	424,042	524,042			597,937
Original issue discount (e)							(760		)	(874		)
Original issue premium (e)							222			255
Total debt, net							523,504			597,318
Less: current portion							(7,321		)	(4,863		)
Long-term portion of debt							$	516,183		$	592,455

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(a) The interest rate presented represents the interest rate on the $195.0 million ABL Facility at June 30, 2015.

(b) The interest rate presented represents the coupon rate on the Company’s outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “2018 Notes”), excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually in April and October.

(c) Vehicle financings consist of installment notes payable and capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 3.30% and which mature in varying installments between 2015 and 2017. Installment notes payable and capital lease obligations were less than $0.1 million and $14.8 million, respectively, at June 30, 2015 and were $0.3 million and $14.6 million, respectively, at December 31, 2014.

(d) During the three months ended June 30, 2015, the Company settled its $11.0 million financing obligation to acquire the remaining 49% interest in AWS from the non-controlling interest holder with a $4.0 million cash payment and a $7.4 million note payable due in equal quarterly installments through April 2019.

(e) The issuance discount represents the unamortized difference between the $250.0 million aggregate principal amount of the 2018 Notes issued in April 2012 and the proceeds received upon issuance (excluding interest and fees). The issuance premium represents the unamortized difference between the proceeds received in connection with the November 2012 issuance of the 2018 Notes (excluding interest and fees) and the $150.0 million aggregate principal amount thereunder.

(f) The estimated fair value of the Company’s 2018 Notes is based on quoted market prices as of June 30, 2015. The Company’s ABL Facility and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.

There have been no material changes or developments in the Company’s debt and its principal terms, except as described under ABL Facility Amendment below, from Note 10 to the consolidated financial statements of the Company’s 2014 Annual Report on Form 10-K.

Indebtedness

The Company is highly leveraged and a substantial portion of its liquidity needs result from debt service requirements and from funding its costs of operations and capital expenditures, including acquisitions.

ABL Facility Amendment

In connection with the closing of the TFI disposition, the Company entered into a Second Amendment, Consent and Release to Amended and Restated Credit Agreement (the “ABL Facility Amendment”), dated April 13, 2015, by and among the Company, Wells Fargo Bank, National Association, as agent, and the lenders named therein, which amends the ABL Facility. The ABL Facility Amendment reduced the maximum revolver availability from $245.0 million to $195.0 million and removed the accordion feature. Pricing of the ABL Facility remained the same other than corresponding changes reflecting the reduction of maximum revolver availability. The ABL Facility Amendment also reflects an updated appraisal for machinery and equipment that is used in the borrowing base formula. The Company did not incur any amendment fees associated with the ABL Facility Amendment. The Company wrote-off the unamortized deferred financing costs associated with its ABL Facility of approximately $1.0 million in the three months ending June 30, 2015.

Financial Covenants and Borrowing Limitations

The ABL Facility, as amended, requires, and any future credit facilities will likely require, the Company to comply with specified financial ratios that may limit the amount the Company can borrow under its ABL Facility. A breach of any of the covenants under the indenture governing the 2018 Notes (the “Indenture”) or the ABL Facility, as applicable, could result in a default. The Company's ability to satisfy those covenants depends principally upon its ability to meet or exceed certain positive operating performance metrics including, but not limited to, earnings before interest, taxes, depreciation and amortization, or EBITDA, and ratios thereof, as well as certain balance sheet ratios. Any debt agreements the Company enters into in the future may further limit its ability to enter into certain types of transactions.

The ABL Facility contains certain financial covenants that require the Company to maintain a senior leverage ratio and, upon the occurrence of certain specified conditions, a fixed charge coverage ratio. The senior leverage ratio is calculated as the ratio of senior secured debt to adjusted EBITDA (which includes net (loss) income plus certain items such as interest, taxes, depreciation, amortization, impairment charges, stock-based compensation and other adjustments as defined in the ABL Facility), and is limited to 3.0 to 1.0. The Company's $400.0 million of 2018 Notes are not secured and thus are excluded from the calculation of this ratio. The fixed charge coverage ratio, which only applies if excess availability under the ABL Facility falls below 12.5% of the maximum revolver amount, requires the ratio of adjusted EBITDA (as defined) less capital expenditures to fixed charges (as defined) to be at least 1.1 to 1.0. The senior leverage ratio and fixed charge coverage ratio covenants could have the effect of limiting the Company's availability under the ABL Facility, as additional borrowings would be prohibited if, after giving pro forma effect thereto, the Company would be in violation of either such covenant. As of June 30, 2015, the Company remained in compliance with its debt covenants and availability was $53.6 million; however, the Company's ratio of adjusted EBITDA to fixed charges was less than 1.1 to 1.0 (as calculated pursuant to the ABL Facility). As such, the Company's net availability was reduced by 12.5% of the maximum revolver amount, or $24.4 million, resulting in approximately $29.2 million of net availability as of June 30, 2015.

The maximum amount the Company can borrow under our ABL Facility is subject to contractual and borrowing base limitations which could significantly and negatively impact its future access to capital required to operate its business. In addition to the financial covenants described above, the ABL Facility contains certain customary limitations on the Company's ability to, among other things, incur debt, grant liens, make acquisitions and other investments, make certain restricted payments such as dividends, dispose of assets or undergo a change in control. The ABL Facility's borrowing base limitations are based upon eligible accounts receivable and equipment. If the value of its accounts receivable or equipment decreases for any reason, or if some portion of its accounts receivable or equipment is deemed ineligible under the terms of its ABL Facility, the amount the Company can borrow under the ABL Facility could be reduced. These limitations could have a material adverse impact on the Company's liquidity and financial condition. In addition, the administrative agent for the Company's ABL Facility has the periodic right to perform an appraisal of the assets comprising the Company's borrowing base. If an appraisal results in a reduction of the borrowing base, then a portion of the outstanding indebtedness under the ABL Facility could become immediately due and payable. Any such repayment obligation could have a material adverse impact on the Company's liquidity and financial condition.

The Indenture governing the 2018 Notes contains restrictive covenants on the incurrence of senior secured indebtedness, including incurring new borrowings under the ABL Facility, which would limit its ability to incur incremental new senior secured indebtedness in certain circumstances and access to capital if the Company's fixed charge coverage ratio falls below 2.0 to 1.0. To the extent that the fixed charge coverage ratio (as defined in the Indenture) is below 2.0 to 1.0, the Indenture prohibits the Company's incurrence of new senior secured indebtedness under the ABL Facility or any other secured credit facility, at that point in time, to the greater of $150.0 million and the amount of debt as restricted by the secured leverage ratio, which is the ratio of secured debt to EBITDA, of 2.0 to 1.0, as determined pursuant to the Indenture. The 2.0 to 1.0 fixed charge coverage ratio and secured leverage ratio are incurrence covenants, not a maintenance covenant. The covenants do not require repayment of existing borrowings incurred previously in accordance with the covenants, but rather limits new borrowings during any such period.

The ABL Facility and Indenture covenants described above are subject to important exceptions and qualifications. The Company's ability to comply with these covenants will likely be affected by some events beyond its control, and the Company cannot guarantee that it will satisfy those requirements. A breach of any of these provisions could result in a default under the Indenture, ABL Facility or other debt obligations, or any future credit facilities the Company may enter into, which could allow all amounts outstanding thereunder to be declared immediately due and payable, subject to the terms and conditions of the documents governing such indebtedness. If the Company was unable to repay the accelerated amounts, its secured lenders could proceed against the collateral granted to them to secure such indebtedness. This would likely in turn trigger cross-acceleration and cross-default rights under any other credit facilities and Indentures. If the amounts outstanding under the 2018 Notes or any other indebtedness outstanding at such time were to be accelerated or were the subject of foreclosure actions, the Company cannot guarantee that its assets would be sufficient to repay in full the money owed to the lenders or to its other debt holders. The Company was in compliance with its debt covenants as of June 30, 2015.

