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Nuverra Announces Fourth-Quarter, Full-Year 2015 Results

March 11, 20164:04 PM PR Newswire

SCOTTSDALE, Ariz., March 11, 2016 /PRNewswire/ — Nuverra Environmental Solutions, Inc. (OTCQB: NESC) (“Nuverra” or the “Company”) today announced financial and operating results for the fourth quarter and full year ended December 31, 2015.

Nuverra Environmental Solutions, Inc. logo

Summary of Financial Results

  • Fourth-quarter revenue from continuing operations was $68.6 million, a decrease of approximately 10% sequentially from the third quarter and approximately 52% compared with $141.8 million in the fourth quarter of 2014. Revenue for 2015 was $356.7 million, down approximately 34% when compared with $536.3 million in 2014.
  • Loss from continuing operations for the fourth quarter was $34.4 million, or a loss of $1.24 per diluted share. Excluding special items, loss from continuing operations for the fourth quarter was $21.8 million, or a loss of $0.79 per diluted share. Full-year loss from continuing operations was $195.2 million, or a loss of $7.05 per diluted share. Excluding special items, loss from continuing operations for the year was $73.8 million, or a loss of $2.67 per diluted share.
  • Adjusted EBITDA from continuing operations for the fourth quarter was $8.2 million, up approximately 31% sequentially from the third quarter, and down approximately 68% when compared to adjusted EBITDA from continuing operations of $25.4 million in the fourth quarter of 2014. Fourth-quarter adjusted EBITDA margin was 12.0%, compared sequentially with 8.2% in the third quarter and 17.9% in the fourth quarter of 2014. Full-year 2015 adjusted EBITDA from continuing operations was $45.9 million with a margin of 12.9%, compared with $95.2 million and a margin of 17.8% in 2014.
  • The Company generated $43.4 million in free cash flow in 2015; $39.3 million cash on hand at December 31, 2015.
  • Company separately announced today it has entered into a Restructuring Support Agreement with majority holders of its Senior Notes Due 2018 to improve liquidity and defer cash interest expense.

Mark. D. Johnsrud, Chairman of the Board and Chief Executive Officer, commented, “The fourth quarter remained challenging, with further reductions in activity levels, pricing headwinds and an extended holiday slowdown in overall customer activities. Looking ahead, we expect the operating environment will remain difficult. Customers are significantly reducing capital spending from 2015 levels and are intent on controlling costs through efficient well designs and technology programs. We remain focused on cost management, operational efficiency and free cash flow, while also being responsive to changes in market conditions.”

In a separate press release issued today, the Company announced it has entered into a Restructuring Support Agreement with majority holders of its Senior Notes Due 2018 to restructure the Company’s debt. That press release can be found at www.nuverra.com.

Mr. Johnsrud commented, “With the continued support of our bank group and noteholders, we are working together to create a solution for the Company’s financing needs, that if successfully completed, will improve liquidity, defer cash interest expense and preserve potential value for our shareholders.” 

FOURTH-QUARTER 2015 RESULTS

Fourth-quarter 2015 revenue from continuing operations was $68.6 million, a sequential decrease of $7.9 million, or 10%, when compared with $76.5 million in the third quarter, and a decrease of $73.1 million, or 52%, when compared with revenue from continuing operations of $141.8 million in the fourth quarter of 2014.  The decreases were primarily related to further reductions in overall customer drilling and completion activities and pricing pressures, as well as the impact of an extended holiday slowdown in November and December. These factors impacted all operating divisions, driving lower revenue for fluid and solid logistics services, disposal and rental services, offset slightly by an increase in revenue related to Haynesville water midstream services, when compared with the fourth quarter of 2014.

The Company realized significant reductions in total costs and expenses throughout 2015, driven by two primary factors:  the overall decline in market activities driving down variable costs and actions taken by the Company to proactively reduce costs and expenses.  Fourth-quarter total costs and expenses, adjusted for special items, were $78.5 million, a 43% decrease compared with the fourth quarter of 2014. Reductions included approximately $23.8 million in lower variable payroll and related expenses, approximately $8.8 million in fuel reductions, and approximately $4.0 million in lower depreciation and amortization expense, with the balance due to reductions in all other direct operating costs. For the full year, total costs and expenses adjusted for special items were $381.9 million, a reduction of $145.9 million, or nearly 28%, compared with 2014.

Excluding special items, fourth-quarter loss from continuing operations was $21.8 million, or a loss of $0.79 per diluted share, compared with loss from continuing operations of $9.6 million, or a loss of $0.35 per diluted share in the fourth quarter of 2014. Reported fourth-quarter loss from continuing operations was $34.4 million, or a loss of $1.24 per share, compared with a loss from continuing operations of $321.1 million, or a loss of $11.84 per share in the fourth quarter of 2014. Special items for the fourth quarter primarily consisted of approximately $9.9 million in restructuring and other exit-related costs and approximately $1.1 million related to the write off of a portion of unamortized deferred financing costs associated with the Company’s amended asset-based revolving credit facility. Special items affecting 2014 fourth-quarter results primarily consisted of non-cash impairment charges of $203.3 million for goodwill and $112.4 million for long-lived assets.

