Fresh Start Accounting (Tables)

3 Months Ended

Mar. 31, 2021



	Fresh Start Reporting Date
Selected Enterprise Value within Bankruptcy Court Range	$	729,918
Plus: Cash and cash equivalents		172,768
Plus: Liabilities excluding the decommissioning liabilities		380,496
Plus: Decommissioning liabilities		173,622
Reorganization Value		1,456,804

Fresh Start



	As of February 2, 2021
	Predecessor		Reorganization Adjustments			Fresh Start Adjustments			Successor
ASSETS
Current assets:
Cash and cash equivalents	$	194,671	$	(21,903)	⁽¹⁾	$	-		$	172,768
Restricted cash - current		-		16,751	⁽²⁾		-			16,751
Accounts receivable, net of allowance for doubtful accounts		180,525		11	⁽³⁾		-			180,536
Income taxes receivable		9,146		-			(170)	⁽¹⁶⁾		8,976
Prepaid expenses		37,041		-			-			37,041
Inventory and other current assets		99,843		-			8,426	⁽¹⁷⁾		108,269
Assets held for sale		47,120		-			(2,126)	⁽¹⁸⁾		44,994
Total current assets		568,346		(5,141)			6,130			569,335

Property, plant and equipment, net of accumulated depreciation and depletion		533,147		-			125,120	⁽¹⁹⁾		658,267
Operating lease right-of-use assets		48,733		-			1,785	⁽²⁰⁾		50,518
Goodwill		138,934		-			(138,934)	⁽²¹⁾		-
Notes receivable		72,967		-			-			72,967
Restricted cash - non-current		80,179		-			-			80,179
Intangible and other long-term assets, net of accumulated amortization		55,105		(10,080)	⁽⁴⁾		(19,487)	⁽²²⁾		25,538
Total assets	$	1,497,411	$	(15,221)		$	(25,386)		$	1,456,804

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	55,546	$	(700)	⁽⁵⁾	$	-		$	54,846
Accrued expenses		143,697		9,812	⁽⁶⁾		2,026	⁽²³⁾		155,535
Current portion of decommissioning liabilities		3,776		-			(3,418)	⁽²⁴⁾		358
Liabilities held for sale		552		844	⁽⁷⁾		-			1,396
Total current liabilities		203,571		9,956			(1,392)			212,135

Decommissioning liabilities		139,503		-			33,761	⁽²⁵⁾		173,264
Operating lease liabilities		32,735		-			(405)	⁽²⁶⁾		32,330
Deferred income taxes		4,853		3,100	(8)		51,569	⁽²⁷⁾		59,522
Other long-term liabilities		122,691		-			(45,824)	⁽²⁸⁾		76,867

Total non-current liabilities		299,782		3,100			39,101			341,983

Liabilities subject to compromise		1,572,772		(1,572,772)	⁽⁹⁾		-			-

Total liabilities		2,076,125		(1,559,716)			37,709			554,118
Stockholders’ equity (deficit):
Predecessor common stock $0.001 par value		16		(16)	⁽¹⁰⁾		-			-
Predecessor Additional paid-in capital		2,757,824		(2,757,824)	⁽¹¹⁾		-			-
Predecessor Treasury stock at cost		(4,290)		4,290	⁽¹²⁾		-			-
Successor Class A common stock $0.001 par value		-		200	⁽¹³⁾		-			200
Successor Additional paid-in capital		-		902,486	⁽¹⁴⁾		-			902,486
Accumulated other comprehensive loss, net		(67,532)		-			67,532	⁽²⁹⁾		-
Accumulated deficit		(3,264,732)		3,395,359	⁽¹⁵⁾		(130,627)	⁽³⁰⁾		-
Total stockholders’ equity (deficit)		(578,714)		1,544,495			(63,095)			902,686
Total liabilities and stockholders’ equity (deficit)	$	1,497,411	$	(15,221)		$	(25,386)		$	1,456,804

Reorganization Adjustments (in thousands)

(1)Changes in cash and cash equivalents included the following:


Payment of debtor in possession financing fees	(183)
Payment of professional fees at the Emergence Date	(2,649)
Payment of lease rejection damages classified as liabilities subject to compromise	(400)
Transfers from cash to restricted cash for Professional Fees Escrow and General Unsecured Creditors Escrow	(16,751)
Payment of debt issuance costs for the Credit Facility	(1,920)
Net change in cash and cash equivalents	(21,903)

(2)Changes to restricted cash - current included the following:


Transfer from cash for Professional Fee Escrow	16,626
Transfer from cash for General Unsecured Creditors Escrow	125
Net change in restricted cash - current	16,751

(3)Changes of $11 to accounts receivable reflect a receivable from the solicitor for excess proceeds received during the Rights Offering.