The Company may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on it by such restrictive covenants. These restrictions may also limit the Company's ability to plan for or react to market conditions, meet capital needs or otherwise restrict its activities or business plans and adversely affect its ability to finance its operations, enter into acquisitions, execute its business strategy, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in its interest. In the future, the Company may also incur debt obligations that might subject it to additional and different restrictive covenants that could affect its financial and operational flexibility. The Company cannot guarantee that it will be granted waivers or amendments to the Indenture governing the 2018 Notes, the ABL Facility or such other debt obligations if for any reason the Company is unable to comply with its obligations thereunder or that it will be able to refinance its debt on acceptable terms, or at all, should the Company seek to do so. Any such limitations on borrowing under the Company's ABL Facility could have a material adverse impact on the Company's liquidity.

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Accrued Liabilities

6 Months Ended

Jun. 30, 2015

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities consist of the following:

	June 30, 2015		December 31, 2014
Accrued payroll and employee benefits	$	6,382	$	12,566
Accrued insurance	6,138		6,830
Accrued legal and environmental costs	816		1,421
Accrued taxes	2,366		1,477
Accrued interest	8,450		8,570
Amounts payable to related party (Note 12)	—		114
Accrued operating costs	5,902		5,685
Accrued other	3,663		6,732
Total accrued liabilities	$	33,717	$	43,395

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consist of the following:

	June 30, 2015								December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net		Remaining Useful Life (Years)
Customer relationships	$	11,731	$	(5,954	)	$	5,777	6.2	$	11,694	$	(5,133	)	$	6,561	6.6
Disposal permits	1,269		(370		)	899		5.7	1,269		(288		)	981		6.2
Customer contracts	17,352		(5,653		)	11,699		11.5	17,352		(5,137		)	12,215		12.0
	$	30,352	$	(11,977	)	$	18,375	9.5	$	30,315	$	(10,558	)	$	19,757	9.9

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Assets Held for Sale and Discontinued Operations

6 Months Ended

Jun. 30, 2015

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

TFI

The Company's industrial solutions operating and reportable segment, TFI, has been classified as discontinued operations since the sale process with various prospective acquirers began in fourth quarter of 2013. In February, 2015, Nuverra entered into a definitive agreement with Safety-Kleen, Inc. ("Safety-Kleen"), a subsidiary of Clean Harbors, Inc., whereby Safety-Kleen agreed to acquire TFI for $85.0 million in an all-cash transaction, subject to working capital adjustments.

On April 11, 2015, the Company and Safety-Kleen completed the TFI disposition as contemplated by the previously disclosed purchase agreement. Pursuant to the purchase agreement, $4.25 million of the purchase price was deposited into an escrow account to satisfy the Company’s indemnification obligations under the purchase agreement and is captured as "Restricted cash" in our condensed consolidating balance sheet. Any remaining balance in the escrow account will be released to the Company eighteen (18) months following the closing date. Pursuant to the purchase agreement, the purchase price paid at closing was adjusted based upon an estimated working capital adjustment, which is subject to post-closing reconciliation, to reflect TFI’s actual working capital (calculated in accordance with the purchase agreement) on the closing date. After giving effect to the indemnity escrow, the estimated working capital adjustment and the payment of transaction fees and other expenses, the amount of net cash proceeds used to reduce the outstanding balance under the ABL Facility on the closing date was approximately $74.6 million. The Company recorded a loss on the sale of TFI of $2.1 million as a component of "(Loss) income from discontinued operations, net of income taxes" in its consolidated statements of operations for the three and six months endedJune 30, 2015. The post-closing working capital reconciliation may result in an increase or decrease in the Company’s final net cash proceeds and the final loss on the sale of TFI.

The February 4, 2015 definitive agreement for the sale was for an amount that is below the carrying value of TFI's net assets. Based on the definitive agreement with Safety-Kleen, TFI recorded charges of approximately $74.4 million in the year ended December 31, 2014, reducing the estimated net recoverable value of its net assets to approximately $84.5 million at December 31, 2014. The charges were primarily related to a reduction of goodwill in the amount of $48.0 million, $26.4 million in intangible assets, as well as estimated additional transaction costs related to the sale.

The Company classified TFI as discontinued operations in its condensed consolidated statements of operations for the three and six months endedJune 30, 2015 and 2014. The assets and liabilities related to TFI are presented separately as "Assets held for sale" and "Liabilities of discontinued operations" in the Company’s condensed consolidated balance sheets at December 31, 2014.     

The following table provides selected financial information of discontinued operations related to TFI (includes TFI's results through the sale on April 11, 2015):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2015			2014		2015			2014
Revenue	$	1,603		$	29,759	$	19,100		$	57,404
(Loss) income from discontinued operations before income taxes	$	(15	)	$	1,422	$	1,171		$	3,577
Income tax benefit (expense)	—			31		(265		)	(1,665		)
(Loss) income from discontinued operations - before sale	$	(15	)	$	1,453	$	906		$	1,912
Loss on sale of TFI	(2,074		)	—		(2,074		)	—
(Loss) income from discontinued operations	$	(2,089	)	$	1,453	$	(1,168	)	$	1,912

The carrying value of the assets and liabilities of TFI that are classified as held for sale in the accompanying condensed consolidated balance sheets at December 31, 2014 are as follows:

	December 31,
	2014
Assets:
Cash and cash equivalents	$	2,049
Accounts receivable, net	13,592
Inventories, net	2,011
Prepaid expenses and other receivables	2,545
Other current assets	269
Total current assets held for sale	20,466
Property, plant and equipment, net	28,366
Intangible assets, net	66,572
Total long-term assets held for sale	94,938
Total assets held for sale	$	115,404
Liabilities:
Accounts payable	$	4,544
Accrued expenses	4,214
Current portion of long-term debt	44
Total current liabilities of discontinued operations	8,802
Long-term portion of debt	61
Long-term liabilities of discontinued operations - deferred income taxes	22,044
Total liabilities of discontinued operations	30,907
Net assets held for sale	$	84,497

Other Assets Held for Sale

In June 2015, in connection with the Company's plan to restructure its business in certain shale basins and reduce costs, the Company began the sales process of certain of its tangible long-lived assets totaling approximately $2.0 million. As such, these assets are presented separately as "Current assets held for sale" in the Company’s condensed consolidated balance sheets at June 30, 2015. In July 2015, $2.0 million assets were sold for a net gain of approximately $0.5 million.

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Share-based Compensation

6 Months Ended

Jun. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation

Share-based Compensation

We may grant stock options, stock appreciation rights, restricted common stock and restricted stock units, performance shares and units, other stock-based awards and cash-based awards to our employees, directors, consultants and advisors pursuant to the Heckmann Corporation 2009 Equity Incentive Plan (as amended, the “2009 Plan”).

Stock Options

The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. During the six months endedJune 30, 2015 and 2014 the Company granted 0.7 million and less than 0.1 million options pursuant to the 2009 Plan, respectively. Stock-based compensation cost is included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations and totaled approximately $0.1 million and $0.3 million for the three and six months endedJune 30, 2015, respectively. Stock-based compensation cost totaled approximately $0.3 million and $0.4 million for the three and six months endedJune 30, 2014, respectively.

Restricted Stock

The Company measures the cost of employee and board of director services received in exchange for awards of restricted stock, based on the market value of the Company’s common shares at the date of grant. During the six months endedJune 30, 2015 and 2014, the Company did not grant any shares of restricted stock awards. During the six months endedJune 30, 2015, the Company did not release any shares of restricted stock awards. During the six months endedJune 30, 2014 the Company released less than 0.1 million shares of stock to certain employees upon the lapse of restrictions. Stock-based compensation expense for grants of restricted stock was approximately $0.1 million and $0.2 million for the three and six months endedJune 30, 2015, respectively. Stock-based compensation cost totaled approximately $0.3 million and $0.4 million for the three and six months endedJune 30, 2014, respectively.

