EX-99.1 2 nesc_ex991x20160630.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
 
 

NUVERRA ANNOUNCES SECOND-QUARTER AND YEAR-TO-DATE 2016 RESULTS

SCOTTSDALE, Ariz. (August 8, 2016) - Nuverra Environmental Solutions, Inc. (OTCQB: NESC) (“Nuverra” or the “Company”) today announced financial and operating results for the second quarter and six months ended June 30, 2016.
SUMMARY OF QUARTERLY RESULTS
Second quarter revenue was $34.0 million, a decrease of approximately 27.7%, or $13.0 million, when compared with revenue of $47.0 million in the first quarter of 2016, and a 63.2% decrease, or $58.4 million, when compared with revenue of $92.4 million in the second quarter of 2015.
Total costs and expenses, adjusted for special items, were $48.9 million, or a 20.2% decrease when compared with $61.3 million in the first quarter of 2016; 50.6% reduction in total costs and expenses, adjusted for special items, when compared with the second quarter of 2015.
Loss from continuing operations for the second quarter was $40.6 million, or a loss of $0.60 per diluted share, compared with a loss from continuing operations of $27.3 million, or a loss of $0.98 per diluted share in the first quarter of 2016.
Adjusted EBITDA from continuing operations for the second quarter was $0.3 million, a decrease of approximately 79.5% compared with adjusted EBITDA from continuing operations of $1.6 million in the first quarter of 2016.
Total liquidity as of June 30, 2016 was $12.9 million.

The Company closed its private exchange offer (the “Exchange Offer”) during the second quarter by delivering to tendering holders of the Company’s 9.875% Senior Notes due 2018 (the “2018 Notes”) $327.2 million in aggregate principal amount of new Senior Second-Lien Notes due 2021 (the “2021 Notes”) and $32.3 million in shares of common stock converted at $0.32 to those tendering holders who elected to exchange for common stock. Additionally, the Company closed on a new $24.0 million principal amount first-lien term loan (the “Term Loan”) due 2018. As part of the Exchange Offer, tendering holders of the 2018 Notes, other than the Chairman of the Board and Chief Executive Officer, Mark D. Johnsrud, received penny warrants to purchase up to 10% of our then-outstanding common stock, subject to certain anti-dilution provisions. As a commitment fee for entering into the Term Loan, the lenders received penny warrants to purchase up to 5% of our then-outstanding common stock, subject to certain anti-dilution provisions. Upon settlement of the Exchange Offer, there remained outstanding $40.4 million in aggregate principal amount of 2018 Notes.
Mark D. Johnsrud stated, “While our second quarter results reflect the ongoing impact of lower overall customer drilling and completion activities and continued pricing pressures, we have taken aggressive steps to reduce costs and expenses and, as a result, achieved a $50.1 million or 50.6% decrease in total costs and expenses, adjusted for special items, compared to the second quarter of 2015. Despite the prolonged decline in customer activity, intense price competition and resulting impact on our top-line revenue, Nuverra reported positive Adjusted EBITDA for the second quarter, which is a direct result of our aggressive approach to cost management during this downturn.”

SECOND QUARTER 2016 RESULTS
Second quarter revenue was $34.0 million, a decrease of $13.0 million, or 27.7%, from $47.0 million in the first quarter of 2016. The decrease was attributable to lower overall drilling and completion activities coupled with pricing pressures driven by a highly competitive pricing environment in all divisions. In the second quarter of 2015, the Company reported revenue of $92.4 million.
The Company continued to reduce costs and expenses in the second quarter as a result of decreasing activities and proactive cost-management initiatives. Total costs and expenses, adjusted for special items, were $48.9 million, a 20.2% decrease compared with total costs and expenses, adjusted for special items, of $61.3 million in the first quarter of 2016. The Company reported total costs and expenses, adjusted for special items, of $99.0 million in the second quarter of 2015.
On a year-over-year comparison with the second quarter of 2015, the $50.1 million reduction in total costs and expenses, adjusted for special items, included:

1



Approximately $19.6 million in lower payroll and related expenses, reflecting a 48% year-over-year reduction in headcount;
Approximately $4.9 million in lower fuel expense;
Approximately $3.2 million, or 37.9%, in lower general and administrative expenses;
Approximately $3.1 million in lower depreciation and amortization expenses; with,
The balance of $19.3 million related to reductions in all other direct operating expenses.