Adjusted EBITDA from continuing operations for the fourth quarter was $8.2 million, an increase of $2.0 million, or 31%, sequentially from $6.2 million in the third-quarter. Fourth-quarter adjusted EBITDA margin was 12.0%, compared with a margin of 8.2% in the third quarter. The improvement was primarily due to decreased insurance and compensation costs, and lower bad debt expense. On a year-over-year comparison, adjusted EBITDA from continuing operations was down 68% compared with the fourth quarter of 2014.

2015 FULL-YEAR RESULTS

Revenue for the full year was $356.7 million, or a decline of 34%, when compared with $536.3 million in 2014. The decrease was largely driven by the continuous slowing throughout the year in customer drilling and completion activities in all operating basins, coupled with service pricing pressures and the extended holiday slowdown that impacted the fourth quarter.

Excluding special items, 2015 loss from continuing operations was $73.8 million, or a loss of $2.67 per diluted share, compared with a loss from continuing operations of $40.7 million, or a loss of $1.56 per diluted share, for the same period in 2014. Reported loss from continuing operations for the year was $195.2 million, or a loss of $7.05 per diluted share, compared with a loss of $457.2 million, or a loss of $17.52 per diluted share in 2014.  Special items for the full year primarily consisted of non-cash charges of $104.7 million for goodwill impairment, approximately $11.1 million in restructuring and other exit-related costs, and approximately $2.1 million related to the write off of a portion of unamortized deferred financing costs associated with the amended asset-based revolving credit facility. Special items in 2014 primarily consisted of non-cash impairment charges of $304.0 million for goodwill and $112.4 million for long-lived assets.

2015 adjusted EBITDA from continuing operations was $45.9 million, with a margin of 12.9%, compared with $95.2 million, with a margin of 17.8%, in 2014. The year-over-year decline was related primarily to the effects of significantly lower customer drilling and completion activities coupled with continuous service pricing pressures, which drove lower revenue, offset in part by reductions in total costs and expenses.

CASH & LIQUIDITY

Net cash provided by operating activities from continuing operations through December 31, 2015 was $49.8 million, with net cash capital expenditures from continuing operations of $6.5 million for the year. The Company generated $43.4 million in free cash flow for the year, compared with a use of cash of $28.2 million in 2014.

At December 31, 2015, total debt outstanding, excluding $0.4 million in premiums and discounts, was $520.2 million, consisting of $400 million of 2018 Notes, $101.8 million outstanding under the asset-backed revolving credit facility, and $18.8 million in capital leases and notes payable.

The Company made principal payments on the revolving credit facility totaling $20.0 million during January and February 2016, following the periodic appraisal of the borrowing base, resulting in $81.8 million principal outstanding as of February 29, 2016. The Company had $20.7 million cash on hand and $0.7 million of net availability remaining under the facility as of February 29, 2016.

The Company further disclosed that its audited consolidated financial statements for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K, which was filed today with the Securities and Exchange Commission, contained an explanatory paragraph regarding its ability to continue as a going concern from its independent registered public accounting firm. On March 10, 2016, lenders under the revolving credit facility amended certain terms of the facility and consented to the inclusion of a going concern qualification or exception in the Company’s 2015 audited financials. The Company remains current with all payment obligations due on its outstanding debt.

DIVISION RESULTS OVERVIEW

Three Months Ended December 31, 2015

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$              37,685

$   17,586

$  13,361

$          –

$   68,632

Operating loss

(4,634)

(2,400)

(9,499)

(4,916)

(21,449)

Operating Margin %

(12.3%)

(13.6%)

(71.1%)

NA

(31.3%)

Adjusted EBITDA

8,520

2,484

1,282

(4,077)

8,209

Adjusted EBITDA Margin %

22.6%

14.1%

9.6%

NA

12.0%

Three Months Ended December 31, 2014

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$              87,789

$   28,159

$  25,815

$          –

$ 141,763

Operating loss

(302,678)

(1,219)

(3,166)

(2,803)

(309,866)

Operating Margin %

(344.8%)

(4.3%)

(12.3%)

NA

(218.6%)

Adjusted EBITDA

25,781

2,859

1,526

(4,773)

25,393

Adjusted EBITDA Margin %

29.4%

10.2%

5.9%

NA

17.9%

Year Ended December 31, 2015

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$             196,021

$   92,135

$  68,543

$          –

$ 356,699

Operating loss

(97,781)

(3,624)

(19,422)

(24,012)

(144,839)

Operating Margin %

(49.9%)

(3.9%)

(28.3%)

NA

(40.6%)

Adjusted EBITDA

46,080

13,536

6,265

(19,957)

45,924

Adjusted EBITDA Margin %

23.5%

14.7%

9.1%

NA

12.9%

Year Ended December 31, 2014

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$             334,770

$   95,577

$ 105,935

$          –

$ 536,282

Operating loss

(269,813)