Restricted Stock Units

The Company measures the cost of employee and board of director services received in exchange for awards of restricted stock units, based on the market value of the Company’s common shares at the date of grant. During the six months endedJune 30, 2015 the Company granted 0.2 million restricted stock units. Stock-based compensation expense for grants of restricted stock units was $0.5 million and $1.1 million for the three and six months endedJune 30, 2015, respectively, which is included in "General and administrative expenses" in the accompanying condensed consolidated statements of operations. During the six months endedJune 30, 2014 the Company granted 0.3 million shares of restricted stock units and stock-based compensation expense for such grants was $0.5 million and $0.6 million for the three and six months endedJune 30, 2014, respectively.

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Restructuring and Exit Costs

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Exit Costs

Restructuring and Exit Costs

In March 2015, the Company initiated a plan to restructure its business in certain shale basins and reduce costs, including an exit from the Mississippian ("MidCon") shale area and the Tuscaloosa Marine Shale logistics business. Additionally, the Company closed certain yards within the Northeast and Southern divisions and transferred the related assets to its other operating locations, primarily in the Eagle Ford shale basin. Based on costs incurred in connection with the initial phases of the restructuring plan, the Company currently estimates the total costs of the plan to be approximately $1.2 million, of which the Company recorded $0.4 million and $1.1 million during the three and six months endedJune 30, 2015. Additional costs are expected to be recorded in the third quarter of 2015 as they are incurred. The charges are characterized as "Other, net" in the accompanying condensed consolidated statements of operations for the three months and six months endedJune 30, 2015. Such costs consisted of the following:

	Three Months Ended		Six Months Ended
	June 30, 2015		June 30, 2015
Severance and termination benefits	$	424	$	664
Contract termination costs and exit costs	5		448
Total restructuring and exit costs	$	429	$	1,112

Approximately $0.6 million, $0.1 million and $0.4 million of the total charge was recorded in the Southern, Northeast and Corporate operating segments, respectively. The liability totaled approximately $0.6 million as of June 30, 2015 and is included as "Accrued liabilities" in the condensed consolidated balance sheets. A rollforward of the restructuring and exit cost accruals through June 30, 2015 is as follows:

	Employee Termination Costs (a)			Lease Exit Costs (b)			Other Exit Costs (c)			Total
Restructuring and exit costs accrued at December 31, 2014	$	—		$	—		$	—		$	—
Restructuring and exit-related costs	668			292			152			1,112
Cash payments	(302		)	(82		)	(120		)	(504		)
Restructuring and exit costs accrued at June 30, 2015	$	366		$	210		$	32		$	608

_____________________

(a) Employee termination costs consist primarily of severance and related costs.

(b) Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company.

(c) Other exit costs include costs related to the movement of vehicles and rental fleet in connection with the exit from certain shale areas.

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Income Taxes

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The following table shows the components of the income tax benefit for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Current income tax (expense) benefit	$	(15	)	$	1,534		$	10		$	1,534
Deferred income tax (expense) benefit	—			(1,839		)	(1		)	6,965
Total income tax (expense) benefit	$	(15	)	$	(305	)	$	9		$	8,499

The effective income tax (expense) benefit rate for the three and six months endedJune 30, 2015 was less than 0.1% which differs from the federal statutory benefit rate of 35.0% primarily due to the increase in the valuation allowance on deferred tax assets resulting from current year losses. The effective income tax (expense) benefit rate for the three and six months endedJune 30, 2014 was (1.2%) and 18.8% which differs from the federal statutory rate of 35.0% primarily due to an increase in the valuation allowance on deferred tax assets, which decreased the effective rate by 30.8% and 16.7%, respectively, and the tax impacts of state taxes, nondeductible expenses and income attributable to the minority shareholder of AWS.

The Company has significant deferred tax assets, consisting primarily of net operating losses (“NOLs”), which have a limited life, generally expiring between the years 2029 and 2035. Management regularly assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative losses incurred this year and in recent years. Such objective evidence limits the ability to consider other subjective evidence such as our projections for future taxable income. In light of the Company’s continued losses, in 2014 the Company determined that its deferred tax liabilities (excluding deferred tax liabilities included in discontinued operations) were not sufficient to fully realize its deferred tax assets. Accordingly, a valuation allowance is required against the portion of its deferred tax assets that is not offset by deferred tax liabilities.

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Legal Matters

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Legal Matters

Legal Matters

Environmental Liabilities

The Company is subject to the environmental protection and health and safety laws and related rules and regulations of the United States and of the individual states, municipalities and other local jurisdictions where we operate. The Company’s continuing operations are subject to rules and regulations promulgated by the Texas Railroad Commission, the Texas Commission on Environmental Quality, the Louisiana Department of Natural Resources, the Louisiana Department of Environmental Quality, the Ohio Department of Natural Resources, the Pennsylvania Department of Environmental Protection, the North Dakota Department of Health, the North Dakota Industrial Commission, Oil and Gas Division, the North Dakota State Water Commission, the Montana Department of Environmental Quality and the Montana Board of Oil and Gas, among others. These laws, rules and regulations address environmental, health and safety and related concerns, including water quality and employee safety. The Company has installed safety, monitoring and environmental protection equipment such as pressure sensors and relief valves, and have established reporting and responsibility protocols for environmental protection and reporting to such relevant local environmental protection departments as required by law.

Management believes the Company is in material compliance with all applicable environmental protection laws and regulations in the United States and the states in which the Company operates. The Company believes that there are no unrecorded liabilities as of the periods reported herein in connection with the Company’s compliance with applicable environmental laws and regulations. The condensed consolidated balance sheets at June 30, 2015 and December 31, 2014 included accruals totaling $0.5 million and $0.7 million, respectively, for various environmental matters, including the estimated costs to comply with a Louisiana Department of Environmental Quality requirement that the Company perform testing and monitoring at certain locations to confirm that prior pipeline spills were remediated in accordance with applicable requirements.

Litigation

There are various lawsuits, claims, investigations and proceedings that have been brought or asserted against the Company, which arise in the ordinary course of business, including actions with respect to securities and shareholder class actions, personal injury, vehicular and industrial accidents, commercial contracts, legal and regulatory compliance, securities disclosure, labor and employment, and employee benefits and environmental matters, the more significant of which are summarized below. The Company records a provision for these matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any provisions are reviewed at least quarterly and are adjusted to reflect the impact and status of settlements, rulings, advice of counsel and other information and events pertinent to a particular matter.

The Company believes that it has valid defenses with respect to legal matters pending against it. Based on its experience, the Company also believes that the damage amounts claimed in the lawsuits disclosed below are not necessarily a meaningful indicator of the Company’s potential liability. Litigation is inherently unpredictable, and it is possible that the Company’s results of operations or cash flow could be materially affected in any particular period by the resolution of one or more of the legal matters pending against it.

Texas Cases

On June 4, 2012, a lawsuit was commenced in the District Court of Dimmit County, Texas, alleging wrongful death in a case involving a vehicle accident. The accident occurred in May 2012 and involved a truck owned by our subsidiary Heckmann Water Resources (CVR), Inc. (“CVR”) and one other vehicle. The case is captioned Jose Luis Aguilar, Individually; Eudelia Aguilar, Individually; Vanessa Arce, Individually; Eudelia Aguilar and Vanessa Arce, as Personal Representatives of the Estate of Carlos Aguilar; Clarissa Aguilar, as Next Friend of Carlos Aguilar, Jr., Alyssa Nicole Aguilar, Andrew Aguilar, Marcus Aguilar, and Kaylee Aguilar; and Elsa Quinones as Next Friend of Karime and Carla Aguilar, Plaintiffs vs. Heckmann Water Resources (CVR), Inc. and Ruben Osorio Gonzalez, Defendants. On December 5, 2013, a jury verdict was rendered against CVR in the amount of $281.6 million, which amount was subsequently reduced to $163.8 million by the Dimmit County court when the judgment was entered on January 7, 2014 and then subsequently further reduced to $105.2 million when the judgment was amended by the Dimmit County court on April 1, 2014. On January 29, 2014, a separate lawsuit was commenced in the District Court of Dimmit County, Texas captioned Clarissa Aguilar, as Next Friend of Carlos Aguilar, Jr., Alyssa Nicole Aguilar, Andrew Aguilar, Marcus Aguilar, and Kaylee Aguilar v. Zurich American Insurance Company, Heckmann Water Resources (CVR), Inc., Heckmann Water Resources Corp., and Nuverra Environmental Solutions, Inc. f/k/a Heckmann Corp., Cause No. 14-01-12176-DCV, seeking a declaratory judgment that Nuverra Environmental Solutions, Inc. and Heckmann Water Resources Corp. are the alter egos of CVR, and therefore these entities are jointly and severally liable for the judgment against CVR in the wrongful death action.