For the second quarter of 2016, the Company reported a net loss from continuing operations of $40.6 million, or a loss of $0.60 per diluted share. Special items in the second quarter totaled approximately $11.2 million and primarily included $8.4 million in legal and professional fees associated with the Company’s Exchange Offer, $2.7 million for an asset impairment charge related to assets classified as held-for-sale, partially offset by a $1.7 million gain on the sale of our cost method investment in Underground Solutions, Inc. ("UGSI") and a $1.0 million gain on the change in fair value of the derivative warrant liability. Additionally, special items included the loss on the sale of underutilized assets, severance-related charges, stock-based compensation expense, and the write off of a portion of the unamortized deferred financing costs associated with an amendment to the asset-based credit facility (the “ABL Credit Facility”). Excluding the impact of these special items, first-quarter loss from continuing operations was $29.4 million, or a loss of $0.43 per diluted share. This compares with a loss from continuing operations, adjusted for special items, of $26.4 million, or a loss of $0.95 per diluted share in the first quarter of 2016. The Company reported a loss from continuing operations, adjusted for special items, of $18.5 million, or a loss of $0.67 per diluted share in the second quarter of 2015.
Adjusted EBITDA from continuing operations for the second quarter was $0.3 million, a decrease of $1.2 million, or 79.5%, compared with adjusted EBITDA of $1.6 million in the first quarter of 2016. Second quarter adjusted EBITDA margin from continuing operations was 0.9%, compared with an adjusted EBITDA margin of 3.3% in the first quarter of 2016. The Company reported adjusted EBITDA from continuing operations of $12.3 million and an adjusted EBITDA margin of 13.3% in the second quarter of 2015.
YEAR-TO-DATE RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2016 ("YTD")
YTD revenue was $81.0 million, a decrease of $130.6 million, or 61.7%, from $211.5 million for the same period in 2015. The decrease was attributable to lower overall drilling and completion activities coupled with continued pricing pressures in all divisions.
YTD net loss from continuing operations was $67.9 million, or a loss of $1.42 per diluted share, compared with a loss of $32.6 million, or a loss of $1.18 per diluted share, for the same period in 2015. Excluding special items, YTD adjusted net loss from continuing operations was $55.9 million, or a loss of $1.17 per diluted share, compared with adjusted net loss from continuing operations of $29.8 million, or a loss of $1.08 per diluted share in 2015. The $12.0 million in YTD special items primarily included $8.4 million in legal and professional fees associated with the Company’s Exchange Offer, $2.7 million for an asset impairment charge related to assets classified as held-for-sale, partially offset by a $1.7 million gain on the sale UGSI and a $1.0 million gain on the change in fair value of the derivative warrant liability. Additionally, special items included the loss on the sale of underutilized assets, severance-related charges, stock-based compensation expense, and the write off of a portion of the unamortized deferred financing costs associated with an amendment to the ABL Credit Facility.
YTD adjusted EBITDA from continuing operations was $1.9 million, a decrease 93.9% when compared with the same period in 2015. Adjusted EBITDA margin for the 2016 YTD period was 2.3%, compared with 14.6% in 2015.
CASH FLOW AND LIQUIDITY
Net cash used in operating activities from continuing operations during six months ended June 30, 2016 was $12.6 million, with net cash capital expenditures from continuing operations of $3.9 million. For the six months ended June 30, 2016, free cash flow was negative at $8.7 million, compared with positive free cash flow of $35.0 million in the same period in 2015.
On June 29, 2016, the Company amended its ABL Credit Facility with new terms that included a reduction in total commitments to $85 million, and a modification to the minimum EBITDA financial maintenance covenant which deferred the applicable periods for measurement and reduced the applicable amounts required to be achieved for each period. In addition, the amendment changed the scheduled maturity date of the ABL Credit Facility from January 15, 2018 to December 31, 2016, but added a covenant requiring the Company to refinance the ABL Credit Facility in full on or before September 30, 2016. Total liquidity as of June 30, 2016, consisting almost entirely of available borrowings under the ABL Credit Facility, was $12.9 million.