(42,447)

(80,491)

(24,903)

(417,654)

Operating Margin %

(80.6%)

(44.4%)

(76.0%)

NA

(77.9%)

Adjusted EBITDA

97,948

10,436

7,726

(20,895)

95,215

Adjusted EBITDA Margin %

29.3%

10.9%

7.3%

NA

17.8%

 

Rocky Mountain Division (Bakken)

Rocky Mountain Division revenue for the fourth quarter was $37.7 million, a decrease of 8.8% compared sequentially with third-quarter revenue of $41.3 million, and a decrease of 57.1% on a year-over-year comparison with revenue of $87.8 million the fourth quarter of 2014.  For the full year, Rocky Mountain Division revenue was $196.0 million, a decrease of 41.4%, compared with revenue of $334.8 million in 2014. Quarterly and year-over-year declines were related primarily to significant reductions in customer drilling and completion activities and the effect of continued pricing pressures, in addition to the impact of an extended holiday slowdown in November and December.

Fourth-quarter adjusted EBITDA from continuing operations for the Rocky Mountain Division was $8.5 million, with an adjusted EBITDA margin of 22.6%, compared with $25.8 million and a 29.4% adjusted EBITDA margin in the fourth quarter of 2014. On a sequential comparison, fourth-quarter adjusted EBITDA from continuing operations was up $78,000 when compared with third-quarter adjusted EBITDA from continuing operations of $8.4 million, with an adjusted EBITDA margin of 20.4%. The improvement was driven by overall cost and expense reductions coupled with proactive cost-management activities. For the full year, adjusted EBITDA from continuing operations for the Rocky Mountain division was $46.1 million, with an adjusted EBITDA margin of 23.5%, compared with adjusted EBITDA from continuing operations of $97.9 million, with an adjusted EBITDA margin of 29.3%, in 2014.

Northeast Division (Marcellus, Utica)

Northeast Division revenue for the fourth quarter was $17.6 million, a decrease of 11.3%, compared sequentially with third-quarter revenue of $19.8 million, and a decrease of 37.5% on a year-over-year comparison with revenue of $28.2 million in the fourth quarter of 2014.  For the full year, Northeast Division revenue was $92.1 million, a decrease of 3.6%, compared with revenue of $95.6 million in 2014. The quarterly decline was primarily driven by further reductions in customer drilling and completion activities and continued pricing pressure, as well as the extended holiday slowdown. For the full year, first-half revenue increases from the addition of new customers in the Northeast Division were offset by a slowing of customer drilling and completion activities in the second half of the year.

Fourth-quarter adjusted EBITDA from continuing operations for the Northeast Division was $2.5 million, with an adjusted EBITDA margin of 14.1%, compared with $2.9 million and a 10.2% adjusted EBITDA margin in the fourth quarter of 2014. Despite the overall decline in annual revenue, the Northeast Division achieved a $3.1 million increase in year-over-year adjusted EBITDA from continuing operations, primarily as a result of higher revenue in the first half of the year coupled with lower total costs and expenses for the full year. Adjusted EBITDA from continuing operations for 2015 in this division was $13.5 million, with an adjusted EBITDA margin of 14.7%, compared with adjusted EBITDA from continuing operations of $10.4 million, and an adjusted EBITDA margin of 10.9% in 2014.

Southern Division (Haynesville, Eagle Ford, Permian)

Southern Division revenue for the fourth quarter was $13.4 million, a decrease of 13.1%, compared sequentially with third-quarter revenue of $15.4 million, and a decrease of 48.2% on a year-over-year comparison with revenue of $25.8 million in the fourth quarter of 2014.  For the full year, Southern Division revenue was $68.5 million, a decrease of 35.3%, compared with revenue of $105.9 million in 2014. Quarterly and yearly declines were primarily driven by further reductions in customer drilling and completion activities that impacted water logistics, disposal, and rental equipment services; ongoing pricing pressure; and the extended holiday slowdown in the fourth quarter. These decreases were offset in part by increases in revenue from the Haynesville pipeline compared with the fourth quarter and full-year 2014.

Fourth-quarter adjusted EBITDA from continuing operations for the Southern Division was $1.3 million, with an adjusted EBITDA margin of 9.6%, compared with adjusted EBITDA from continuing operations of $1.5 million and a 5.9% adjusted EBITDA margin in the fourth quarter of 2014. For the full year, adjusted EBITDA from continuing operations for the Southern Division was $6.3 million, with an adjusted EBITDA margin of 9.1%, compared with adjusted EBITDA from continuing operations of $7.7 million and an adjusted EBITDA margin of 7.3% in 2014. The year-over-year adjusted EBITDA margin improvement of 180 basis points was driven by overall cost and expense reductions coupled with proactive cost-management activities.