In June 2014, the Company entered into agreements to fully settle all claims relating to the foregoing lawsuits. The settlements were approved by the Dimmit County court on July 15, 2014. In connection with the settlement of these matters, the Company agreed to fund $5.5 million of the total settlement payments to fully resolve the matter, which was subsequently paid in July 2014, with the remainder of the total settlement payment funded by the Company’s insurer. The amount of the total settlement payment is confidential pursuant to the settlement agreements. These settlement agreements include all plaintiffs and the Company’s insurer and release the Company and all of its subsidiaries from all past and future claims or liabilities related to these matters. As a result of the settlement of these cases, the Company recorded expenses totaling $7.8 million during the year ended December 31, 2014 consisting of $5.5 million for the settlement payments and $2.3 million of additional related legal expenses. This case is now closed.

Shareholder Litigation

2010 Class Action

On May 21, 2010, Richard P. Gielata, an individual purporting to act on behalf of stockholders, served a class action lawsuit filed May 6, 2010 against the Company and various directors and officers of the Company in the United States District Court for the District of Delaware captioned In re Heckmann Corporation Securities Class Action (Case No. 1:10-cv-00378-JJF-MPT). On March 4, 2014, the Company reached an agreement in principle to settle this matter by entering into a Stipulation of Settlement with the plaintiffs, which resolved all claims asserted against the Company and the individual defendants in this case. Under the terms of the Stipulation of Settlement, which was subject to approval by the court, the Company agreed to a cash payment of $13.5 million, a portion of which came come from remaining insurance proceeds, as well as the issuance of 0.8 million shares of its common stock. The Company agreed to provide a floor value of $13.5 million on the equity portion of the settlement; however, at the time of final court approval of the Stipulation of Settlement (described below) the equity value of the settlement consideration exceeded this amount and, as a result, the number of shares to be issued as settlement consideration was fixed at 0.8 million. Cash payments of $6.1 million from the Company, and the remaining $7.4 million from insurance proceeds, were deposited into escrow in April 2014. The Stipulation of Settlement was approved by the court on June 26, 2014 and became effective on August 27, 2014. Pursuant to the court’s approval order, one-third of the 0.8 million settlement shares and one-third of the cash settlement consideration were awarded to co-lead plaintiffs’ counsel as attorneys’ fees (in addition to reimbursement of certain court-approved expenses from the cash portion of the settlement escrow). The remaining two-thirds of the 0.8 million settlement shares were deposited into escrow on August 22, 2014. On May 13, 2015 the court issued an order directing the distribution of the net settlement proceeds.

2013 Class Action

In September 2013, two separate but substantially-similar putative class action lawsuits were commenced in Federal court against the Company and certain of its current and former officers and directors alleging that the Company and the individual defendants made certain material misstatements and/or omissions relating to the Company’s operations and financial condition which caused the price of its shares to fall. By order dated October 29, 2013, the two putative class actions were consolidated and a consolidated complaint was filed. Defendants filed a motion to dismiss these claims in May 2014, and such motion was granted by the Court on November 17, 2014, whereby the forgoing class action was dismissed without prejudice. Plaintiffs were permitted by the Court to file a motion to amend the complaint and did so on December 8, 2014. Defendants filed their opposition to plaintiffs' motion to amend the complaint on December 22, 2014. On March 12, 2015, the Court issued an order denying plaintiffs' motion to amend the complaint as to certain claims, but granting plaintiffs' motion as to other claims. Plantiffs filed an amended complaint on March 19, 2015, and on March 23, 2015 the Company filed a motion to dismiss the amended complaint for failure to comply with the court’s March 12, 2015 order. Both parties filed subsequent pleadings. On June 24, 2015, the Court granted the Company's motion to dismiss plaintiffs' amended consolidated class action complaint and dismissed the case with prejudice. On July 24, 2015, plaintiffs filed a notice of appeal to the Ninth Circuit Court of Appeals. The Company believes these claims are without merit and the Company will continue to vigorously defend itself and the individual defendants in this action.

2013 Derivative Cases

In September and October 2013, three separate but substantially-similar shareholder derivative lawsuits were commenced in Federal court against the Company and certain of its current and former officers and directors alleging that members of the Company’s board of directors failed to prevent the issuance of certain misstatements and omissions and asserting claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment. Defendants filed a motion to dismiss these claims in February 2014. On September 15, 2014, the Court dismissed the consolidated cases following its dismissal of the consolidated complaint and plaintiffs' failure to amend. Also in October 2013, two identical shareholder derivative lawsuits were commenced in Arizona state court against the Company and certain of the Company’s current officers and directors alleging breach of fiduciary duty, waste of corporate assets and unjust enrichment. By order dated January 28, 2014, these two actions were consolidated, and defendants filed a motion to dismiss these claims in June 2014. On July 22, 2014, the parties filed a joint stipulation to dismiss these cases with prejudice, which was granted by the Court on August 1, 2014, and no settlement payment was made. In the first quarter of 2015, the Company received a written demand from one of the plaintiffs in the derivative lawsuits requesting that the board of directors commence an independent investigation of certain matters and take appropriate action to recover for the Company any damages to which it may be entitled as a result of alleged breaches of fiduciary duties by certain of its current and former officers and directors. Such investigation has been commenced voluntarily by the Company and is ongoing.

AWS Arbitration Demand

On April 28, 2015, the holder of the non-controlling interest in AWS issued to the Company a Demand for Arbitration pursuant to the terms of the AWS operating agreement, relating to alleged breaches by the Company of certain of its obligations under the operating agreement. The Company and the non-controlling interest holder entered into a settlement of this matter in June 2015 whereby the Company purchased the remaining interest in AWS for $4.0 million in cash and a $7.4 million note payable due in equal quarterly installments through April 2019.

The Company does not expect that the outcome of other current claims and legal actions not discussed above will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

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Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Schedule of Earnings Per Share Calculation Basic and Diluted [Line Items]
Loss from continuing operations	$ (20,647)	$ (24,722)	$ (32,642)	$ (36,636)
(Loss) income from discontinued operations	(2,089)	1,453	(1,168)	1,912
Net loss attributable to common stockholders	$ (22,736)	$ (23,269)	$ (33,810)	$ (34,724)
Weighted average shares—basic (in shares)	27,679,000	25,524,000	27,546,000	25,273,000
Common stock equivalents (in shares)	0	0	0	0
Weighted average shares—diluted (in shares)	27,679,000	25,524,000	27,546,000	25,273,000
Basic and diluted loss per common share from continuing operations (usd per share)	$ (0.75)	$ (0.97)	$ (1.18)	$ (1.45)
Basic and diluted (loss) income per common share from discontinued operations (usd per share)	(0.08)	0.06	(0.04)	0.08
Net loss per basic and diluted common share (usd per share)	$ (0.83)	$ (0.91)	$ (1.22)	$ (1.37)
Antidilutive stock-based awards excluded (in shares)	799,000	222,000	799,000	237,000
Continuing Operations
Schedule of Earnings Per Share Calculation Basic and Diluted [Line Items]
Weighted average shares—diluted (in shares)	0	0	0	0
Discontinued Operations
Schedule of Earnings Per Share Calculation Basic and Diluted [Line Items]
Weighted average shares—diluted (in shares)	0	0	0	0

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Assets Held for Sale and Discontinued Operations - Additional Information (Detail) - USD ($)		1 Months Ended	6 Months Ended		12 Months Ended
	Apr. 11, 2015	Jul. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Feb. 28, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets held for sale			$ 1,972,000		$ 20,466,000
Cash and cash equivalents			0	$ 1,047,000
Loss on the sale of TFI			$ 2,074,000	$ 0
TFI
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets held for sale					20,466,000
Consideration						$ 85,000,000
Escrow deposit	$ 4,250,000
Period after closing date escrow will be released	18 months
Cash and cash equivalents	$ 74,600,000				2,049,000
Impairment of long-lived assets to be disposed of					74,400,000
Recoverable value of net assets					84,497,000
Impairment of goodwill					48,000,000
Impairment of intangible assets, indefinite-lived (excluding goodwill)					$ 26,400,000
Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of productive assets		$ 2,000,000
Gain (loss) on disposition of assets		$ 500,000

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Significant Accounting Policies Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Nuverra Environmental Solutions, Inc. and its subsidiaries (collectively, “Nuverra,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with the rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include the normal, recurring adjustments necessary for a fair statement of the information required to be set forth herein. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts, transactions and profits are eliminated in consolidation. All dollar and share amounts in the footnote tabular presentations are in thousands, except per share amounts and unless otherwise noted.

