Company Quick10K Filing
Pioneer Energy Services
Price0.26 EPS-1
Shares79 P/E-0
MCap21 P/FCF2
Net Debt447 EBIT-32
TEV468 TEV/EBIT-15
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-06-30 Filed 2020-08-19
10-Q 2020-03-31 Filed 2020-06-29
10-K 2019-12-31 Filed 2020-03-06
10-Q 2019-09-30 Filed 2019-10-31
10-Q 2019-06-30 Filed 2019-07-31
10-Q 2019-03-31 Filed 2019-05-02
10-K 2018-12-31 Filed 2019-02-19
10-Q 2018-09-30 Filed 2018-10-30
10-Q 2018-06-30 Filed 2018-07-31
10-Q 2018-03-31 Filed 2018-05-02
10-K 2017-12-31 Filed 2018-02-16
10-Q 2017-09-30 Filed 2017-11-02
10-Q 2017-06-30 Filed 2017-08-01
10-Q 2017-03-31 Filed 2017-05-02
10-K 2016-12-31 Filed 2017-02-17
10-Q 2016-09-30 Filed 2016-11-01
10-Q 2016-06-30 Filed 2016-07-28
10-Q 2016-03-31 Filed 2016-04-29
10-K 2015-12-31 Filed 2016-02-17
10-Q 2015-10-29 Filed 2015-10-29
10-Q 2015-06-30 Filed 2015-07-30
10-Q 2015-03-31 Filed 2015-04-30
10-K 2014-12-31 Filed 2015-02-17
10-Q 2014-09-30 Filed 2014-10-28
10-Q 2014-06-30 Filed 2014-07-31
10-Q 2014-03-31 Filed 2014-04-29
10-K 2013-12-31 Filed 2014-02-13
10-Q 2013-09-30 Filed 2013-10-30
10-Q 2013-06-30 Filed 2013-07-30
10-Q 2013-03-31 Filed 2013-04-30
10-K 2012-12-31 Filed 2013-02-13
10-Q 2012-09-30 Filed 2012-11-01
10-Q 2012-06-30 Filed 2012-08-07
10-Q 2012-03-31 Filed 2012-05-08
10-K 2011-12-31 Filed 2012-02-21
10-Q 2011-09-30 Filed 2011-11-03
10-Q 2011-06-30 Filed 2011-08-04
10-Q 2011-03-31 Filed 2011-05-05
10-K 2010-12-31 Filed 2011-02-17
10-Q 2010-09-30 Filed 2010-11-04
10-Q 2010-06-30 Filed 2010-08-05
10-Q 2010-03-31 Filed 2010-05-06
10-K 2009-12-31 Filed 2010-02-16
8-K 2020-08-07 Enter Agreement, Off-BS Arrangement, Exhibits
8-K 2020-07-31 Other Events
8-K 2020-07-17 Officers, Regulation FD, Exhibits
8-K 2020-05-29
8-K 2020-05-15
8-K 2020-05-11
8-K 2020-04-27
8-K 2020-04-01
8-K 2020-02-28
8-K 2019-10-31
8-K 2019-09-10
8-K 2019-08-14
8-K 2019-07-31
8-K 2019-07-02
8-K 2019-06-11
8-K 2019-05-16
8-K 2019-05-02
8-K 2019-02-27
8-K 2019-02-19
8-K 2019-01-09
8-K 2018-12-21
8-K 2018-12-05
8-K 2018-11-27
8-K 2018-11-19
8-K 2018-09-26
8-K 2018-08-28
8-K 2018-06-12
8-K 2018-05-22
8-K 2018-05-17
8-K 2018-05-15
8-K 2018-05-02
8-K 2018-03-27
8-K 2018-03-01
8-K 2018-02-16
8-K 2018-01-17

PES 10Q Quarterly Report

Part I. Financial Information
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit311-q22020.htm
EX-31.2 exhibit312-q22020.htm
EX-32.1 exhibit321-q22020.htm
EX-32.2 exhibit322-q22020.htm

Pioneer Energy Services Earnings 2020-06-30

Balance SheetIncome StatementCash Flow
1.51.20.90.60.30.02012201420172020
Assets, Equity
0.30.20.10.1-0.0-0.12012201420172020
Rev, G Profit, Net Income
0.10.10.0-0.0-0.1-0.12012201420172020
Ops, Inv, Fin

10-Q 1 form10-qxq22020.htm 10-Q Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________________________________ 
FORM 10-Q
______________________________________________ 
(Mark one)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2020
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-8182
PIONEER ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
____________________________________________ 
DELAWARE
 
74-2088619
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
1250 N.E. Loop 410, Suite 1000
San Antonio, Texas
 
78209
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (855) 884-0575
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
x
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No x
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  x    No  ¨
As of August 17, 2020, there were 1,138,185 shares of common stock, par value $0.001 per share, of the registrant outstanding.
 



TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 




PART I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
Successor
 
 
Predecessor
 
June 30, 2020
 
 
December 31, 2019
 
(unaudited)
 
 
(audited)
ASSETS
 
 
 
 
Cash and cash equivalents
$
15,161

 
 
$
24,619

Restricted cash
16,173

 
 
998

Receivables:
 
 
 
 
Trade, net of allowance for doubtful accounts
29,912

 
 
79,135

Unbilled receivables
6,318

 
 
12,590

Insurance recoveries
22,747

 
 
22,873

Other receivables
5,731

 
 
8,928

Inventory
13,056

 
 
22,453

Assets held for sale
7,292

 
 
3,447

Prepaid expenses and other current assets
5,649

 
 
7,869

Total current assets
122,039

 
 
182,912

 
 
 
 
 
Property and equipment, at cost
191,259

 
 
1,119,546

Less accumulated depreciation
5,019

 
 
648,376

Net property and equipment
186,240

 
 
471,170

Intangible assets, net of accumulated amortization
9,292

 
 