2



As of June 30, 2016, total debt outstanding was $464.6 million, including $40.4 million of 2018 Notes, $335.7 million of 2021 Notes, $24.7 million under a Term Loan, $48.1 million under the ABL Facility, and $15.6 million in capital leases and notes payable. The Company made cumulative payments, net of proceeds received, during the six months ended June 30, 2016 of $53.7 million to reduce total debt outstanding under the ABL Credit Facility. The Company remains current with all payment obligations due on its outstanding debt and is in compliance with all related covenants.
About Nuverra
Nuverra Environmental Solutions is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers in the energy market. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, waste fluids and hydrocarbons. The Company provides its suite of environmentally compliant and sustainable solutions to customers who demand stricter environmental compliance and accountability from their service providers. Find additional information about Nuverra in documents filed with the U.S. Securities and Exchange Commission (SEC) at http://www.sec.gov.
Forward-Looking Statements

This press release contains "forward-looking" statements, including, without limitation, those that involve risks and uncertainties, including statements regarding any remaining transactions contemplated by the RSA or any benefits expected from the Company’s debt restructuring. These statements relate to future plans, objectives, expectations and intentions and are for illustrative purposes only. These statements may be identified by the use of words such as "believe," "expect," "intend," "plan," "anticipate," "likely," "will," "could," "estimate," "may," "potential," "should," "would," and similar expressions. There can be no assurance that all or any portion of the aforementioned transactions will be consummated on the terms summarized herein or at all. The forward-looking statements contained, or incorporated by reference, herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's filings with the Securities and Exchange Commission and other factors discussed in the Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's views as of the date of the Form 8-K. The Company undertakes no obligation to update any of the forward-looking statements made in the Form 8-K, whether as a result of new information, future events, changes in expectations or otherwise.
 
Source: Nuverra Environmental Solutions, Inc.
602-903-7802
ir@nuverra.com

- Tables to Follow -


3



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenue:
 
 
 
 
 
 
 
Non-rental revenue
$
31,369

 
$
85,530

 
$
75,395

 
$
192,540

Rental revenue
2,609

 
6,897

 
5,558

 
18,999

Total revenue
33,978

 
92,427

 
80,953

 
211,539

Costs and expenses:
 
 
 
 
 
 
 
Direct operating expenses
30,283

 
71,574

 
68,900

 
159,573

General and administrative expenses
14,204

 
9,697

 
21,656

 
22,397

Depreciation and amortization
15,206

 
18,296

 
31,051

 
35,778

Impairment of long-lived assets
2,664

 

 
2,664

 

Other, net

 
429

 

 
1,112

Total costs and expenses
62,357

 
99,996

 
124,271

 
218,860

Operating loss
(28,379
)
 
(7,569
)
 
(43,318
)
 
(7,321
)
Interest expense, net
(13,973
)
 
(12,452
)
 
(26,018
)
 
(25,040
)
Other income, net
2,771

 
400

 
2,929

 
721

Loss on extinguishment of debt
(284
)
 
(1,011
)
 
(674
)
 
(1,011
)
Loss from continuing operations before income taxes
(39,865
)
 
(20,632
)
 
(67,081
)
 
(32,651
)
Income tax (expense) benefit
(773
)
 
(15
)
 
(828
)
 
9

Loss from continuing operations
(40,638
)
 
(20,647
)
 
(67,909
)
 
(32,642
)
Loss from discontinued operations, net of income taxes
(1,290
)
 
(2,089
)
 
(1,235
)
 
(1,168
)
Net loss attributable to common shareholders
$
(41,928
)
 
$
(22,736
)
 
$
(69,144
)
 
$
(33,810
)
 
 
 
 
 
 
 
 
Net loss per common share attributable to common shareholders:
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(0.60
)
 
$
(0.75
)
 
$
(1.42
)
 
$
(1.18
)
Basic and diluted loss from discontinued operations
(0.02
)
 
(0.08
)
 