(4)Changes to intangibles and other long-term assets included the following:


Write-off of deferred financing costs related to the Delayed-Draw Term Loan	(12,000)
Capitalization of debt issuance costs associated with the Credit Facility	1,920
Net change in intangibles and other long-term assets	(10,080)

(5)Changes to accounts payable included the following:


Payment of professional fees at the Emergence Date	(2,649)
Professional fees recognized and payable at the Emergence Date	1,949
Net change in accounts payable	(700)

(6)Changes in accrued liabilities include the following:


Payment of debtor in possession financing fees	(183)
Accrual of professional fees	6,500
Accrual for transfer taxes	1,900
Reinstatement of lease rejection liabilities to be settled post-emergence	1,470
Accrual of general unsecured claims against parent	125
Net change in accrued liabilities	9,812

(7)Changes in liabilities held for sale reflect the fair value reinstatement of rejected leases claims related to PumpCo to be settled post-emergence.

(8)Changes in deferred income taxes are due to reorganization adjustments.

(9)The resulting gain on liabilities subject to compromise was determined as follows:


Prepetition 7.125% and 7.750% notes including accrued interest and unpaid interest	1,335,794
Rejected lease liability claims	4,956
Allowed Class 6 General Unsecured Claims against Parent	232,022
Liabilities subject to compromise settled in accordance with the Plan	1,572,772


Reinstatement of accrued liabilities for lease rejection claims	(1,470)
Reinstatement of liabilities held for sale for Pumpco lease claims	(844)
Payment to settle lease rejection claims	(400)
Cash proceeds from rights offering	963
Cash payout provided to cash opt-in noteholders	(952)
Cash Pool to settle GUCs against Parent	(125)
Issuance of common stock to prepetition noteholders, incremental to rights offering (par value)	(193)
Additional paid-in capital attributable to successor common stock issuance	(869,311)
Successor common stock issued to cash opt-out noteholders in the rights offering (par value)	(7)
Additional paid-in capital attributable to rights offering shares	(33,175)
Gain on settlement of liabilities subject to compromise	667,258

The Equity Rights Offering generated $963 in proceeds used to settle $952 in Cash Opt-in Noteholder claims. The Equity Rights Offering shares were offered at a price of $1.31/share to Cash Opt-out Noteholders. As such, the Equity Rights Offering

shares generated the $963 in cash proceeds from the share issuance as well as an implied discount to the Cash Opt-in claimants of $32.2 million, recorded as a loss on share issuance in reorganization items, net. The loss on the Equity Rights Offering share issuance is offset by the gain on share issuance of $32.2 million implied by the issuance of shares to settle Cash Opt-out Noteholder claims at a value of $46.82/share compared to the reorganization value implied share price of $45.14/share.

(10)Changes of $16 in Predecessor common stock reflect the cancellation of the Predecessor’s common stock.

(11)Changes in Predecessor additional paid-in capital (APIC) include the following:


Extinguishment of APIC related to Predecessor's outstanding equity interests	(2,758,812)
Extinguishment of RSUs for the Predecessor's incentive plan	988
Net change in Predecessor's additional paid-in capital	(2,757,824)

(12)Reflects $4.3 million cancellation of Predecessor treasury stock held at cost.

(13)Changes in the Successor’s Class A common stock include the following:


Issuance of successor Class A common stock to prepetition noteholders, incremental to rights offering (par value)	193
Successor Class A common stock issued to cash opt-out noteholders in the rights offering (par value)	7
Net change in Successor Class A common stock	200

(14)Changes in Successor additional paid-in capital include the following:


Additional paid-in capital (Successor Class A common stock)	869,311
Additional paid-in capital (rights offering shares)	33,175
Net change in Successor additional paid-in capital	902,486

(15)Changes to retained earnings (deficit) include the following:


Gain on settlement of liabilities subject to compromise	667,258
Accrual for transfer tax	(1,900)
Extinguishment of RSUs for Predecessor incentive plan	(988)
Adjustment to net deferred tax liability taken to tax expense	(3,100)
Professional fees earned and payable as a result of consummation of the Plan of Reorganization	(8,449)
Write-off of deferred financing costs related to the Delayed-Draw Term Loan	(12,000)
Extinguishment of Predecessor equity (par value, APIC, and treasury stock)	2,754,538
Net change in retained earnings (deficit)	3,395,359

Fresh Start Adjustments (in thousands)

(16)Changes of $170 in income tax receivable reflects the decrease to current deferred tax assets due to the adoption of fresh start accounting.