Deferred income taxes
9,139

 
 
11,540

Operating lease assets
5,040

 
 
7,264

Other noncurrent assets
12,050

 
 
1,068

Total assets
$
343,800

 
 
$
673,954

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Accounts payable
$
16,148

 
 
$
32,551

Deferred revenues
642

 
 
1,339

Accrued expenses:
 
 
 
 
Employee compensation and related costs
4,954

 
 
13,781

Insurance claims and settlements
22,747

 
 
22,873

Insurance premiums and deductibles
4,043

 
 
5,940

Interest
1,463

 
 
5,452

Other
15,939

 
 
9,645

Total current liabilities
65,936

 
 
91,581

 
 
 
 
 
Long-term debt, less unamortized discount and debt issuance costs
142,005

 
 
467,699

Noncurrent operating lease liabilities
4,098

 
 
5,700

Deferred income taxes
1,071

 
 
4,417

Other noncurrent liabilities
1,548

 
 
481

Total liabilities
214,658

 
 
569,878

Commitments and contingencies (Note 13)
 
 
 
 
Stockholders’ equity:
 
 
 
 
Predecessor common stock $.10 par value; 200,000,000 shares authorized; 79,202,216 shares outstanding at December 31, 2019

 
 
8,008

Successor common stock, $.001 par value; 25,000,000 shares authorized; 1,048,185 shares outstanding at June 30, 2020
1

 
 

Additional paid-in capital
138,958

 
 
553,210

Predecessor treasury stock, at cost; 877,047 shares at December 31, 2019

 
 
(5,090
)
Retained earnings (Accumulated deficit)
(9,817
)
 
 
(452,052
)
Total stockholders’ equity
129,142

 
 
104,076

Total liabilities and stockholders’ equity
$
343,800

 
 
$
673,954


See accompanying notes to condensed consolidated financial statements.
3



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
 
Successor
 
 
Predecessor
 
One Month Ended June 30, 2020
 
 
Two Months Ended May 31, 2020
 
Three Months Ended June 30, 2019
 
 
 
 
 
 
 
Revenues
$
11,163

 
 
$
28,048

 
$
152,843

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating costs
8,743

 
 
22,025

 
115,970

Depreciation and amortization
5,236

 
 
13,663

 
22,851

General and administrative
4,213

 
 
7,392

 
18,028

Pre-petition restructuring charges

 
 
(252
)
 

Impairment
388

 
 

 
332

Bad debt expense (recovery), net
(283
)
 
 
482

 
(348
)
Gain on dispositions of property and equipment, net
(460
)
 
 
(272
)
 
(1,126
)
Total costs and expenses
17,837

 
 
43,038

 
155,707

Loss from operations
(6,674
)
 
 
(14,990
)
 
(2,864
)
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
Interest expense, net of interest capitalized
(2,215
)
 
 
(4,135
)
 
(10,105
)
Reorganization items, net
(1,144
)
 
 
(15,240
)
 

Loss on extinguishment of debt

 
 
(3,723
)
 

Other income (expense), net
(230
)
 
 
2,212

 
349

Total other expense, net
(3,589
)
 
 
(20,886
)
 
(9,756
)
 
 
 
 
 
 
 
Loss before income taxes
(10,263
)
 
 
(35,876
)
 
(12,620
)
Income tax (expense) benefit
446

 
 
755

 
(324
)
Net loss
$
(9,817
)
 
 
$
(35,121
)
 
$
(12,944
)
 
 
 
 
 
 
 
Loss per common share - Basic
$
(9.37
)
 
 
$
(0.44
)
 
$
(0.17
)
 
 
 
 
 
 
 
Loss per common share - Diluted
$
(9.37
)
 
 
$
(0.44
)
 
$
(0.17
)
 
 
 
 
 
 
 
Weighted average number of shares outstanding—Basic
1,048

 
 
79,288

 
78,430

 
 
 
 
 
 
 
Weighted average number of shares outstanding—Diluted
1,048

 
 
79,288

 
78,430



See accompanying notes to condensed consolidated financial statements.
4



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
 
Successor
 
 
Predecessor
 
One Month Ended June 30, 2020
 
 
Five Months Ended May 31, 2020
 
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Revenues
$
11,163

 
 
$
142,370

 
$
299,411

 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
Operating costs
8,743

 
 
114,047

 
224,555

Depreciation and amortization
5,236

 
 
35,647

 
45,504

General and administrative
4,213

 
 
22,047

 
37,786

Pre-petition restructuring charges

 
 
16,822

 

Impairment
388

 
 
17,853

 
1,378

Bad debt expense (recovery), net
(283
)
 
 
1,209

 
(286
)
Gain on dispositions of property and equipment, net
(460
)
 
 
(989
)
 
(2,201
)
Total costs and expenses
17,837

 
 
206,636

 
306,736

Loss from operations
(6,674
)
 
 
(64,266
)
 
(7,325
)
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
Interest expense, net of interest capitalized
(2,215
)
 
 
(12,294
)
 
(19,990
)
Reorganization items, net
(1,144
)
 
 
(21,903
)
 

Loss on extinguishment of debt

 
 
(4,215
)
 

Other income (expense), net
(230
)
 
 
(3,333
)
 
1,033

Total other expense, net
(3,589
)
 
 
(41,745
)
 
(18,957
)
 
 
 
 
 
 
 
Loss before income taxes
(10,263
)
 
 
(106,011
)
 
(26,282
)
Income tax (expense) benefit
446

 
 
1,786

 
(1,777
)
Net loss
$
(9,817
)
 
 
$
(104,225
)
 
$
(28,059
)
 
 
 
 
 
 
 
Loss per common share - Basic
$
(9.37
)
 
 
$
(1.32
)
 
$
(0.36
)
 
 
 
 
 
 
 
Loss per common share - Diluted
$
(9.37
)
 
 
$
(1.32
)
 