(0.03
)
 
(0.04
)
Net loss per basic and diluted common share
$
(0.62
)
 
$
(0.83
)
 
$
(1.45
)
 
$
(1.22
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding used in computing net loss per basic and diluted common share
67,699

 
27,679

 
47,803

 
27,546





4



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

 
June 30,
 
December 31,
 
2016
 
2015
Assets
 
 
(Note 1)
Cash and cash equivalents
$
303

 
$
39,309

Restricted cash
5,504

 
4,250

Accounts receivable, net
19,996

 
42,188

Inventories
2,606

 
2,985

Prepaid expenses and other receivables
3,407

 
3,377

Other current assets
4,189

 
2,372

Assets held for sale
2,902

 

Total current assets
38,907

 
94,481

Property, plant and equipment, net
366,322

 
406,188

Equity investments
574

 
3,750

Intangibles, net
15,562

 
16,867

Other assets
573

 
1,333

Total assets
$
421,938

 
$
522,619

Liabilities and Shareholders' Deficit
 
 
 
Accounts payable
$
6,173

 
$
6,907

Accrued liabilities
21,476

 
29,843

Current contingent consideration

 
8,628

Current portion of long-term debt
56,427

 
499,709

Derivative warrant liability
6,201

 

Total current liabilities
90,277

 
545,087

Deferred income taxes
317

 
270

Long-term debt
394,174

 
11,758

Long-term contingent consideration
8,500

 

Other long-term liabilities
3,723

 
3,775

Total liabilities
496,991

 
560,890

Commitments and contingencies
 
 
 
Shareholders' deficit:
 
 
 
Common stock
131

 
30

Additional paid-in capital
1,402,191

 
1,369,921

Treasury stock
(19,809
)
 
(19,800
)
Accumulated deficit
(1,457,566
)
 
(1,388,422
)
Total shareholders' deficit
(75,053
)
 
(38,271
)
Total liabilities and shareholders' deficit
$
421,938

 
$
522,619


Note 1: The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.





5



NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended
 
June 30,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net loss
$
(69,144
)
 
$
(33,810
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
   Income from discontinued operations, net of income taxes

 
(906
)
   Loss on the sale of TFI
1,235

 
2,074

   Depreciation and amortization of intangible assets
31,051

 
35,778

   Amortization of debt issuance costs, net
2,587

 
2,438

   Stock-based compensation
656

 
1,516

   Impairment of long-lived assets
2,664

 

   Gain on sale of UGSI
(1,694
)
 

   Loss (gain) on disposal of property, plant and equipment
727

 
(1,312
)
   Bad debt expense
254

 
(208
)
   Change in fair value of derivative warrant liability
(1,023
)
 

   Loss on extinguishment of debt
674

 
1,011

   Deferred income taxes
48

 
1

   Other, net
(33
)
 
316

   Changes in operating assets and liabilities:
 
 
 
      Accounts receivable
21,938

 
47,719

      Prepaid expenses and other receivables
(146
)
 
(5,273
)
      Accounts payable and accrued liabilities
118

 
(8,113
)
      Other assets and liabilities, net
(2,506
)
 
1,105

Net cash (used in) provided by operating activities from continuing operations
(12,594
)
 
42,336

Net cash used in operating activities from discontinued operations

 
(708
)
Net cash (used in) provided by operating activities
(12,594
)
 
41,628

Cash flows from investing activities:
 
 
 
   Proceeds from the sale of TFI

 
78,897

   Proceeds from the sale of property, plant and equipment
5,995

 
3,448

   Purchases of property, plant and equipment
(2,133
)
 
(10,807
)
   Proceeds from the sale of UGSI
4,979

 

   Change in restricted cash
(1,254
)
 
(4,250
)
Net cash provided by investing activities from continuing operations
7,587

 
67,288

Net cash used in investing activities from discontinued operations

 
(181
)
Net cash provided by investing activities
7,587

 
67,107

Cash flows from financing activities:
 
 
 
   Proceeds from revolving credit facility
76,979

 

   Payments on revolving credit facility
(130,667
)
 
(81,647
)
   Proceeds from term loan
24,000

 