About Nuverra

Nuverra Environmental Solutions, Inc. is among the largest companies in the United States dedicated to providing comprehensive, full-cycle environmental solutions to customers in the energy market. Nuverra focuses on the delivery, collection, treatment, recycling, and disposal of restricted solids, water, wastewater, waste fluids and hydrocarbons that are part of the drilling, completion and ongoing production of shale oil and natural gas. 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 on the Company’s website, http://www.nuverra.com, and in documents filed with the U.S. Securities and Exchange Commission (SEC) at http://www.sec.gov.

Forward-Looking Statements

The information contained herein includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include forecasts of growth, revenues, business activity, pricing, adjusted EBITDA, pipeline and solids treatment initiatives, and landfill and treatment facility activities, as well as statements regarding possible acquisitions, divestitures, financings, restructurings, business growth and expansion opportunities, liquidity, availability of capital, ability to access capital markets, cost-management initiatives, expected outcome of litigation and other statements that are not historical facts.  Actual results may differ materially from results expressed or implied by these forward-looking statements. All forward-looking statements involve risks and uncertainties, including, difficulties encountered in restructuring our debt; uncertainties in evaluating long-lived assets for potential impairment; potential impact of litigation; risks of successfully consummating expected transactions within the timeframes or on the terms contemplated; uncertainty relating to successful negotiation, execution and consummation of all necessary definitive agreements in connection with our strategic initiatives; whether certain markets grow as anticipated; pricing pressures; risks associated with our indebtedness; current and projected future uncertainties in commodities markets, including low oil and/or natural gas prices; changes in customer drilling and completion activities and capital expenditure plans; shifts in production in shale areas where we operate and/or shale areas where we currently do not have operations; control of costs and expenses, including uncertainty regarding the ability to successfully implement cost-management initiatives; liquidity and access to capital; compliance with the terms of agreements governing our indebtedness; and the competitive and regulatory environment. Additional risks and uncertainties are disclosed from time to time in the Company’s filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Liz Merritt, VP-Investor Relations & Communications
480-878-7452
ir@nuverra.com

— Tables to Follow –

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS

 (In thousands, except per share amounts)

Three Months Ended

Year Ended

December 31,

December 31,

2015

2014

2015

2014

(Unaudited)

Revenue:

Non-rental revenue

$  64,115

$  123,801

$  327,655

$  463,418

Rental revenue

4,517

17,962

29,044

72,864

  Total revenue

68,632

141,763

356,699

536,282

Costs and expenses:

Direct operating expenses

57,826

103,333

279,881

392,458

General and administrative expenses

8,225

10,587

39,327

59,187

Depreciation and amortization

18,046

22,014

70,511

85,880

Impairment of long-lived assets

–

112,436

–

112,436

Impairment of goodwill

–

203,259

104,721

303,975

Other, net

5,984

–

7,098

–

  Total costs and expenses

90,081

451,629

501,538

953,936

Operating loss

(21,449)

(309,866)

(144,839)

(417,654)

Interest expense, net

(12,057)

(12,942)

(49,194)

(50,917)

Other income, net

151

1,734

894

2,107

Loss on extinguishment of debt

(1,134)

–

(2,145)

(3,177)

  Loss from continuing operations before income taxes

(34,489)

(321,074)

(195,284)

(469,641)

Income tax benefit (expense)

77

(50)

117

12,463

  Loss from continuing operations

(34,412)

(321,124)

(195,167)

(457,178)

Income (loss) from discontinued operations, net of income taxes

531

(14,770)

(287)

(58,426)

  Net loss attributable to common stockholders

$(33,881)

$(335,894)

$(195,454)

$(515,604)

Net loss per common share attributable to common stockholders:

Basic and diluted loss from continuing operations

$    (1.24)

$    (11.84)

$     (7.05)

$    (17.52)

Basic and diluted income (loss) from discontinued operations

0.02

(0.54)

(0.01)

(2.24)

Net loss per basic and diluted share

$    (1.22)

$    (12.38)

$     (7.06)

$    (19.76)

Weighted average shares outstanding used in computing net loss per basic and diluted common share

27,821

27,122

27,681

26,090

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS

 (In thousands)

December 31,

December 31,

2015

2014

Assets

Cash and cash equivalents

$          39,309

$          13,367

Restricted cash

4,250

114

Accounts receivable, net 

42,188

108,813

Inventories

2,985

4,413

Prepaid expenses and other receivables

3,377

4,147

Deferred income taxes

–

3,179

Other current assets

208

173

Current assets held for sale

–

20,466

Total current assets

92,317

154,672

Property, plant and equipment, net 

406,188

475,982

Equity investments

3,750

3,814

Intangibles, net

16,867

19,757

Goodwill

–

104,721

Other assets

12,205

17,688

Long-term assets held for sale

–

94,938

Total assets

$        531,327

$        871,572

Liabilities and Equity

Accounts payable

$            6,907

$          18,859

Accrued liabilities

29,843

43,395

Current portion of contingent consideration

8,628

9,274

Current portion of long-term debt

508,417

4,863

Financing obligation to acquire non-controlling interest

–

11,000

Current liabilities of discontinued operations

–

8,802

Total current liabilities

553,795

96,193

Deferred income taxes

270

3,448

Long-term portion of debt

11,758

592,455

Long-term portion of contingent consideration

–

550

Other long-term liabilities

3,775

3,874

Long-term liabilities of discontinued operations

–

22,105

Total liabilities

569,598

718,625

Commitments and contingencies

Preferred stock

–

–

Common stock

30

29

Additional paid-in capital

1,369,921

1,365,537

Treasury stock

(19,800)

(19,651)

Accumulated deficit

(1,388,422)

(1,192,968)

Total equity of Nuverra Environmental Solutions, Inc.