$
(0.36
)
 
 
 
 
 
 
 
Weighted average number of shares outstanding—Basic
1,048

 
 
78,968

 
78,371

 
 
 
 
 
 
 
Weighted average number of shares outstanding—Diluted
1,048

 
 
78,968

 
78,371



See accompanying notes to condensed consolidated financial statements.
5



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands)

 
Shares
 
Amount
 
Additional Paid In Capital
 
Accumulated
Deficit
 
Total Stockholders’ Equity
Common
 
Treasury
Common
 
Treasury
Balance as of December 31, 2019 (Predecessor)
80,079

 
(877
)
 
$
8,008

 
$
(5,090
)
 
$
553,210

 
$
(452,052
)
 
$
104,076

Net loss

 

 

 

 

 
(69,104
)
 
(69,104
)
Purchase of treasury stock

 
(165
)
 

 
(7
)
 

 

 
(7
)
Equity awards vested or exercised
542

 

 
54

 

 
(54
)
 

 

Stock-based compensation expense

 

 

 

 
328

 

 
328

Balance as of March 31, 2020 (Predecessor)
80,621

 
(1,042
)
 
$
8,062

 
$
(5,097
)
 
$
553,484

 
$
(521,156
)
 
$
35,293

Net loss

 

 

 

 

 
(35,121
)
 
(35,121
)
Purchase of treasury stock

 
(100
)
 

 
(1
)
 

 

 
(1
)
Equity awards vested or exercised
363

 

 
36

 

 
(36
)
 

 

Equity awards vested in connection with the Plan
7,946

 

 
795

 

 
(795
)
 

 

Stock-based compensation expense

 

 

 

 
978

 

 
978

Balance as of May 31, 2020 (Predecessor)
88,930

 
(1,142
)
 
$
8,893

 
$
(5,098
)
 
$
553,631

 
$
(556,277
)
 
$
1,149

Cancellation of Predecessor equity
(88,930
)
 
1,142

 
(8,893
)
 
5,098

 
(553,631
)
 
556,277

 
(1,149
)
Balance as of May 31, 2020 (Predecessor)

 

 
$

 
$

 
$

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of June 1, 2020 (Successor)

 

 
$

 
$

 
$

 
$

 
$

Issuance of Successor common stock
1,050

 
(1
)
 
1

 

 
18,083

 

 
18,084

Equity component of Convertible Notes, net of offering costs

 

 

 

 
120,875

 

 
120,875

Net loss

 

 

 

 

 
(9,817
)
 
(9,817
)
Balance as of June 30, 2020 (Successor)
1,050

 
(1
)
 
$
1

 
$

 
$
138,958

 
$
(9,817
)
 
$
129,142



See accompanying notes to condensed consolidated financial statements.
6



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands)

 
Shares
 
Amount
 
Additional Paid In Capital
 
Accumulated
Deficit
 
Total Stockholders’ Equity
Common
 
Treasury
Common
 
Treasury
Balance as of December 31, 2018 (Predecessor)
79,004

 
(790
)
 
$
7,900

 
$
(4,965
)
 
$
550,548

 
$
(388,425
)
 
$
165,058

Net loss

 

 

 

 

 
(15,115
)
 
(15,115
)
Purchase of treasury stock

 
(84
)
 

 
(120
)
 

 

 
(120
)
Cumulative-effect adjustment due to adoption of ASC Topic 842

 

 

 

 

 
277

 
277

Equity awards vested or exercised
326

 

 
33

 

 
(33
)
 

 

Stock-based compensation expense

 

 

 

 
867

 

 
867

Balance as of March 31, 2019 (Predecessor)
79,330

 
(874
)
 
$
7,933

 
$
(5,085
)
 
$
551,382

 
$
(403,263
)
 
$
150,967

Net loss

 

 

 

 

 
(12,944
)
 
(12,944
)
Purchase of treasury stock

 
(3
)
 

 
(5
)
 

 

 
(5
)
Equity awards vested or exercised
667

 

 
67

 

 
(67
)
 

 

Stock-based compensation expense

 

 

 

 
327

 

 
327

Balance as of June 30, 2019 (Predecessor)
79,997

 
(877
)
 
$
8,000

 
$
(5,090
)
 
$
551,642

 
$
(416,207
)
 
$
138,345



See accompanying notes to condensed consolidated financial statements.
7



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
 
Successor
 
 
Predecessor
 
One Month Ended June 30, 2020
 
 
Five Months Ended May 31, 2020
 
Six Months Ended June 30, 2019
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
$
(9,817
)
 
 
$
(104,225
)
 
$
(28,059
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Depreciation and amortization
5,236

 
 
35,647

 
45,504

Allowance for doubtful accounts, net of recoveries
(283
)
 
 
1,209

 
(286
)
Gain on dispositions of property and equipment, net
(460
)
 
 
(989
)
 
(2,201
)
Reorganization items, net

 
 
18,713

 

Stock-based compensation expense

 
 
552

 
1,194

Phantom stock compensation expense

 
 

 
51

Amortization of debt issuance costs and discount
766

 
 
1,084

 
1,541

Loss on extinguishment of debt

 
 
4,215

 

Impairment
388

 
 
17,853

 
1,378

Deferred income taxes
(399
)
 
 
(546
)
 
1,225

Change in other noncurrent assets
(36
)
 
 
(800
)
 
1,476

Change in other noncurrent liabilities
355

 
 
1,524

 
(2,493
)
Changes in current assets and liabilities:
 
 
 
 
 
 
Receivables
7,395

 
 
44,041

 
(14,858
)
Inventory
240

 
 
1,441

 
(3,864
)
Prepaid expenses and other current assets
133

 
 
1,121

 
(108
)
Accounts payable
1,216

 
 
(15,174
)
 
10,697

Deferred revenues
522

 
 
(1,219
)
 
(302
)
Accrued expenses
(539
)
 