The Company’s condensed consolidated balance sheet as of December 31, 2014, included herein, has been derived from the audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015 (“2014 Annual Report on Form 10-K”). Unless stated otherwise, any reference to statement of operations items in these accompanying unaudited interim condensed consolidated financial statements refers to results from continuing operations. The Company has not included a statement of comprehensive income as there were no transactions to report in the periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been omitted from these financial statements and related notes pursuant to the rules and regulations of the SEC. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, contained in the Company’s 2014 Annual Report on Form 10-K as well as other information it has filed with the SEC.

Reclassifications

Reclassifications

Certain reclassifications and adjustments have been made to prior period amounts in the accompanying condensed consolidated statements of operations and cash flows and notes thereto in order to conform to the current year’s presentation including:

• Certain similar line items in the condensed consolidated statements of operations and cash flows have been combined to present a more concise and easier to follow presentation.

• As described in Note 13, the Company redefined its operating and reportable segments during the three months ended September 30, 2014 and as a result, prior year periods have been recast to conform to the current year segment presentation.

• A portion of certain non-medical insurance costs previously presented as a component of “General and administrative expenses” in the condensed consolidated statement of operations have been re-allocated and are now included in the line item “Direct operating expenses” as the Company believes these costs are directly related to the operations of the Company. Such costs were approximately $2.2 million and $4.0 million for the three and six months endedJune 30, 2014.

Discontinued Operations

In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in this update will be added to Accounting Standards Codification (“ASC”) Topic 205, Presentation of Financial Statements and ASC Topic 360, Property, Plant, and Equipment. The standard changes the criteria for reporting discontinued operations and enhancing convergence of the FASB’s and the International Accounting Standard Board’s reporting requirements for discontinued operations. The amendment adds a requirement to the threshold for items held for sale or disposed of that the discontinuation of the component of the entity must also have a strategic shift with a major effect on operations and financial results. Additionally, an asset held for sale on acquisition will have to meet all of the held for sale criteria on the acquisition date. The amendment removed the prohibition of significant ongoing involvement in the operations of the component of the entity. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2014, which for the Company is the reporting period beginning January 1, 2015. The amendment does not apply to components classified as held for sale before the effective date and does not change the presentation of components previously classified as discontinued operations.

Revenue Recognition, Long-term Contracts

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The amendments in this update will be added to the ASC as Topic 606, Revenue from Contracts with Customers, and replaces the guidance in Topic 605. The underlying principle of the guidance in this update is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. This new revenue standard also calls for more detailed disclosures and provides guidance for transactions that weren’t addressed completely, such as service revenue and contract modifications. The amendments in this update may be applied retrospectively or modified retrospectively effective for reporting periods beginning after December 15, 2016, which for the Company is the reporting period starting January 1, 2017. The Company is reviewing the guidance in ASU 2014-09 and has not concluded the impact, if any, on its condensed consolidated financial statements and has not determined its method of adoption. However, based upon the Company's preliminary assessment of ASU No. 2014-09, the Company does not believe the adoption of ASU 2014-09 will have a material impact on the Company’s condensed consolidated financial statements.

Share-based Compensation

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in this update will be added to the ASC as Topic 718, Compensation - Stock Compensation, and will require a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. A performance condition is not considered in determining the award’s grant date fair value. Instead, it is considered when a company estimates the number of awards that will vest. Compensation cost is recognized when it is probable that the performance condition will be met. As such, the entity must reassess whether that is the case each reporting period and reverse any previously recognized compensation cost if it is no longer probable that the performance condition will be met. The amendment in this update may be applied prospectively for share-based payment awards granted or modified on or after the reporting period starting January 1, 2017, or retrospectively, using a modified retrospective approach. The Company is reviewing the guidance in ASU 2014-12 and does not believe the adoption of ASU 2014-12 will have a material impact on the Company’s condensed consolidated financial statements.

Liquidity Disclosure

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, companies will have reduced diversity in the timing and content of footnote disclosures than under today’s guidance. ASU 2014-15 is effective for the Company in the first quarter of 2016 with early adoption permitted. The Company is reviewing the guidance in ASU 2014-15 and evaluating the impact ASU 2014-15 may have on the Company's consolidated financial statements.

Debt

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends ASC Subtopic 835-30, Interest - Imputation of Interest.  The amendments in this ASU simplify the presentation of debt issuance costs and align the presentation with debt discounts. Entities will be required to present debt issuance costs as a direct deduction from the face amount of the related note, rather than as a deferred charge.  Upon adoption, the amended guidance will affect the Company's classification of debt issuance costs, which are currently classified in "Other assets" in the condensed consolidated balance sheets.  The reclassification of debt issuance costs will effectively decrease "Other assets" and correspondingly decrease the respective long-term debt balances.  The amendments in this ASU require retrospective application, with related disclosures for a change in accounting principle.  Upon adoption, the Company will comply with these disclosure requirements by providing the nature and reason for the change, the transition method, a description of the adjusted prior period information and the effect of the change on the financial statement line items. For public business entities, the amendments in this ASU will be effective for financial statements issued for fiscal years beginning after December 15, 2015, and the interim periods within those fiscal years.  Early adoption is permitted; however, the Company expects to adopt this guidance at the beginning of 2016.

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Debt (Tables)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt

Debt consists of the following at June 30, 2015 and December 31, 2014:

			June 30, 2015							December 31, 2014
	Interest Rate	Maturity Date	Unamortized Deferred Financing Costs		Fair Value of Debt (f)		Carrying Value of Debt			Carrying Value of Debt
ABL Facility (a)	2.43%	Jan. 2018	3,643		101,832		101,832			183,065
2018 Notes (b)	9.875%	Apr. 2018	10,330		300,000		400,000			400,000
Vehicle financings (c)	3.30%	Various	—		14,839		14,839			14,872
Note payable (d)	4.25%	Apr. 2019	—		7,371		7,371			—
Total debt			$	13,973	$	424,042	524,042			597,937
Original issue discount (e)							(760		)	(874		)
Original issue premium (e)							222			255
Total debt, net							523,504			597,318
Less: current portion							(7,321		)	(4,863		)
Long-term portion of debt							$	516,183		$	592,455

_____________________

(a) The interest rate presented represents the interest rate on the $195.0 million ABL Facility at June 30, 2015.

(b) The interest rate presented represents the coupon rate on the Company’s outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “2018 Notes”), excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually in April and October.

(c) Vehicle financings consist of installment notes payable and capital lease arrangements related to fleet purchases with a weighted-average annual interest rate of approximately 3.30% and which mature in varying installments between 2015 and 2017. Installment notes payable and capital lease obligations were less than $0.1 million and $14.8 million, respectively, at June 30, 2015 and were $0.3 million and $14.6 million, respectively, at December 31, 2014.

(d) During the three months ended June 30, 2015, the Company settled its $11.0 million financing obligation to acquire the remaining 49% interest in AWS from the non-controlling interest holder with a $4.0 million cash payment and a $7.4 million note payable due in equal quarterly installments through April 2019.