(38,271)

152,947

Total liabilities and equity

$        531,327

$        871,572

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (In thousands)

Year Ended December 31,

2015

2014

Cash flows from operating activities:

Net loss

$(195,454)

$(515,604)

Adjustments to reconcile net loss to net cash provided by operating activities:

(Income) loss from discontinued operations, net of income taxes

(906)

58,426

Loss on the sale of TFI

1,534

–

Depreciation and amortization of intangible assets

70,511

85,880

Amortization of deferred financing costs and debt discounts, net

4,800

4,188

Stock-based compensation

2,321

2,971

Gain on disposal of property, plant and equipment 

(321)

(4,773)

Impairment of long-lived assets

5,921

112,436

Impairment of goodwill

104,721

303,975

Bad debt expense

(1,110)

3,833

Loss on extinguishment of debt

2,145

3,177

Deferred income taxes

(1)

(12,641)

Other, net

(456)

176

Changes in operating assets and liabilities:

Accounts receivable

67,735

(25,560)

Prepaid expenses and other receivables

543

6,310

Accounts payable and accrued liabilities

(17,059)

(4,213)

Other assets and liabilities, net

4,903

(1,205)

Net cash provided by operating activities from continuing operations

49,827

17,376

Net cash (used in) provided by operating activities from discontinued operations

(708)

3,966

Net cash provided by operating activities

49,119

21,342

Cash flows from investing activities:

  Proceeds from the sale of TFI

78,897

–

  Proceeds from the sale of property, plant and equipment

12,732

10,192

  Purchases of property, plant and equipment

(19,201)

(55,731)

  Change in restricted cash

(4,250)

–

Net cash provided by (used in) investing activities from continuing operations

68,178

(45,539)

Net cash used in investing activities from discontinued operations

(181)

(2,451)

Net cash provided by (used in) investing activities

67,997

(47,990)

Cash flows from financing activities:

  Proceeds from revolving credit facility 

–

107,725

  Payments on revolving credit facility

(81,647)

(67,500)

  Payments for deferred financing costs

(225)

(1,030)

  Payments on vehicle financing and other financing activities

(11,246)

(6,448)

Net cash (used in) provided by financing activities of continuing operations

(93,118)

32,747

Net cash (used in) provided by financing activities of discontinued operations

(105)

105

Net cash (used in) provided by financing activities

(93,223)

32,852

Net increase in cash and cash equivalents

23,893

6,204

Cash and cash equivalents – beginning of period

15,416

9,212

Cash and cash equivalents – end of period

39,309

15,416

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

–

2,049

Cash and cash equivalents of continuing operations – end of period

$    39,309

$    13,367

 

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), adjusted net income (loss) per share, and operating working capital, 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

Reconciliation of Loss from Continuing Operations to EBITDA, Adjusted EBITDA from Continuing Operations and Total Adjusted EBITDA:

Three Months Ended December 31,

Year Ended December 31,

2015

2014

2015

2014

Loss from continuing operations

$(34,412)

$(321,124)

$(195,167)

$ (457,178)

Depreciation and amortization

18,046

22,014

70,511

85,880

Interest expense, net

12,057

12,942

49,194

50,917

Income tax (benefit) expense

(77)

50

(117)

(12,463)

EBITDA

(4,386)

(286,118)

(75,579)

(332,844)

Adjustments:

Transaction-related costs, including earnout adjustments, net

(143)

(1,274)

(288)

(761)

Stock-based compensation

463

666

2,321

2,971

Legal and environmental costs, net

389

(3,555)

1,389

 [A] 

8,757

Impairment of long-lived assets

–

112,436

–

112,436

Impairment of goodwill

–

203,259

104,721

303,975

Restructuring, exit and other costs

9,875

–

11,536

205

Loss on extinguishment of debt

1,134

–

2,145

3,177

Integration, severance and rebranding costs

–

–

–

2,072

Loss (gain) on disposal of assets

877

(21)

(321)

(4,773)

Adjusted EBITDA from continuing operations

8,209

25,393

45,924

95,215

Adjusted EBITDA from discontinued operations

–

2,626

1,197

12,114

Total Adjusted EBITDA

$  8,209

$  28,019

$  47,121

$ 107,329

 [A] Legal and environmental costs, net include $0.5 million of certain litigation related fees that were not included as adjustments in prior quarters. 