 
(6,692
)
 
(6,849
)
Net cash provided by (used in) operating activities
4,717

 
 
(2,245
)
 
4,046

 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
Purchases of property and equipment
(900
)
 
 
(10,848
)
 
(31,382
)
Proceeds from sale of property and equipment
752

 
 
1,665

 
3,439

Proceeds from insurance recoveries

 
 
22

 
588

Net cash used in investing activities
(148
)
 
 
(9,161
)
 
(27,355
)
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
Debt repayments

 
 
(175,000
)
 

Proceeds from debt issuance

 
 
195,187

 

Proceeds from DIP Facility

 
 
4,000

 

Repayment of DIP Facility

 
 
(4,000
)
 

Payments of debt issuance costs

 
 
(7,625
)
 

Purchase of treasury stock

 
 
(8
)
 
(125
)
Net cash provided by (used in) financing activities

 
 
12,554

 
(125
)
 
 
 
 
 
 
 
Net increase (decrease) in cash, cash equivalents and restricted cash
4,569

 
 
1,148

 
(23,434
)
Beginning cash, cash equivalents and restricted cash
26,765

 
 
25,617

 
54,564

Ending cash, cash equivalents and restricted cash
$
31,334

 
 
$
26,765

 
$
31,130

 
 
 
 
 
 
 
Supplementary disclosure:
 
 
 
 
 
 
Interest paid
$
9

 
 
$
8,105

 
$
18,832

Income tax paid
$
118

 
 
$
893

 
$
2,156

Reorganization items paid
$
784

 
 
$
14,947

 

Noncash investing and financing activity:
 
 
 
 
 
 
Change in capital expenditure accruals
$
(188
)
 
 
$
(1,924
)
 
$
(3,766
)

See accompanying notes to condensed consolidated financial statements.
8



PIONEER ENERGY SERVICES CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.    Organization and Summary of Significant Accounting Policies
Business
Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of oil and gas exploration and production companies in the United States and internationally in Colombia.
Our drilling services business segments provide contract land drilling services through three domestic divisions which are located in the Marcellus/Utica, Permian Basin and Eagle Ford, and Bakken regions, and internationally in Colombia. We provide a comprehensive service offering which includes the drilling rig, crews, supplies, and most of the ancillary equipment needed to operate our drilling rigs. Our fleet is 100% pad-capable and offers the latest advancements in pad drilling. The following table summarizes our current rig fleet count and composition for each drilling services business segment:
 
Multi-well, Pad-capable
 
AC rigs
 
SCR rigs
 
Total
Domestic drilling
17

 

 
17
International drilling

 
8

 
8
 
 
 
 
 
25
Our production services business segments provide a range of services to producers primarily in Texas, North Dakota, the Rocky Mountain region, and Louisiana. As of June 30, 2020, the fleet counts for each of our production services business segments were as follows:
 
550 HP
 
600 HP
 
Total
Well servicing rigs, by horsepower (HP) rating
111
 
12
 
123
Wireline services units
 
82
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Pioneer Energy Services Corp. and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of our management, all adjustments (consisting of normal, recurring accruals) necessary for a fair presentation have been included. We suggest that you read these unaudited condensed consolidated financial statements together with the consolidated financial statements and the related notes included in our annual report on Form 10-K for the year ended December 31, 2019. As described below, as a result of the application of fresh start accounting and the effects of the implementation of our Plan of Reorganization (as defined below), the consolidated financial statements after the Effective Date (as defined below) are not comparable with the consolidated financial statements on or before that date. See Note 3, Fresh Start Accounting, for additional information.
Chapter 11 Cases — On March 1, 2020 (the “Petition Date”), Pioneer and certain of our domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On May 11, 2020, the Bankruptcy Court confirmed the plan of reorganization (the “Plan”) that was filed with the Bankruptcy Court on March 2, 2020, and on May 29, 2020 (the “Effective Date”), the conditions to effectiveness of the plan were satisfied and we emerged from Chapter 11. See Note 2, Emergence from Voluntary Reorganization under Chapter 11, for more information.
The accompanying condensed consolidated financial statements have been prepared as if we are a going concern and in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 852, Reorganizations (ASC Topic 852). Upon emergence from bankruptcy, we adopted fresh start accounting in accordance with ASC Topic 852 and became a new entity for financial reporting purposes. As a result, the condensed consolidated financial