(e) The issuance discount represents the unamortized difference between the $250.0 million aggregate principal amount of the 2018 Notes issued in April 2012 and the proceeds received upon issuance (excluding interest and fees). The issuance premium represents the unamortized difference between the proceeds received in connection with the November 2012 issuance of the 2018 Notes (excluding interest and fees) and the $150.0 million aggregate principal amount thereunder.

(f) The estimated fair value of the Company’s 2018 Notes is based on quoted market prices as of June 30, 2015. The Company’s ABL Facility and vehicle financings bear interest at rates commensurate with market rates and therefore their respective carrying values approximate fair value.

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Segments - Additional Information (Detail)	Sep. 30, 2014 operating_division
Segment Reporting [Abstract]
Number of operating divisions	3

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Debt - Additional Information (Detail)		3 Months Ended	6 Months Ended
		Jun. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Debt Instrument [Line Items]
Long term debt		$ 524,042,000	$ 524,042,000	$ 597,937,000
Debt Instrument Fixed Charge Coverage Ratio Minimum		1.1	1.1
Senior Loans [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 150,000,000.0	$ 150,000,000.0
Maximum
Debt Instrument [Line Items]
Debt instrument leverage ratio		3.0	3.0
Asset Based Revolving Credit Facility Amendment [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 195,000,000.0	$ 195,000,000.0
Asset Based Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		245,000,000	245,000,000
Long term debt	[1]	101,832,000	101,832,000	183,065,000
Credit Agreement | Asset Based Loan Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		53,600,000	$ 53,600,000
Write off unamortized costs related to credit facility		1,000,000
Line of credit facility, excess availability threshold for fixed charge coverage ratio to take effect, percent			12.50%
Line of credit facility, remaining borrowing capacity		24,400,000	$ 24,400,000
Line of credit borrowing		29,200,000	$ 29,200,000
Interest rate terms			(i) the greater of (a) the prime lending rate as publicly announced by Wells Fargo or (b) the Federal Funds rate plus 0.5% or (c) the one month LIBOR plus one percent plus an applicable margin of 0.75% to 1.50% or (ii) the LIBOR rate plus an applicable margin of 1.75% to 2.50%
Credit Agreement | Asset Based Loan Facility | Wells Fargo Bank
Debt Instrument [Line Items]
ABL facility borrowing terms			The terms of the ABL Facility limit the amount the Company can borrow to the lesser of (a) $245.0 million or (b) 85% of the amount of the Company’s eligible accounts receivable plus the lower of (i) 95% of the net book value of the Company’s eligible rental equipment, tractors and trailers, and (ii) 85% of the appraised net orderly liquidation value of the Company’s eligible rental equipment, tractors and trailers, less any customary reserves.
2018 Notes
Debt Instrument [Line Items]
Long term debt	[2]	$ 400,000,000	$ 400,000,000	$ 400,000,000
Debt Instrument Fixed Charge Coverage Ratio Minimum		2.0	2.0

[1] The interest rate presented represents the interest rate on the $195.0 million ABL Facility at June 30, 2015.

[2] The interest rate presented represents the coupon rate on the Company’s outstanding $400.0 million aggregate principal amounts of 9.875% Senior Notes due 2018 (the “2018 Notes”), excluding the effects of deferred financing costs, original issue discounts and original issue premiums. Including the impact of these items, the effective interest rate on the 2018 Notes is approximately 11.0%. Interest payments are due semi-annually in April and October.

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities:
Net loss	$ (33,810)	$ (34,724)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations, net of income taxes	906	1,912
Loss on the sale of TFI	2,074	0
Depreciation and amortization of intangible assets	35,778	42,281
Amortization of deferred financing costs and debt discounts, net	2,438	1,718
Stock-based compensation	1,516	1,408
Gain on disposal of property, plant and equipment	(1,312)	(2,248)
Bad debt expense	(208)	1,014
Loss on extinguishment of debt	1,011	3,177
Deferred income taxes	1	(6,965)
Other, net	316	1,147
Changes in operating assets and liabilities:
Accounts receivable	47,719	(10,857)
Prepaid expenses and other receivables	(5,273)	6,024
Accounts payable and accrued liabilities	(8,113)	(3,429)
Other assets and liabilities, net	1,105	(515)
Net cash provided by (used in) operating activities from continuing operations	42,336	(3,881)
Net cash provided by operating activities from discontinued operations	(708)	2,880
Net cash provided by operating activities	41,628	(1,001)
Cash flows from investing activities:
Proceeds from the sale of TFI	78,897	0
Proceeds from the sale of property, plant and equipment	3,448	3,810
Purchases of property, plant and equipment	(10,807)	(23,943)
Increase in restricted cash	(4,250)	0
Net cash provided by (used in) investing activities from continuing operations	67,288	(20,133)
Net cash used in investing activities from discontinued operations	(181)	(2,262)
Net cash used in investing activities	67,107	(22,395)
Cash flows from financing activities:
Proceeds from revolving credit facility	0	50,725
Payments on revolving credit facility	(81,647)	(27,700)
Payments for deferred financing costs	0	(734)
Payments on vehicle financing and other financing activities	7,765	3,713
Net cash (used in) provided by financing activities from continuing operations	(89,412)	18,578
Net cash provided by financing activities from discontinued operations	(105)	0
Net cash (used in) provided by financing activities	(89,517)	18,578
Net increase in cash and cash equivalents	19,218	(4,818)
Cash and cash equivalents - beginning of period	15,416	9,212
Cash and cash equivalents - end of period	34,634	4,394
Less: cash and cash equivalents of discontinued operations - end of period	0	1,047
Cash and cash equivalents of continuing operations - end of period	34,634	3,347
Supplemental disclosure of cash flow information:
Cash paid for interest	21,787	19,869
Cash paid for taxes, net	$ 209	$ 273

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Fair Value Measurements

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Measurements

Fair value represents an exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 — Observable inputs such as quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

• Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 and the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value used significant unobservable inputs (Level 3) and were as follows:

	Fair Value
June 30, 2015
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	8,783
Financing obligation to acquire non-controlling interest	—
December 31, 2014
Assets - cost method investment	$	3,169
Liabilities:
Contingent consideration	9,824
Financing obligation to acquire non-controlling interest	11,000

Contingent Consideration

The Company and its subsidiaries are liable for certain contingent consideration payments in connection with the performance of various acquisitions. The fair values of the contingent consideration obligations were determined using a probability-weighted income approach at the acquisition date and are revalued at each reporting date or more frequently if circumstances dictate based on changes in the discount periods and rates, changes in the timing and amount of the revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the performance measurements upon which the obligations are based. Contingent consideration is reported as "Current portion of contingent consideration" and "Long-term portion of contingent consideration" in the Company’s condensed consolidated balance sheets. Changes to the fair value of contingent consideration are recorded as "Other income, net" in the Company’s condensed consolidated statements of operations. Accretion expense related to the increase in the net present value of the contingent liabilities is included in interest expense for the period. The fair value measurement is based on significant inputs not observable in the market, which are referred to as Level 3 inputs.

Changes to contingent consideration obligations during the six months endedJune 30, 2015 and the year ended December 31, 2014 were as follows:

	June 30, 2015			December 31, 2014
Balance at beginning of period	$	9,824		$	15,457
Accretion	—			476
Cash payments	(909		)	(1,014		)
Issuances of stock	—			(3,789		)
Changes in fair value of contingent consideration, net	(132		)	(1,306		)
Balance at end of period	8,783			9,824
Less: current portion	(8,783		)	(9,274		)
Long-term portion of contingent consideration	$	—		$	550

Financing Obligation to Acquire Non-Controlling Interest

The fair value of the financing obligation to acquire non-controlling interest represents the present value of the Company’s right to acquire the remaining 49% interest in Appalachian Water Services, LLC (“AWS”) from the non-controlling interest holder at a fixed price of $11.0 million payable in shares of the Company’s common stock. The non-controlling interest holder had a put option to sell the remaining 49% to the Company under the same terms beginning in January 2015. In January 2015, the non-controlling interest holder provided notice to the Company of exercise of such put option. In June 2015, the Company purchased the remaining interest in AWS with a $4.0 million cash payment, included as a component of "Payments on vehicle financing and other financing activities" in the Company's condensed consolidated statements of cash flows, and $7.4 million note payable due in equal quarterly installments through April 2019.