(17)Changes in inventory and other current assets included the following:


Fair value adjustment to inventory - North America Segment	1,097
Fair value adjustment to inventory - Global Segment	12,137
Adjustment to Predecessor decommissioning balances due to the adoption of fresh start accounting	(3,498)
Fair value adjustment to other current assets	(1,310)
Net change in inventory and other current assets due to the adoption of fresh start accounting	8,426

(18)Changes of $2.1 million in assets held for sale reflect a fair value adjustment to real property.

(19)Changes of $125.1 million to property, plant and equipment reflect the fair value adjustment.


	Successor Fair Value	Predecessor Book Value
Land, Buildings, and Associated Improvements	150,089	281,989
Machinery and Equipment	374,643	1,605,074
Rental Services Equipment	92,861	617,762
Other Depreciable or Depletable Assets	35,762	49,242
Construction in Progress	4,912	4,912
	658,267	2,558,979
Less: Accumulated Depreciation and Depletion	-	(2,025,832)
Property, Plant and Equipment, net	658,267	533,147

(20)Reflects $1.8 million due to the fair value adjustment increasing operating lease right-of-use assets.

(21)Changes of $138.9 million to goodwill reflect the derecognition of the Predecessor’s goodwill due to the adoption of fresh start accounting.

(22)The fair value changes of $0.2 million to intangibles assets are reflected in the table below:


	Successor Fair Value	Predecessor Net Book Value
Customer Relationships	-	4,455
Trade Names	4,898	2,268
Patents	2,120	447
Intangible Assets, Net	7,018	7,170

Reduction of other long-term assets was due to the adoption of fresh start accounting and include $19.3 million in decommissioning liabilities related to Predecessor long-term assets fair valued and presented in the Successor’s property, plant, and equipment.

(23)Changes of $2.0 million to accrued expenses reflect the fair value adjustment increasing the current portion of operating lease liabilities.

(24)Reflects the $3.4 million fair value adjustment decreasing the current portion of decommissioning liabilities.

(25)Reflects the $33.8 million fair value adjustment increasing the non-current portion of decommissioning liabilities.

(26)Reflects the $0.4 million fair value adjustment decreasing the non-current portion of operating lease liabilities.

(27)Reflects the $70.4 million increase of deferred tax liabilities netted against an $18.8 million increase in realizable deferred tax assets due to the adoption of fresh start accounting.

(28)Changes of $45.8 million in other long-term liabilities reflects the reclassification of amounts associated with the Predecessor’s decommissioning liability balances that were fair valued and presented in the Successor’s decommissioning liabilities, as well as an increase in FIN48 liabilities of $1.5 million.

(29) Changes to accumulated other comprehensive loss reflect the elimination of Predecessor currency translation adjustment balances

due to the adoption of fresh start accounting on Predecessor currency translation adjustment balances.

(30)Changes reflect the cumulative impact of fresh start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated other comprehensive loss and the Predecessor’s accumulated deficit.



Fresh start valuation adjustments	(77,376)
Adjustment to net deferred tax liability taken to tax expense	(53,251)
Net impact to accumulated other comprehensive loss and accumulated deficit	(130,627)

Reorganization



		Predecessor
		For the Period January 1, 2021 through February 2, 2021
Gain on settlement of liabilities subject to compromise	$	667,258
Allowed claim adjustment for Class 6 claims		(232,022)
Fresh Start valuation adjustments		(77,376)
Professional fees		(16,005)
Predecessor lease liabilities rejected per the Plan		13,347
Write off of deferred financing costs related to the Delayed-Draw Term Loan		(12,000)
Lease rejection damages		(4,956)
Extinguishment of RSU's for the Predecessor's incentive plan		(988)
Other items		(1,698)
Total reorganization items, net	$	335,560