9



statements after the Effective Date are not comparable with the consolidated financial statements on or before that date as indicated by the “black line” division in the financial statements and footnote tables, which emphasizes the lack of comparability between amounts presented. References to “Successor” relate to our financial position and results of operations after the Effective Date. References to “Predecessor” refer to our financial position and results of operations on or before the Effective Date.
We evaluated the events between May 29, 2020 and May 31, 2020 and concluded that the use of an accounting convenience date of May 31, 2020 (the “Fresh Start Reporting Date”) would not have a material impact on our condensed consolidated financial statements. As such, the application of fresh start accounting was reflected in our condensed consolidated balance sheet as of May 31, 2020 and related fresh start accounting adjustments were included in our condensed consolidated statement of operations for the two and five months ended May 31, 2020. See Note 3, Fresh Start Accounting, for additional information.
Use of Estimates In preparing the accompanying unaudited condensed consolidated financial statements, we make various estimates and assumptions that affect the amounts of assets and liabilities we report as of the dates of the balance sheets and income and expenses we report for the periods shown in the income statements and statements of cash flows. Our actual results could differ significantly from those estimates. Material estimates affecting our financial results, including those that are particularly susceptible to significant changes in the near term, relate to our application of fresh start accounting, our estimates of certain variable revenues and amortization periods of certain deferred revenues and costs associated with drilling daywork contracts, our estimates of projected cash flows and fair values for impairment evaluations, our estimate of the valuation allowance for deferred tax assets, and our estimate of the liability relating to the self-insurance portion of our health and workers’ compensation insurance. For information about our use of estimates relating to fresh start accounting, see Note 3, Fresh Start Accounting.
Reclassifications Certain amounts in the unaudited condensed consolidated financial statements for the prior periods have been reclassified to conform to the current presentation.
Subsequent Events In preparing the accompanying unaudited condensed consolidated financial statements, we have reviewed events that have occurred after June 30, 2020, through the filing of this Form 10-Q, for inclusion as necessary.
Recently Issued Accounting Standards
Changes to accounting principles generally accepted in the United States of America (“U.S. GAAP”) are established by the FASB in the form of Accounting Standards Updates (ASUs) to the FASB ASC. We consider the applicability and impact of all ASUs and we have determined that there are currently no new or recently adopted ASUs which we believe will have a material impact on our consolidated financial position and results of operations.
Additional Detail of Account Balances
Cash and Cash Equivalents — We had no cash equivalents at June 30, 2020. Cash equivalents at December 31, 2019 were $8.9 million, consisting of investments in highly-liquid money-market mutual funds.
Restricted Cash — Our restricted cash balance at June 30, 2020 reflects the professional fees escrow balance which will be released in accordance with the Plan. Our restricted cash balance at December 31, 2019 reflects the portion of net proceeds from the issuance of our senior secured term loan held in a restricted account until the completion of certain administrative tasks related to providing access rights to certain of our real property, a condition which is still in effect under the terms of our post-emergence debt instruments.
Other Receivables Our other receivables primarily consist of recoverable taxes related to our international operations, as well as vendor rebates and net income tax receivables.
Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include items such as insurance, rent deposits, software subscriptions, and other fees. We routinely expense these items in the normal course of business over the periods that we benefit from these expenses. Prepaid expenses and other current assets also include deferred mobilization costs for short-term drilling contracts and demobilization revenues recognized on drilling contracts expiring in the near term.



10



Other Noncurrent Assets Other noncurrent assets primarily consist of prepaid taxes in Colombia which are creditable against future income taxes, as well as deferred mobilization costs on long-term drilling contracts, cash deposits related to the deductibles on our workers’ compensation insurance policies, the noncurrent portion of prepaid insurance premiums, unamortized debt issuance costs associated with our ABL Credit Facility and deferred compensation plan investments.
Other Accrued Expenses Our other accrued expenses include accruals for professional fees, including those associated with fresh start accounting, and items such as sales taxes, property taxes and withholding tax liabilities related to our international operations. We routinely expense these items in the normal course of business over the periods these expenses benefit. Our other accrued expenses also includes the current portion of the lease liability associated with our long-term operating leases.
Other Noncurrent Liabilities Our other noncurrent liabilities relate to noncurrent deferred compensation and the noncurrent portion of deferred mobilization revenues.

2.    Emergence from Voluntary Reorganization under Chapter 11
Reorganization and Chapter 11 Proceedings
On March 1, 2020 (the “Petition Date”), Pioneer Energy Services Corp. (“Pioneer”) and its affiliates Pioneer Coiled Tubing Services, LLC, Pioneer Drilling Services, Ltd., Pioneer Fishing & Rental Services, LLC, Pioneer Global Holdings, Inc., Pioneer Production Services, Inc., Pioneer Services Holdings, LLC, Pioneer Well Services, LLC, Pioneer Wireline Services Holdings, Inc., Pioneer Wireline Services, LLC (collectively with Pioneer, the “Pioneer RSA Parties”) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 proceedings were being jointly administered under the caption In re Pioneer Energy Services Corp. et al (the “Chapter 11 Cases”).
In connection with the Bankruptcy Petitions, the Pioneer RSA Parties entered into a restructuring support agreement (the “RSA”) with holders of approximately 99% in aggregate principal amount of our outstanding Term Loan (the “Consenting Term Lenders”) and holders of approximately 75% in aggregate principal amount of our Prepetition Senior Notes (the “Consenting Noteholders” and together with the Consenting Term Lenders, the “Consenting Creditors”). Pursuant to the RSA, the Consenting Creditors and the Pioneer RSA Parties made certain customary commitments to each other, including the Consenting Noteholders committing to vote for, and the Consenting Creditors committing to support, the restructuring transactions (the “Restructuring”) to be effectuated through a plan of reorganization that incorporates the economic terms included in the RSA (the “Plan”). The Pioneer RSA Parties filed the Plan with the Bankruptcy Court on March 2, 2020.
After commencement of the Chapter 11 Cases, we continued to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On May 11, 2020, the Bankruptcy Court entered an order, Docket No. 331 (the “Confirmation Order”) confirming the Plan. On May 29, 2020 (the “Effective Date”) the conditions to effectiveness of the Plan were satisfied, and we emerged from Chapter 11.
The commencement of the Chapter 11 Cases constituted an event of default that accelerated our obligations under our Prepetition Senior Notes, the Prepetition ABL Facility, and Term Loan. Under the Bankruptcy Code, holders of our Prepetition Senior Notes and the lenders under our Term Loan and the Prepetition ABL Facility were stayed from taking any action against us as a result of this event of default. On the Effective Date, all applicable agreements governing the obligations under the Term Loan, Prepetition Senior Notes and Prepetition ABL Facility were terminated. The Term Loan and Prepetition ABL Facility were paid in full and all outstanding obligations under the Prepetition Senior Notes were canceled in exchange for 94.25% of the pro forma common equity (subject to the dilution from the Convertible Notes and new management incentive plan).
On the Effective Date, we entered into a $75 million senior secured asset-based revolving credit agreement which was later amended and reduced to $40 million in August 2020 (the “ABL Credit Facility”), and issued $129.8 million of aggregate