Reconciliation of Income (Loss) from Discontinued Operations to EBITDA from Discontinued Operations and Adjusted EBITDA from Discontinued Operations:

Three Months Ended December 31,

 Year Ended December 31, 

2015

2014

2015

2014

Income (loss) from discontinued operations

$      531

$  (14,770)

$      (287)

$   (58,426)

Income tax benefit

(341)

(11,168)

(76)

(9,832)

EBITDA from discontinued operations

190

(25,938)

(363)

(68,258)

Adjustments:

Transaction-related costs

–

(336)

26

5,401

Legal and environmental costs

–

–

–

733

Impairment of long-lived assets

–

26,363

–

26,363

Impairment of goodwill

–

2,537

–

48,000

(Gain) loss on disposal of assets

(190)

–

1,534

(125)

Adjusted EBITDA from discontinued operations

$        –

$    2,626

$    1,197

$   12,114

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

NON-GAAP RECONCILIATIONS (continued)

 (In thousands)

(Unaudited)

Reconciliation of QTD Segment Performance to Adjusted EBITDA

Three Months Ended December 31, 2015

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$              37,685

$   17,586

$  13,361

$          –

$    68,632

Direct operating expenses

31,744

14,458

11,624

–

57,826

General and administrative expenses

1,623

890

891

4,821

8,225

Depreciation and amortization

8,952

4,639

4,360

95

18,046

Operating loss

(4,634)

(2,400)

(9,499)

(4,916)

(21,449)

Operating margin %

(12.3%)

(13.6%)

(71.1%)

NA

(31.3%)

Loss from continuing operations before income taxes

(4,723)

(2,472)

(9,489)

(17,805)

(34,489)

Loss from continuing operations

(4,723)

(2,472)

(9,489)

(17,728)

(34,412)

Depreciation and amortization

8,952

4,639

4,360

95

18,046

Interest expense, net

99

150

53

11,755

12,057

Income tax benefit

–

–

–

(77)

(77)

EBITDA

$                4,328

$     2,317

$  (5,076)

$    (5,955)

$    (4,386)

Adjustments, net

4,192

167

6,358

1,878

12,595

Adjusted EBITDA from continuing operations

$                8,520

$     2,484

$   1,282

$    (4,077)

$     8,209

Adjusted EBITDA margin %

22.6%

14.1%

9.6%

NA

12.0%

Three Months Ended December 31, 2014

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$              87,789

$   28,159

$  25,815

$          –

$  141,763

Direct operating expenses

58,822

23,344

21,167

–

103,333

General and administrative expenses

3,237

2,082

2,636

2,632

10,587

Depreciation and amortization

12,713

3,952

5,178

171

22,014

Operating loss

(302,678)

(1,219)

(3,166)

(2,803)

(309,866)

Operating margin %

(344.8%)

(4.3%)

(12.3%)

NA

(218.6%)

Loss from continuing operations before income taxes

(302,761)

(722)

(2,425)

(15,166)

(321,074)

Loss from continuing operations

(302,761)

(722)

(2,425)

(15,216)

(321,124)

Depreciation and amortization

12,713

3,952

5,178

171

22,014

Interest expense, net

117

383

79

12,363

12,942

Income tax expense

–

–

–

50

50

EBITDA

$           (289,931)

$     3,613

$   2,832

$    (2,632)

$(286,118)

Adjustments, net

315,712

(754)

(1,306)

(2,141)

311,511

Adjusted EBITDA from continuing operations

$              25,781

$     2,859

$   1,526

$    (4,773)

$    25,393

Adjusted EBITDA margin %

29.4%

10.2%

5.9%

NA

17.9%

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

NON-GAAP RECONCILIATIONS (continued)

 (In thousands)

(Unaudited)

Reconciliation of YTD Segment Performance to Adjusted EBITDA

Year Ended December 31, 2015

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$             196,021

$   92,135

$  68,543

$          –

$  356,699

Direct operating expenses

147,214

74,364

58,303

–

279,881

General and administrative expenses

6,824

4,606

4,891

23,006

39,327

Depreciation and amortization

35,043

16,667

18,188

613

70,511

Operating loss

(97,781)

(3,624)

(19,422)

(24,012)

(144,839)

Operating margin %

(49.9%)

(3.9%)

(28.3%)

NA

(40.6%)

Loss from continuing operations before income taxes

(97,632)

(4,228)

(19,526)

(73,898)

(195,284)

Loss from continuing operations

(97,632)

(4,228)

(19,526)

(73,781)

(195,167)

Depreciation and amortization

35,043

16,667

18,188

613

70,511

Interest expense, net

462

796

195

47,741

49,194

Income tax benefit

–

–

–

(117)

(117)

EBITDA

$             (62,127)

$   13,235

$   (1,143)

$  (25,544)

$  (75,579)

Adjustments, net

108,207

301

7,408

5,587

121,503

Adjusted EBITDA from continuing operations

$              46,080

$   13,536

$    6,265

$  (19,957)