   Payments for deferred financing costs
(985
)
 

   Payments on vehicle financing and other financing activities
(3,326
)
 
(7,765
)
Net cash used in financing activities from continuing operations
(33,999
)
 
(89,412
)
Net cash used in financing activities from discontinued operations

 
(105
)
Net cash used in financing activities
(33,999
)
 
(89,517
)
Net (decrease) increase in cash and cash equivalents
(39,006
)
 
19,218

Cash and cash equivalents - beginning of period
39,309

 
15,416

Cash and cash equivalents - end of period
303

 
34,634

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

 

Cash and cash equivalents of continuing operations - end of period
$
303

 
$
34,634

 
 
 
 



6



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


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



7



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


Reconciliation of Loss from Continuing Operations to EBITDA, Adjusted EBITDA from Continuing Operations and Total Adjusted EBITDA:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Loss from continuing operations
$
(40,638
)
 
$
(20,647
)
 
$
(67,909
)
 
$
(32,642
)
Depreciation and amortization
15,206

 
18,296

 
31,051

 
35,778

Interest expense, net
13,973

 
12,452

 
26,018

 
25,040

Income tax expense (benefit)
773

 
15

 
828

 
(9
)
EBITDA
(10,686
)
 
10,116

 
(10,012
)
 
28,167

Adjustments:
 
 
 
 
 
 
 
Transaction-related costs, including earnout adjustments, net
2

 
177

 
(117
)
 
(132
)
Stock-based compensation
288

 
727

 
656

 
1,516

Change in fair value of derivative warrant liability
(1,023
)
 

 
(1,023
)
 

Legal and environmental costs, net
8,642

 
397

 
10,117

 
404

Impairment of long-lived assets
2,664

 

 
2,664

 

Restructuring, exit and other costs
59

 
513

 
(113
)
 
1,335

Loss on extinguishment of debt
284

 
1,011

 
674

 
1,011

Gain on sale of UGSI
(1,694
)
 

 
(1,694
)
 

Loss (gain) on disposal of assets
1,784

 
(658
)
 
727

 
(1,312
)
Adjusted EBITDA from continuing operations
320

 
12,283

 
1,879

 
30,989

Adjusted EBITDA from discontinued operations

 
7

 

 
1,197

Total Adjusted EBITDA
$
320

 
$
12,290

 
$
1,879

 
$
32,186



Reconciliation of Loss from Discontinued Operations to EBITDA from Discontinued Operations and Adjusted EBITDA from Discontinued Operations:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Loss from discontinued operations
$
(1,290
)
 
$
(2,089
)
 
$
(1,235
)
 
$
(1,168
)
Income tax expense

 

 

 
265

EBITDA from discontinued operations
(1,290
)
 
(2,089
)
 
(1,235
)
 
(903
)
Adjustments:
 
 
 
 
 
 
 
Transaction-related costs

 
22

 

 
26

Loss on sale of TFI
1,290

 
2,074

 
1,235

 
2,074

Adjusted EBITDA from discontinued operations
$


$
7


$


$
1,197




8



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

Reconciliation of QTD Segment Performance to Adjusted EBITDA

Three months ended June 30, 2016
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
18,952

 
$
7,688

 
$
7,338

 
$

 
$
33,978

Direct operating expenses
 
16,232

 
8,126

 
5,925

 

 
30,283

General and administrative expenses
 
1,695

 
339

 
973

 
11,197

 
14,204

Depreciation and amortization
 
7,792

 
3,426

 
3,919

 
69

 
15,206

Operating loss
 
(6,767
)
 
(6,556
)
 
(3,790
)
 
(11,266
)
 
(28,379
)
Operating margin %
 
(35.7
)%
 
(85.3
)%
 
(51.6
)%
 
NA

 
(83.5
)%
Loss from continuing operations before income taxes
 
(6,818
)
 
(6,669
)
 
(3,825
)
 
(22,553
)
 
(39,865
)
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(6,818
)
 
(6,669
)
 
(3,825
)
 
(23,326
)
 