11



principal amount of 5% convertible senior unsecured pay-in-kind notes due 2025 (the “Convertible Notes”) and $78.1 million of aggregate principal amount of floating rate senior secured notes due 2025 (the “Senior Secured Notes”), all of which are further described in Note 7, Debt.
Also on the Effective Date, by operation of the Plan, all agreements, instruments, and other documents evidencing, relating to or connected with any equity interests of the Company, including the existing common stock, issued and outstanding immediately prior to the Effective Date, and any rights of any holder in respect thereof, were deemed canceled, discharged and of no force or effect. Pursuant to the Plan, we issued a total of 1,049,804 shares of our new common stock, with approximately 94.25% of such new common stock being issued to holders of the Prepetition Senior Notes outstanding immediately prior to the Effective Date. Holders of the existing common stock received an aggregate of 5.75% of the proforma common equity (subject to the dilution from the Convertible Notes and new management incentive plan), at a conversion rate of 0.0006849838 new shares for each existing share.
As part of the transactions undertaken pursuant to the Plan, we converted from a Texas corporation to a Delaware corporation, filed the Certificate of Incorporation of the Company with the office of the Secretary of State of the State of Delaware, and adopted Amended and Restated Bylaws of the Company.
Backstop Commitment Agreement
Prior to filing the Plan, we entered into a separate backstop commitment agreement with the Consenting Noteholders and certain members of our senior management (the “Backstop Commitment Agreement”), pursuant to which the Consenting Noteholders and certain members of our senior management committed to backstop approximately $118 million and $1.8 million, respectively, of new convertible bonds to be issued in a rights offering. As consideration for this commitment, we committed to make an aggregate payment of $9.4 million and $0.1 million to the Consenting Noteholders and certain members of our senior management, respectively, in the form of additional new convertible bonds, or in cash if the Backstop Commitment Agreement was terminated under certain circumstances as forth therein. As a result, we incurred a liability and expense at the time we entered into the Backstop Commitment Agreement for the aggregate amount of $9.6 million (the “Commitment Premium”) which was recognized in our Predecessor condensed consolidated financial statements as of and for the three months ended March 31, 2020. The Commitment Premium was settled in conjunction with our emergence from Chapter 11 and the issuance of the Convertible Notes.
Debtor-in-Possession Financing
On February 28, 2020, we received commitments pursuant to the Commitment Letter from PNC Bank, N.A. for a $75 million asset-based revolving loan debtor-in-possession financing facility (the “DIP Facility”) and a $75 million asset-based revolving exit financing facility. On March 3, 2020, with the approval of the Bankruptcy Court, we entered into the DIP Facility and used the proceeds thereunder to refinance all outstanding letters of credit under the Prepetition ABL Facility in connection with the termination of the Prepetition ABL Facility and to pay fees and expenses in connection with the Chapter 11 proceedings and transaction and professional fees related thereto.
The DIP Facility provided financing with a 5-month maturity, bearing interest at a rate of LIBOR plus 200 basis points per annum, and contained customary covenants and events of default. The DIP Facility was terminated upon our emergence from the Chapter 11 Cases on May 29, 2020.
Chapter 11 Accounting
Pre-petition restructuring charges All expenses and losses incurred prior to the Petition Date which were related to the Chapter 11 proceedings are presented as pre-petition restructuring charges in our Predecessor condensed consolidated statements of operations, including $9.6 million of expense incurred for the Commitment Premium pursuant to the Backstop Commitment Agreement.



12



Reorganization items, netAny expenses, gains, and losses incurred subsequent to and as a direct result of the Chapter 11 proceedings are presented as reorganization items in our condensed consolidated statements of operations. Reorganization items consisted of the following (amounts in thousands):
 
Successor
 
 
Predecessor
 
One Month Ended June 30, 2020
 
 
Two Months Ended May 31, 2020
 
Five Months Ended May 31, 2020
Gain on settlement of liabilities subject to compromise
$

 
 
$
(291,378
)
 
$
(291,378
)
Fresh start valuation adjustments

 
 
284,392

 
284,392

Legal and professional fees
741

 
 
19,888

 
26,038

Unamortized debt costs on liabilities subject to compromise

 
 
2,003

 
2,003

Accelerated stock-based compensation

 
 
713

 
713

Loss (gain) on rejected leases
403

 
 
(378
)
 
(378
)
DIP facility costs

 
 

 
513

 
$
1,144

 
 
$
15,240

 
$
21,903

Contractual interest expense on our Prepetition Senior Notes totaled $7.6 million for the five months ended May 31, 2020, which is in excess of the $3.1 million included in interest expense on our Predecessor condensed consolidated statements of operations because we discontinued accruing interest on the Petition Date in accordance with the terms of the Plan and ASC Topic 852.
3.    Fresh Start Accounting
Fresh Start Accounting
In connection with our emergence from bankruptcy and in accordance with ASC Topic 852, we qualified for and adopted fresh start accounting on the Effective Date. We were required to adopt fresh start accounting because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the Successor Company, and (ii) the reorganization value of our assets immediately prior to confirmation of the Plan was less than the post-petition liabilities and allowed claims.
In accordance with ASC Topic 852, with the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets.
Reorganization Value
The reorganization value represents the fair value of the Successor Company’s total assets before considering liabilities and is intended to approximate the amount a willing buyer would pay for the Company’s assets immediately after restructuring. The reorganization value was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value of the Successor Company was estimated to be in the range of $275 million to $335 million with a midpoint of $305 million. However, the third-party valuation advisor engaged to assist in determining the enterprise value subsequently revised this range to $249 million to $303 million, with a midpoint of $276 million, which was filed with the Bankruptcy Court in order to update the initial assumptions for current information. Based on the estimates and assumptions discussed below, we estimated the enterprise value to be the midpoint of the range of estimated enterprise value of $276 million.
The following table reconciles the enterprise value to the estimated fair value of our Successor Common Stock as of the Fresh Start Reporting Date (dollars in thousands, except per share data):
Enterprise value
$
276,000

Plus: cash and cash equivalents
10,592

Less: fair value of debt
(145,420
)
Total implied equity (prior to debt issuance costs on equity component on Convertible Notes)
141,172