Other

In addition to the Company’s assets and liabilities that are measured at fair value on a recurring basis, the Company is required by GAAP to measure certain assets and liabilities at fair value on a nonrecurring basis after initial recognition. Generally, assets, liabilities and reporting units are measured at fair value on a nonrecurring basis as a result of impairment reviews and any resulting impairment charge. In connection with its impairment review of long-lived assets, the Company measures the fair value of its asset groups for those asset groups deemed not recoverable, based on Level 3 inputs consisting of the discounted future cash flows associated with the use and eventual disposition of the asset group. In connection with its goodwill impairment review, the Company measures the fair value of its reporting units using a combination of the discounted cash flow method and the guideline public company method. The discounted cash flow method is based on Level 3 inputs consisting primarily of the Company’s five-year forecast and utilizes forward-looking assumptions and projections as well as factors impacting long-range plans such as pricing, discount rates and commodity prices. The guideline public company method is based on Level 2 inputs and considers potentially comparable companies and transactions within the industries where the Company’s reporting units participate, and applies their trading multiples to the Company’s reporting units. This approach utilizes data from actual marketplace transactions, but reliance on its results is limited by difficulty in identifying entities that are specifically comparable to the Company’s reporting units, considering their diversity, relative sizes and levels of complexity.

Cost method investments are measured at fair value on a nonrecurring basis when deemed necessary, using observable inputs such as trading prices of the stock as well as using discounted cash flows, incorporating adjusted available market discount rate information and the Company’s estimates for liquidity risk.

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Restructuring and Exit Costs (Tables)

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

A rollforward of the restructuring and exit cost accruals through June 30, 2015 is as follows:

	Employee Termination Costs (a)			Lease Exit Costs (b)			Other Exit Costs (c)			Total
Restructuring and exit costs accrued at December 31, 2014	$	—		$	—		$	—		$	—
Restructuring and exit-related costs	668			292			152			1,112
Cash payments	(302		)	(82		)	(120		)	(504		)
Restructuring and exit costs accrued at June 30, 2015	$	366		$	210		$	32		$	608

_____________________

(a) Employee termination costs consist primarily of severance and related costs.

(b) Lease exit costs consist primarily of costs that will continue to be incurred under non-cancellable operating leases for their remaining term without benefit to the Company.

(c) Other exit costs include costs related to the movement of vehicles and rental fleet in connection with the exit from certain shale areas.

Such costs consisted of the following:

	Three Months Ended		Six Months Ended
	June 30, 2015		June 30, 2015
Severance and termination benefits	$	424	$	664
Contract termination costs and exit costs	5		448
Total restructuring and exit costs	$	429	$	1,112

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Fair Value Measurements - Additional Information (Detail) - Jun. 30, 2015 - Appalachian Water Services - USD ($) $ in Millions	Total
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Percentage of ownership interest to be acquired	49.00%
Business acquisition equity interest issuable, value	$ 11.0
Payments to acquire businesses, gross	4.0
Notes payable, fair value disclosure	$ 7.4

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Subsidiary Guarantors

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Subsidiary Guarantors

Subsidiary Guarantors

The obligations of the Company under the 2018 Notes are jointly and severally, fully and unconditionally guaranteed by certain of the Company’s subsidiaries. Pursuant to the terms of the indenture governing the Indenture, the guarantees are full and unconditional, but are subject to release under the following circumstances:

• in connection with any sale, disposition or transfer of all or substantially all of the assets to a person that is not the Company or a subsidiary guarantor;

• in connection with any sale, disposition or transfer of all of the capital stock of that subsidiary guarantor to a person that is not the Company or a subsidiary guarantor;

• if the Company designates any restricted subsidiary that is a subsidiary guarantor to be an unrestricted subsidiary; or

• upon legal defeasance or the discharge of the Company’s obligations under the Indenture.

Although the guarantees are subject to release under the above described circumstances, we have concluded they are still deemed full and unconditional for purposes of Rule 3-10 of Regulation S-X because these circumstances are customary, and accordingly, the Company concluded that it may rely on Rule 3-10 of Regulation S-X, as the other requirements of Rule 3-10 have been met.

The following tables present consolidating financial information for Nuverra Environmental Solutions, Inc. (“Parent”) and its 100% wholly-owned subsidiaries (the “Guarantor Subsidiaries”) as of June 30, 2015 and December 31, 2014 and for the three and six months endedJune 30, 2015 and 2014. In June 2015, the Company purchased the remaining interest in AWS, previously a 51% owned non-guarantor subsidiary, and has recast the tables to reflect AWS as a part of the Guarantor Subsidiaries as of December 31, 2014 and for the three and six months endedJune 30, 2014. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s condensed consolidated financial statements. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2015

	Parent			Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	33,527		$	1,107	$	—		$	34,634
Restricted cash	4,250			—		—			4,250
Accounts receivable, net	—			61,302		—			61,302
Deferred income taxes	(314		)	3,000		—			2,686
Other current assets	5,856			6,453		—			12,309
Current assets held for sale	—			1,972		—			1,972
Total current assets	43,319			73,834		—			117,153
Property, plant and equipment, net	2,743			447,086		—			449,829
Equity investments	171,071			617		(167,902		)	3,786
Intangible assets, net	—			18,375		—			18,375
Goodwill	—			104,721		—			104,721
Other	432,232			54,338		(472,242		)	14,328
TOTAL ASSETS	$	649,365		$	698,971	$	(640,144	)	$	708,192
LIABILITIES AND EQUITY
Accounts payable	$	849		$	12,007	$	—		$	12,856
Accrued expenses	13,841			19,876		—			33,717
Current portion of contingent consideration	—			8,783		—			8,783
Current portion of long-term debt	—			7,321		—			7,321
Total current liabilities	14,690			47,987		—			62,677
Deferred income taxes	(33,839		)	36,795		—			2,956
Long-term portion of debt	501,294			14,889		—			516,183
Long-term portion of contingent consideration	—			—		—			—
Other long-term liabilities	44,656			431,398		(472,242		)	3,812
Long-term liabilities of discontinued operations	—			—		—			—
Total shareholders' equity	122,564			167,902		(167,902		)	122,564
TOTAL LIABILITIES AND EQUITY	$	649,365		$	698,971	$	(640,144	)	$	708,192

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	13,801		$	(434	)	$	—		$	13,367
Restricted cash	—			114			—			114
Accounts receivable, net	—			108,813			—			108,813
Deferred income taxes	173			3,006			—			3,179
Other current assets	738			7,995			—			8,733
Current assets held for sale	—			20,466			—			20,466
Total current assets	14,712			139,960			—			154,672
Property, plant and equipment, net	3,263			472,719			—			475,982
Equity investments	249,426			645			(246,257		)	3,814
Intangible assets, net	—			19,757			—			19,757
Goodwill	—			104,721			—			104,721
Other	453,048			11,208			(446,568		)	17,688
Long-term assets held for sale	—			94,938			—			94,938
TOTAL ASSETS	$	720,449		$	843,948		$	(692,825	)	$	871,572
LIABILITIES AND EQUITY
Accounts payable	$	1,310		$	17,549		$	—		$	18,859
Accrued expenses	16,404			26,991			—			43,395
Current portion of contingent consideration	—			9,274			—			9,274
Current portion of long-term debt	—			15,863			—			15,863
Current liabilities of discontinued operations	—			8,802			—			8,802
Total current liabilities	17,714			78,479			—			96,193
Deferred income taxes	(33,353		)	36,801			—			3,448
Long-term portion of debt	582,446			10,009			—			592,455
Long-term portion of contingent consideration	—			550			—			550
Other long-term liabilities	695			449,747			(446,568		)	3,874
Long-term liabilities of discontinued operations	—			22,105			—			22,105
Total shareholders' equity	152,947			246,257			(246,257		)	152,947
TOTAL LIABILITIES AND EQUITY	$	720,449		$	843,948		$	(692,825	)	$	871,572