(40,638
)
Depreciation and amortization
 
7,792

 
3,426

 
3,919

 
69

 
15,206

Interest expense, net
 
106

 
109

 
38

 
13,720

 
13,973

Income tax expense
 

 

 

 
773

 
773

EBITDA
 
$
1,080

 
$
(3,134
)
 
$
132

 
$
(8,764
)
 
$
(10,686
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
2,528

 
2,009

 
150

 
6,319

 
11,006

Adjusted EBITDA from continuing operations
 
$
3,608

 
$
(1,125
)
 
$
282

 
$
(2,445
)
 
$
320

Adjusted EBITDA margin %
 
19.0
 %
 
(14.6
)%
 
3.8
 %
 
NA

 
0.9
 %

Three months ended June 30, 2015
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
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
)
Operating margin %
 
2.9
%
 
1.1
%
 
(14.2
)%
 
NA

 
(8.2
)%
Income (loss) from continuing operations before income taxes
 
1,805

 
(200
)
 
(2,628
)
 
(19,609
)
 
(20,632
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
1,805

 
(206
)
 
(2,632
)
 
(19,614
)
 
(20,647
)
Depreciation and amortization
 
8,801

 
4,060

 
5,195

 
240

 
18,296

Interest expense, net
 
144

 
436

 
41

 
11,831

 
12,452

Income tax expense
 

 
6

 
4

 
5

 
15

EBITDA
 
$
10,750

 
$
4,296

 
$
2,608

 
$
(7,538
)
 
$
10,116

 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
14

 
371

 
(669
)
 
2,451

 
2,167

Adjusted EBITDA from continuing operations
 
$
10,764

 
$
4,667

 
$
1,939

 
$
(5,087
)
 
$
12,283

Adjusted EBITDA margin %
 
22.6
%
 
17.0
%
 
11.1
 %
 
NA

 
13.3
 %



9



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

Reconciliation of YTD Segment Performance to Adjusted EBITDA

Six months ended June 30, 2016
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
Revenue
 
$
43,857

 
$
20,465

 
$
16,631

 
$

 
$
80,953

Direct operating expenses
 
35,790

 
19,694

 
13,416

 

 
68,900

General and administrative expenses
 
3,547

 
1,529

 
1,893

 
14,687

 
21,656

Depreciation and amortization
 
15,871

 
7,309

 
7,733

 
138

 
31,051

Operating loss
 
(11,351
)
 
(10,420
)
 
(6,722
)
 
(14,825
)
 
(43,318
)
Operating margin %
 
(25.9
)%
 
(50.9
)%
 
(40.4
)%
 
NA

 
(53.5
)%
Loss from continuing operations before income taxes
 
(11,470
)
 
(10,600
)
 
(6,751
)
 
(38,260
)
 
(67,081
)
 
 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
 
(11,470
)
 
(10,600
)
 
(6,751
)
 
(39,088
)
 
(67,909
)
Depreciation and amortization
 
15,871

 
7,309

 
7,733

 
138

 
31,051

Interest expense, net
 
204

 
250

 
86

 
25,478

 
26,018

Income tax expense
 

 

 

 
828

 
828

EBITDA
 
$
4,605

 
$
(3,041
)
 
$
1,068

 
$
(12,644
)
 
$
(10,012
)
 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
2,713

 
1,726

 
(198
)
 
7,650

 
11,891

Adjusted EBITDA from continuing operations
 
$
7,318

 
$
(1,315
)
 
$
870

 
$
(4,994
)
 
$
1,879

Adjusted EBITDA margin %
 
16.7
 %
 
(6.4
)%
 
5.2
 %
 
NA

 
2.3
 %

Six months ended June 30, 2015
 
Rocky Mountain
 
Northeast
 
Southern
 
Corporate
 
Total
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
)
Operating margin %
 
9.9
%
 
0.4
%
 
(13.8
)%
 
NA

 
(3.5
)%
Income (loss) from continuing operations before income taxes
 
11,902

 
(187
)
 
(5,563
)
 
(38,803
)
 
(32,651
)
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
11,902

 
(193
)
 
(5,567
)
 
(38,784
)
 