$    45,924

Adjusted EBITDA margin %

23.5%

14.7%

9.1%

NA

12.9%

Year Ended December 31, 2014

Rocky Mountain

Northeast

Southern

Corporate

Total

Revenue

$             334,770

$   95,577

$ 105,935

$          –

$  536,282

Direct operating expenses

226,850

78,621

86,987

–

392,458

General and administrative expenses

10,791

9,929

14,233

24,234

59,187

Depreciation and amortization

51,247

15,643

18,321

669

85,880

Operating loss

(269,813)

(42,447)

(80,491)

(24,903)

(417,654)

Operating margin %

(80.6%)

(44.4%)

(76.0%)

NA

(77.9%)

Loss from continuing operations before income taxes

(269,954)

(40,608)

(82,440)

(76,639)

(469,641)

Loss from continuing operations

(269,954)

(40,608)

(82,440)

(64,176)

(457,178)

Depreciation and amortization

51,247

15,643

18,321

669

85,880

Interest expense, net

619

1,284

455

48,559

50,917

Income tax benefit

–

–

–

(12,463)

(12,463)

EBITDA

$           (218,088)

$  (23,681)

$ (63,664)

$  (27,411)

$(332,844)

Adjustments, net

316,036

34,117

71,390

6,516

428,059

Adjusted EBITDA from continuing operations

$              97,948

$   10,436

$    7,726

$  (20,895)

$    95,215

Adjusted EBITDA margin %

29.3%

10.9%

7.3%

NA

17.8%

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

 NON-GAAP RECONCILIATIONS (continued)

 (In thousands)

(Unaudited)

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

Three Months Ended December 31, 2015

As Reported

Special Items

As Adjusted

Revenue

$        68,632

$        –

$       68,632

Direct operating expenses

57,826

(4,876)

 [A] 

52,950

General and administrative expenses

8,225

(744)

 [B] 

7,481

Total costs and expenses

90,081

(11,604)

 [C] 

78,477

Operating loss

(21,449)

11,604

 [C] 

(9,845)

Loss from continuing operations

(34,412)

12,570

 [D] 

(21,842)

Basic and diluted loss from continuing operations

$          (1.24)

$         (0.79)

Loss from continuing operations

$       (34,412)

$      (21,842)

Depreciation and amortization

18,046

18,046

Interest expense, net

12,057

12,057

Income tax benefit

(77)

(52)

EBITDA and Adjusted EBITDA from continuing operations

$        (4,386)

$         8,209

Description of 2015 Special Items:

 [A] 

Special items include a loss on sale related to the disposal of certain transportation related assets and the write-off of pipeline related assets in connection with a contract termination

 [B] 

Primarily attributable to stock-based compensation, and non-routine litigation expenses

 [C] 

Primarily includes the aforementioned adjustments, and approximately $5.9 million associated with a long-lived asset impairment charge recorded in the Southern division as part of the Company’s restructuring plan.

 [D] 

Primarily includes the aforementioned adjustments along with a charge of $1.1 million in connection with a write-off of a portion of the unamortized deferred financing costs associated with our Amended Revolving Credit Facility.  The Company also recorded a net reduction related to a prior acquisition earnout reserve of $0.1 million in the three months ended December 31, 2015. Additionally, our effective tax rate for the three months ended December 31, 2015 was near zero percent and has been applied to the special items accordingly.

Three Months Ended December 31, 2014

As Reported

Special Items

As Adjusted

Revenue

$      141,763

$        –

$     141,763

Direct operating expenses

103,333

301

 [E] 

103,634

General and administrative expenses

10,587

2,160

 [F] 

12,747

Total costs and expenses

451,629

(313,234)

 [G] 

138,395

Operating (loss) income

(309,866)

313,234

 [G] 

3,368

Loss from continuing operations

(321,124)

311,511

 [H] 

(9,613)

Basic and diluted loss from continuing operations

$        (11.84)

$         (0.35)

Loss from continuing operations

$     (321,124)

$       (9,613)

Depreciation and amortization

22,014

22,014

Interest expense, net

12,942

12,942

Income tax expense

50

50

EBITDA and Adjusted EBITDA from continuing operations

$     (286,118)

$       25,393

Description of 2014 Special Items:

 [E] 

Special items include gain on sale related to the disposal of certain transportation assets, offset by a charge related to a contract settlement and environmental reserve adjustments primarily attributed to business in the Southern division.

 [F] 

Primarily attributable to litigation, stock-based compensation and integration and rebranding expenses. 

 [G] 

Primarily includes the aforementioned adjustments and $112.4 million of long-lived asset impairment charge related to the write-off of the Company’s customer relationship intangible asset attributable to business in the Rocky Mountain division and $203.3 million  of goodwill impairment charge attributable to business in the Rocky Mountain division for the three months ended December 31, 2014.