Less: equity portion of Convertible Notes
(123,088
)
Fair value of Successor stockholders’ equity
$
18,084

Shares issued upon emergence
1,049,804

Per share value
$
17.23

The following table reconciles enterprise value to the reorganization value of our Successor’s assets to be allocated to our individual assets as of the Fresh Start Reporting Date (amounts in thousands):
Enterprise value
$
276,000

Plus: cash and cash equivalents
10,592

Plus: current liabilities
65,799

Plus: non-current liabilities excluding long-term debt
6,626

Less: debt issuance costs on Successor debt
(6,394
)
Reorganization value of Successor assets
$
352,623

With the assistance of our financial advisors, we determined the enterprise and corresponding equity value of the Successor using various valuation methods, including (i) discounted cash flow analysis, (ii) comparable company analysis and (iii) precedent transaction analysis. The use of each approach provides corroboration for the other approaches.
In order to estimate the enterprise value using the discounted cash flow (DCF) analysis approach, management’s estimated future cash flow projections through 2024, plus a terminal value calculated assuming a perpetuity growth rate and applying a multiple to the terminal year’s projected earnings before interest, tax, depreciation and amortization (EBITDA), were discounted to an assumed present value using our estimated weighted average cost of capital (WACC), which represents the internal rate of return (IRR).



13



The comparable company analysis provides an estimate of the company’s value relative to other publicly traded companies with similar operating and financial characteristics, by which a range of EBITDA multiples of the comparable companies was then applied to management’s projected EBITDA to derive an estimated enterprise value.
Precedent transaction analysis provides an estimate of enterprise value based on recent sale transactions of similar companies, by deriving the implied EBITDA multiple of those transactions, based on sales prices, which was then applied to management’s projected EBITDA.
Certain inputs and assumptions used to estimate the enterprise value are considered significant unobservable inputs which are classified as Level 3 inputs under ASC Topic 820, Fair Value Measurements and Disclosures, including management’s estimated future cash flow projections. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties beyond our control, and accordingly, our actual results could vary materially.
Valuation Process
The fair values of our principal assets (including inventory, drilling and production services equipment, land and buildings, and intangible assets), and our liabilities were estimated with the assistance of third-party valuation advisors. The cost, income and market approaches were utilized in estimating these fair values. As more than one approach was used in our valuation analysis, the various approaches were reconciled to determine a final value conclusion. Further, economic obsolescence was considered in determining the fair value of our inventory and property and equipment. The fair value was allocated to our individual assets and liabilities as follows:
Inventory Inventory valued consisted of spare parts and consumables that support our international, coiled tubing and wireline operations. The fair value of the international spare parts and coiled tubing inventory was determined using the indirect method of the cost approach, with adjustments for economic obsolescence. For wireline inventory, the cost basis was adjusted to account for the changes in cost between the acquisition date and the valuation date.
Property and Equipment — Property and equipment valued consisted of leasehold improvements, machinery and equipment, transportation equipment, office furniture, fixtures and equipment, computers and software, construction-in-progress and assets held for sale. The fair value of our property and equipment was estimated using the cost approach and market approach, while the income approach was considered in the context of the economic obsolescence analysis which was applied to certain assets. As a part of the valuation process, the third-party advisors performed site inspections and utilized internal data to identify and value assets.
Land and Buildings — Land and buildings valued consisted of four facilities and the underlying land, for which the fair value was estimated using the cost approach and sales comparison (market) approach, with adjustments for economic obsolescence to certain assets.
Intangible Assets — Intangible assets valued consisted of trademark and tradename, for which the fair value was estimated using the relief-from-royalty income approach. As a part of the valuation process, the third-party advisors considered overall revenue and cash flow projections and guidance on long-term growth rates. Additionally, above or below market leases and contracts and relationships were examined and determined to have no fair value. The value of our intangible assets will be amortized using the straight-line method over the economic useful life, which we estimated to be ten years.
Senior Secured Notes — The fair value of the Senior Secured Notes was estimated by applying a stochastic interest rate model implemented within a binomial lattice framework that considers the call provisions associated with the notes and captures the decision of prepaying the notes or holding to maturity by evaluating the optimal decision at each time step constructed within the lattice model.
Convertible Notes — The fair value of the Convertible Notes was estimated by applying a binomial lattice model and a recovery rate adjustment model, which provides a quantitative method for estimating the yield for a debt or debt-like security based on an observed market yield for a security of a different seniority. Certain inputs and assumptions used to derive the fair value of the Convertible Notes are considered significant unobservable inputs which are classified as Level 3 inputs under ASC Topic 820, Fair Value Measurements and Disclosures, including the company’s stock price, the volatility and the market yield related to the Convertible Notes.



14



Consolidated Balance Sheet
The adjustments set forth in the following consolidated balance sheet as of May 31, 2020 reflect the effects of the transactions contemplated by the Plan and executed on the fresh start reporting date (reflected in the column entitled “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column entitled “Fresh Start Accounting Adjustments”).
 