(32,642
)
Depreciation and amortization
 
17,538

 
7,987

 
9,843

 
410

 
35,778

Interest expense, net
 
253

 
500

 
94

 
24,193

 
25,040

Income tax expense (benefit)
 

 
6

 
4

 
(19
)
 
(9
)
EBITDA
 
$
29,693

 
$
8,300

 
$
4,374

 
$
(14,200
)
 
$
28,167

 
 
 
 
 
 
 
 
 
 
 
Adjustments, net
 
(575
)
 
146

 
(131
)
 
3,382

 
2,822

Adjusted EBITDA from continuing operations
 
$
29,118

 
$
8,446

 
$
4,243

 
$
(10,818
)
 
$
30,989

Adjusted EBITDA margin %
 
24.9
%
 
15.4
%
 
10.7
 %
 
NA

 
14.6
 %

10



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


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


 
Three months ended June 30, 2016
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
33,978

 
$

 
 
$
33,978

Direct operating expenses
30,283

 
(1,842
)
[A]
 
28,441

General and administrative expenses
14,204

 
(8,933
)
[B]
 
5,271

Total costs and expenses
62,357

 
(13,439
)
[C]
 
48,918

Operating loss
(28,379
)
 
13,439

[C]
 
(14,940
)
Loss from continuing operations
(40,638
)
 
11,215

[D]
 
(29,423
)
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(0.60
)
 
 
 
 
$
(0.43
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(40,638
)
 
 
 
 
$
(29,423
)
Depreciation and amortization
15,206

 
 
 
 
15,206

Interest expense, net
13,973

 
 
 
 
13,973

Income tax expense
773

 
 
 
 
564

EBITDA and Adjusted EBITDA from continuing operations
$
(10,686
)
 
 
 
 
$
320

Description of 2016 Special Items:
[A]
Special items primarily includes the loss on sale of underutilized assets, and severance and environmental clean-up charges.
[B]
Primarily attributable to stock-based compensation and non-routine legal and professional fees incurred in connection with the execution of management's plan to restructure our indebtedness.
[C]
Primarily includes the aforementioned adjustments along with a long-lived asset impairment charge for assets classified as held-for-sale of $2.7 million.
[D]
Primarily includes the aforementioned adjustments along with a gain of $1.0 million associated with the change in fair value of the derivative warrant liability, and a gain on the sale of Underground Solutions, Inc. of $1.7 million in the three months ended June 30, 2016. Additionally, our effective tax rate for the three months ended June 30, 2016 was 1.94% and has been applied to the special items accordingly.

11



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


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


 
Three months ended June 30, 2015
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
92,427

 
$

 
 
$
92,427

Direct operating expenses
71,574

 
658

[E]
 
72,232

General and administrative expenses
9,697

 
(1,208
)
[F]
 
8,489

Total costs and expenses
99,996

 
(979
)
[G]
 
99,017

Operating loss
(7,569
)
 
979

[G]
 
(6,590
)
Loss from continuing operations
(20,647
)
 
2,169

[H]
 
(18,478
)
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(0.75
)
 
 
 
 
$
(0.67
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(20,647
)
 
 
 
 
$
(18,478
)
Depreciation and amortization
18,296

 
 
 
 
18,296

Interest expense, net
12,452

 
 
 
 
12,452

Income tax expense
15

 
 
 
 
13

EBITDA and Adjusted EBITDA from continuing operations
$
10,116

 
 
 
 
$
12,283

Description of 2015 Special Items:
[E]
Special items includes a gain on sale for the disposal of certain transportation related assets.
[F]
Primarily attributable to stock-based compensation, non-routine litigation expenses and certain costs associated with an amendment to our ABL facility.
[G]
Primarily includes the aforementioned adjustments, and a charge of approximately $0.4 million associated with our restructuring initiative and other exit related costs from certain shale basins.
[H]
Primarily includes the aforementioned adjustments along with a charge of $1.0 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of an amendment to our ABL Facility, and a charge related to a prior acquisition earnout reserve of $0.2 million. Additionally, our effective tax rate for the three months ended June 30, 2015 was zero percent and has been applied to the special items accordingly.
