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations		Consolidated
Revenue	$	—		$	92,427		$	—	$	92,427
Costs and expenses:
Direct operating expenses	—			71,574			—		71,574
General and administrative expenses	6,135			3,562			—		9,697
Depreciation and amortization	240			18,056			—		18,296
Other, net	392			37			—		429
Total costs and expenses	6,767			93,229			—		99,996
Operating loss	(6,767		)	(802		)	—		(7,569		)
Interest expense, net	(11,831		)	(621		)	—		(12,452		)
Other income, net	—			406			—		406
Loss from equity investments	(1,027		)	(6		)	1,027		(6		)
Loss on extinguishment of debt	(1,011		)	—			—		(1,011		)
Loss from continuing operations before income taxes	(20,636		)	(1,023		)	1,027		(20,632		)
Income tax (expense) benefit	(26		)	11			—		(15		)
Loss from continuing operations	(20,662		)	(1,012		)	1,027		(20,647		)
Loss from discontinued operations, net of income taxes	(2,074		)	(15		)	—		(2,089		)
Net loss attributable to common stockholders	$	(22,736	)	$	(1,027	)	$	1,027	$	(22,736	)

THREE MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	126,862		$	—		$	126,862
Costs and expenses:
Direct operating expenses	—			94,955			—			94,955
General and administrative expenses	10,575			11,882			—			22,457
Depreciation and amortization	164			21,206			—			21,370
Total costs and expenses	10,739			128,043			—			138,782
Operating loss	(10,739		)	(1,181		)	—			(11,920		)
Interest expense, net	(12,187		)	(782		)	—			(12,969		)
Other income, net	—			465			—			465
Income from equity investments	982			7			(982		)	7
Loss from continuing operations before income taxes	(21,944		)	(1,491		)	(982		)	(24,417		)
Income tax (expense) benefit	(1,325		)	1,020			—			(305		)
Loss from continuing operations	(23,269		)	(471		)	(982		)	(24,722		)
Income from discontinued operations, net of income taxes	—			1,453			—			1,453
Net (loss) income attributable to common stockholders	$	(23,269	)	$	982		$	(982	)	$	(23,269	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	211,539		$	—		$	211,539
Costs and expenses:
Direct operating expenses	—			159,573			—			159,573
General and administrative expenses	12,797			9,600			—			22,397
Depreciation and amortization	410			35,368			—			35,778
Other, net	392			720			—			1,112
Total costs and expenses	13,599			205,261			—			218,860
Operating (loss) income	(13,599		)	6,278			—			(7,321		)
Interest expense, net	(24,193		)	(847		)	—			(25,040		)
Other income, net	—			748			—			748
Income (loss) from equity investments	7,055			(27		)	(7,055		)	(27		)
Loss on extinguishment of debt	(1,011		)	—			—			(1,011		)
(Loss) income from continuing operations before income taxes	(31,748		)	6,152			(7,055		)	(32,651		)
Income tax benefit (expense)	12			(3		)	—			9
(Loss) income from continuing operations	(31,736		)	6,149			(7,055		)	(32,642		)
(Loss) income from discontinued operations, net of income taxes	(2,074		)	906			—			(1,168		)
Net (loss) income attributable to common stockholders	$	(33,810	)	$	7,055		$	(7,055	)	$	(33,810	)

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Eliminations			Consolidated
Revenue	$	—		$	254,876		$	—		$	254,876
Costs and expenses:
Direct operating expenses	—			190,334			—			190,334
General and administrative expenses	18,998			20,254			—			39,252
Depreciation and amortization	327			41,954			—			42,281
Total costs and expenses	19,325			252,542			—			271,867
Operating (loss) income	(19,325		)	2,334			—			(16,991		)
Interest expense, net	(23,923		)	(1,096		)	—			(25,019		)
Other income, net	—			53			—			53
Income (loss) from equity investments	2,758			(1		)	(2,758		)	(1		)
Loss on extinguishment of debt	(3,177		)	—						(3,177		)
(Loss) income from continuing operations before income taxes	(43,667		)	1,290			(2,758		)	(45,135		)
Income tax benefit (expense)	8,943			(444		)	—			8,499
(Loss) income from continuing operations	(34,724		)	846			(2,758		)	(36,636		)
Income from discontinued operations, net of income taxes	—			1,912			—			1,912
Net (loss) income attributable to common stockholders	$	(34,724	)	$	2,758		$	(2,758	)	$	(34,724	)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2015

	Parent			Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities from continuing operations	$	26,605		$	15,731		$	42,336
Net cash used in operating activities from discontinued operations	—			(708		)	(708		)
Net cash provided by operating activities	26,605			15,023			41,628
Cash flows from investing activities:
Proceeds from TFI sale	78,897			—			78,897
Proceeds from the sale of property and equipment	255			3,193			3,448
Purchase of property, plant and equipment	—			(10,807		)	(10,807		)
Increase in restricted cash	(4,250		)	—			(4,250		)
Net cash provided by (used in) investing activities from continuing operations	74,902			(7,614		)	67,288
Net cash used in investing activities from discontinued operations	—			(181		)	(181		)
Net cash provided by (used in) investing activities	74,902			(7,795		)	67,107
Cash flows from financing activities:
Payments on revolving credit facility	(81,647		)	—			(81,647		)
Payments on vehicle financing and other financing activities	(134		)	(7,631		)	(7,765		)
Net cash used in financing activities from continuing operations	(81,781		)	(7,631		)	(89,412		)
Net cash used in financing activities from discontinued operations	—			(105		)	(105		)
Net cash used in financing activities	(81,781		)	(7,736		)	(89,517		)
Net increase (decrease) in cash	19,726			(508		)	19,218
Cash and cash equivalents - beginning of period	13,801			1,615			15,416
Cash and cash equivalents - end of period	33,527			1,107			34,634
Less: cash and cash equivalents of discontinued operations - end of period	—			—			—
Cash and cash equivalents of continuing operations - end of period	$	33,527		$	1,107		$	34,634

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2014

	Parent			Guarantor Subsidiaries			Consolidated
Net cash (used in) provided by operating activities from continuing operations	$	(24,791	)	$	20,910		$	(3,881	)
Net cash provided by operating activities from discontinued operations	—			2,880			2,880
Net cash (used in) provided by operating activities	(24,791		)	23,790			(1,001		)
Cash flows from investing activities:
Proceeds from the sale of property and equipment	—			3,810			3,810
Purchase of property, plant and equipment	(1,188		)	(22,755		)	(23,943		)
Net cash used in investing activities from continuing operations	(1,188		)	(18,945		)	(20,133		)
Net cash used in investing activities from discontinued operations	—			(2,262		)	(2,262		)
Net cash used in investing activities	(1,188		)	(21,207		)	(22,395		)
Cash flows from financing activities:							—
Proceeds from revolving credit facility	50,725			—			50,725
Payments on revolving credit facility	(27,700		)	—			(27,700		)
Payments for deferred financing costs	(734		)	—			(734		)
Payments on vehicle financing and other financing activities	3,790			(7,503		)	(3,713		)
Net cash provided by (used in) financing activities from continuing operations	26,081			(7,503		)	18,578
Net cash used in financing activities from discontinued operations	—			—			—
Net cash provided by (used in) financing activities	26,081			(7,503		)	18,578
Net increase (decrease) in cash	102			(4,920		)	(4,818		)
Cash and cash equivalents - beginning of period	3,839			5,373			9,212
Cash and cash equivalents - end of period	3,941			453			4,394
Less: cash and cash equivalents of discontinued operations - end of period	—			(1,047		)	(1,047		)
Cash and cash equivalents of continuing operations - end of period	$	3,941		$	(594	)	$	3,347