As of May 31, 2020
(in thousands)
Predecessor
 
Reorganization Adjustments
 
 
Fresh Start Accounting Adjustments
 
 
Successor
ASSETS
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
21,253

 
$
(10,661
)
(1)
 
$

 
 
$
10,592

Restricted cash
4,452

 
11,721

(2)
 

 
 
16,173

Receivables:
 
 
 
 
 
 
 
 
 
Trade, net of allowance for doubtful accounts
33,537

 

 
 

 
 
33,537

Unbilled receivables
9,163

 

 
 

 
 
9,163

Insurance recoveries
23,636

 

 
 

 
 
23,636

Other receivables
5,256

 
1,000

(3)
 

 
 
6,256

Inventory
21,012

 

 
 
(6,883
)
(18)
 
14,129

Assets held for sale
1,825

 

 
 
29

(19)
 
1,854

Prepaid expenses and other current assets
4,817

 

 
 
952

(20)
 
5,769

Total current assets
124,951

 
2,060

 
 
(5,902
)
 
 
121,109

 
 
 
 
 
 
 
 
 
 
Property and equipment, at cost
1,082,704

 

 
 
(886,733
)
(21)
 
195,971

Less accumulated depreciation
655,512

 

 
 
(655,512
)
(21)
 

Net property and equipment
427,192

 

 
 
(231,221
)
 
 
195,971

Intangible assets, net of accumulated amortization

 

 
 
9,370

(22)
 
9,370

Deferred income taxes
10,897

 

 
 
(2,157
)
(23)
 
8,740

Operating lease assets
5,234

 

 
 

 
 
5,234

Other noncurrent assets
13,247

 
(5,023
)
(4)
 
3,975

(24)
 
12,199

Total assets
$
581,521

 
$
(2,963
)
 
 
$
(225,935
)
 
 
$
352,623

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Accounts payable
$
24,601

 
$
(9,478
)
(5)
 
$

 
 
$
15,123

Deferred revenues
121

 

 
 

 
 
121

Commitment premium
9,584

 
(9,584
)
(6)
 

 
 

Debtor in possession financing
4,000

 
(4,000
)
(7)
 

 
 

Accrued expenses:
 
 
 
 
 
 
 
 
 
Employee compensation and related costs
4,970

 

 
 

 
 
4,970

Insurance claims and settlements
23,517

 

 
 

 
 
23,517

Insurance premiums and deductibles
5,269

 

 
 

 
 
5,269

Interest
3,775

 
(3,731
)
(8)
 

 
 
44

Other
12,436

 
4,329

(9)
 
(10
)
 
 
16,755

Total current liabilities
88,273

 
(22,464
)
 
 
(10
)
 
 
65,799

 
 
 
 
 
 
 
 
 
 
Long-term debt, less unamortized discount and debt issuance costs
175,000

 
(53,831
)
(10)
 
20,070

(25)
 
141,239

Noncurrent operating lease liabilities
4,189

 

 
 

 
 
4,189

Deferred income taxes
4,296

 

 
 
(3,225
)
(26)
 
1,071

Other noncurrent liabilities
1,366

 

 
 

 
 
1,366

Total liabilities not subject to compromise
273,124

 
(76,295
)
 
 
16,835

 
 
213,664

Liabilities subject to compromise
308,422

 
(308,422
)
(11)
 

 
 

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
Predecessor common stock
8,893

 
(8,893
)
(12)
 

 
 

Successor common stock

 
1

(13)
 

 
 
1

Predecessor additional paid-in capital
553,631

 
(553,631
)
(14)
 

 
 

Successor additional paid-in capital

 
98,413

(15)
 
40,545

(27)
 
138,958

Predecessor treasury stock, at cost
(5,098
)
 
5,098

(16)
 

 
 

Retained earnings (Accumulated deficit)
(557,451
)
 
840,766

(17)
 
(283,315
)
(28)
 

Total stockholders’ equity
(25
)
 
381,754

 
 
(242,770
)
 
 
138,959

Total liabilities and stockholders’ equity
$
581,521

 
$
(2,963
)
 
 
$
(225,935
)
 
 
$
352,623




15



(1)
Represents the following net change in cash and cash equivalents:
Cash proceeds from Convertible Notes
$
120,187

Cash proceeds from Senior Secured Notes
75,000

Payment to fund claims reserve
(950
)
Payment to escrow remaining professional fees
(10,771
)
Payment of professional fees
(9,468
)
Payment in full to extinguish DIP Facility
(4,000
)
Payment of accrued interest on DIP Facility
(55
)
Payment of DIP Facility fees
(177
)
Payment in full to extinguish Prepetition Term Loan
(175,000
)
Payment of accrued interest on Prepetition Term Loan
(3,677
)
Payment of prepayment penalty on Prepetition Term Loan
(1,750
)
 
$
(10,661
)
(2)
Represents the following net change in restricted cash:
Payment to fund rejected leases claims reserve
$
950

Payment to escrow remaining professional fees
10,771

 
$
11,721

(3)
Represents recognition of a receivable for a portion of the proceeds from the issuance of the Senior Secured Notes which was received in June 2020.
(4)
Represents the reclassification of previously paid debt issuance costs from deferred assets to offset the carrying amount of long-term debt.
(5)
Represents the payment of professional fees which were incurred prior to emergence.
(6)
Represents the settlement of the Backstop Commitment Premium upon issuance of the Convertible Notes.
(7)
Represents the payment to extinguish the DIP Facility.
(8)
Represents the payment of accrued interest on the Prepetition Term Loan and DIP Facility.
(9)
Represents the increase in accrued expenses for fees which were incurred upon our emergence from Chapter 11.
(10)
Represents the following changes in long-term debt, less unamortized discount and debt issuance costs:
Payment in full to extinguish Prepetition Term Loan
$
(175,000
)
Issuance of Senior Secured Notes at Par
78,125

Recognition of debt issue costs on Senior Secured Notes
(2,913
)
Recognition of liability component of Convertible Notes issuance
47,225

Recognition of debt issuance costs on liability component of Convertible Notes
(1,268
)
 
$
(53,831
)
Due to the Convertible Notes’ embedded conversion option, the liability and equity components were reported separately, as described further in Note 7, Debt.
(11)
Represents the settlement of liabilities subject to compromise in accordance with the Plan, for which the resulting gain is as follows:
Prepetition Senior Notes
$
300,000

Accrued interest on Prepetition Senior Notes
8,422

Liabilities subject to compromise
308,422

Cash paid by holders of Prepetition Senior Notes
118,013

Issuance of equity to Prepetition Senior Notes creditors
(17,044
)
Notes Received by Prepetition Senior Note holders
(118,013
)
 
$
291,378