12



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


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


 
Six months ended June 30, 2016
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
80,953

 
$

 
 
$
80,953

Direct operating expenses
68,900

 
(1,239
)
[A]
 
67,661

General and administrative expenses
21,656

 
(10,159
)
[B]
 
11,497

Total costs and expenses
124,271

 
(14,062
)
[C]
 
110,209

Operating loss
(43,318
)
 
14,062

[C]
 
(29,256
)
Loss from continuing operations
(67,909
)
 
12,034

[D]
 
(55,875
)
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(1.42
)
 
 
 
 
$
(1.17
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(67,909
)
 
 
 
 
$
(55,875
)
Depreciation and amortization
31,051

 
 
 
 
31,051

Interest expense, net
26,018

 
 
 
 
26,018

Income tax expense
828

 
 
 
 
685

EBITDA and Adjusted EBITDA from continuing operations
$
(10,012
)
 
 
 
 
$
1,879


Description of 2016 Special Items:
[A]
Special items primarily includes the loss on sale of underutilized assets, and severance and environmental clean-up charges.
[B]
Primarily attributable to stock-based compensation and non-routine legal and professional fees incurred in connection with the execution of management's plan to restructure our indebtedness.
[C]
Primarily includes the aforementioned adjustments along with a long-lived asset impairment charge for assets classified as held-for-sale of $2.7 million.
[D]
Primarily includes the aforementioned adjustments along with a charge of $0.7 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of an amendment to our ABL Facility, a gain of $1.0 million associated with the change in fair value of the derivative warrant liability, and a gain on the sale of Underground Solutions, Inc. for $1.7 million in the three months ended June 30, 2016. Additionally, our effective tax rate for the six months ended June 30, 2016 was 1.23% and has been applied to the special items accordingly.

13



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


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


 
Six months ended June 30, 2015
 
As Reported
 
Special Items
 
As Adjusted
Revenue
$
211,539

 
$

 
 
$
211,539

Direct operating expenses
159,573

 
1,312

[E]
 
160,885

General and administrative expenses
22,397

 
(2,143
)
[F]
 
20,254

Total costs and expenses
218,860

 
(1,943
)
[G]
 
216,917

Operating loss
(7,321
)
 
1,943

[G]
 
(5,378
)
Loss from continuing operations
(32,642
)
 
2,822

[H]
 
(29,820
)
 
 
 
 
 
 
 
Basic and diluted loss from continuing operations
$
(1.18
)
 
 
 
 
$
(1.08
)
 
 
 
 
 
 
 
Loss from continuing operations
$
(32,642
)
 
 
 
 
$
(29,820
)
Depreciation and amortization
35,778

 
 
 
 
35,778

Interest expense, net
25,040

 
 
 
 
25,040

Income tax benefit
(9
)
 
 
 
 
(9
)
EBITDA and Adjusted EBITDA from continuing operations
$
28,167

 
 
 
 
$
30,989

Description of 2015 Special Items:
[E]
Special items include a gain on sale related to the disposal of certain transportation related assets.
[F]
Primarily attributable to stock-based compensation, non-routine litigation expenses and certain costs associated with an amendment to our ABL Facility.
[G]
Primarily includes the aforementioned adjustments, and a charge of approximately $1.1 million associated with our restructuring initiative and other exit related costs from certain shale basins.
[H]
Primarily includes the aforementioned adjustments along with a charge of $1.0 million in connection with the write-off of a portion of the unamortized deferred financing costs as a result of an amendment to our ABL Facility, and a net reduction related to a prior acquisition earnout reserve of $0.1 million. Additionally, our effective tax rate for the six months ended June 30, 2015 was zero percent and has been applied to the special items accordingly.

14



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

Reconciliation of Free Cash Flow from Continuing Operations

 
 
Six Months Ended
 
 
June 30,
 
 
2016
 
2015
Net cash (used in) provided by operating activities from continuing operations
 
$
(12,594
)
 
$
42,336

Less: net cash capital expenditures, [1]
 
3,862

 
(7,359
)
Free Cash Flow
 
$
(8,732
)
 
$
34,977


[1]
Purchases of property, plant and equipment, net of proceeds received from sales of property, plant and equipment


15