 [H] 

Includes $112.4 million of long-lived asset impairment charge related to the write-off of the Company’s customer relationship intangible asset attributable to business in the Rocky Mountain division and $203.3 million  of goodwill impairment charge attributable to business in the Rocky Mountain division for the three months ended December 31, 2014.  Additionally, the Company recorded a net reduction related to a prior acquisition earnout reserve of $1.7 million in the three months ended December 31, 2014. The Company’s effective tax rate for the three months ended December 31, 2014 was zero percent and has been applied to the special items accordingly.

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

NON-GAAP RECONCILIATIONS (continued)

 (In thousands)

(Unaudited)

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

Year Ended December 31, 2015

As Reported

Special Items

As Adjusted

Revenue

$      356,699

$        –

$     356,699

Direct operating expenses

279,881

(3,678)

 [A] 

276,203

General and administrative expenses

39,327

(4,149)

 [B] 

35,178

Total costs and expenses

501,538

(119,646)

 [C] 

381,892

Operating loss

(144,839)

119,646

 [C] 

(25,193)

Loss from continuing operations

(195,167)

121,381

 [D] 

(73,786)

Basic and diluted loss from continuing operations

$          (7.05)

$         (2.67)

Loss from continuing operations

$     (195,167)

$      (73,786)

Depreciation and amortization

70,511

70,511

Interest expense, net

49,194

49,194

Income tax (benefit) expense

(117)

5

EBITDA and Adjusted EBITDA from continuing operations

$       (75,579)

$       45,924

Description of 2015 Special Items:

 [A] 

Special items include a gain on sale related to the disposal of certain transportation related assets and the write-off of pipeline related assets in connection with a contract termination

 [B] 

Primarily attributable to stock-based compensation, non-routine litigation expenses and a gain related to the sale of assets.

 [C] 

Primarily includes the aforementioned adjustments, and a charge of approximately $7.1 million associated our restructuring initiative and other exit related costs from certain shale basins and approximately $104.7 million associated with a goodwill impairment charge recorded for the Rocky Mountain division.

 [D] 

Primarily includes the aforementioned adjustments, along with a charge of $2.1 million in connection with a write-off of a portion of the unamortized deferred financing costs associated with our ABL Facility and a net reduction related to a prior acquisition earnout reserve of $0.3 million. Additionally, our effective tax rate for the year ended December 31, 2015 was zero percent and has been applied to the special items accordingly.

Year Ended December 31, 2014

As Reported

Special Items

As Adjusted

Revenue

$      536,282

$        –

$     536,282

Direct operating expenses

392,458

1,930

 [E] 

394,388

General and administrative expenses

59,187

(11,708)

 [F] 

47,479

Total costs and expenses

953,936

(426,189)

 [G] 

527,747

Operating (loss) income

(417,654)

426,189

 [G] 

8,535

Loss from continuing operations

(457,178)

416,501

 [H] 

(40,677)

Basic and diluted loss from continuing operations

$        (17.52)

$         (1.56)

Loss from continuing operations

$     (457,178)

$      (40,677)

Depreciation and amortization

85,880

85,880

Interest expense, net

50,917

50,917

Income tax benefit

(12,463)

(905)

EBITDA and Adjusted EBITDA from continuing operations

$     (332,844)

$       95,215

Description of 2014 Special Items:

 [E] 

Special items include gain on sale related to the disposal of certain transportation assets, offset by a charge related to a contract settlement and environmental reserve adjustments primarily attributed to business in the Southern division.

 [F] 

Primarily attributable to litigation, stock-based compensation and integration and rebranding expenses. 

 [G] 

Primarily includes the aforementioned adjustments, and goodwill impairment charges totaling $203.3 million, $33.8 million and $66.9 million attributable to business in the Rocky Mountain, Northeast, and Southern division, respectively, for the full-year ended December 31, 2014. 

 [H] 

Includes goodwill impairment charges totaling $203.3 million, $33.8 million and $66.9 million attributable to business in the Rocky Mountain, Northeast, and Southern division, respectively, for the full-year ended December 31, 2014.  In March 2014, the Company wrote-off a portion of the unamortized deferred financing costs associated with its Amended Revolving Credit Facility of approximately $3.2 million.  Additionally, the Company recorded a net reduction related to a prior acquisition earnout reserve of $1.3 million for the full year ended December 31, 2014.  The Company’s effective tax rate for the year ended December 31, 2014 of 2.7% and has been applied to the special items accordingly.

 

NUVERRA ENVIRONMENTAL SOLUTIONS, INC. AND SUBSIDIARIES 

 NON-GAAP RECONCILIATIONS (continued)

 (In thousands)

(Unaudited)

Reconciliation of Free Cash Flow from Continuing Operations

Year Ended December 31,

2015

2014

Net cash provided by operating activities from continuing operations

$ 49,827

$  17,376

Less: net cash capital expenditures, [A]

(6,469)

(45,539)

Free Cash Flow

$ 43,358

$(28,163)

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

Logo – http://photos.prnewswire.com/prnh/20141008/150889

 

SOURCE Nuverra Environmental Solutions, Inc.

Bakken Permian Utica

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