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FRESH-START ACCOUNTING (Tables) | 12 Months Ended
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Dec. 31, 2019
Fresh Start Balance Sheet [Abstract] |
Reconciliation of Enterprise Value to Estimated Fair Value of Successor's Common Stock | The following table reconciles our Enterprise Value to the estimated fair value of the Successor’s common stock as of July 31, 2017:
(In thousands) |  | July 31, 2017 |
Enterprise Value |  | $ | 1,050,000 |
Add: Cash and cash equivalents |  |  | 560,866 |
Less: Amounts due to General Unsecured Creditors |  |  | (102,193 | )
Less: Fair value of debt |  |  | (451,589 | )
Less: Fair value of New Creditor, Series A and B warrants |  |  | (299,045 | )
Less: Fair value of noncontrolling interests |  |  | (1,675 | )
Fair Value of Successor common stock |  | $ | 756,364 |
Reconciliation of Enterprise Value to its Reorganization Value | The following table reconciles our Enterprise Value to our Reorganization Value as of July 31, 2017:
|  | July 31, 2017 |
Enterprise Value |  | $ | 1,050,000 |
Add: Cash and cash equivalents |  |  | 560,866 |
Less: Amounts payable to General Unsecured Creditors |  |  | (102,193 | )
Add: Other working capital liabilities |  |  | 439,377 |
Reorganization value of Successor assets |  | $ | 1,948,050 |
Summary of Consolidated Balance Sheet | The explanatory notes following the table below provide further details on the adjustments, including our assumptions and methods used to determine fair value for our assets and liabilities.
(In thousands) | As of July 31, 2017 |
| Predecessor Company |  |  |  | Reorganization Adjustments |  |  |  |  |  | Fresh-Start Adjustments |  |  |  |  |  | Successor Company |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ |  | 683,673 |  |  |  |  |  | (122,807 | ) |  | (1 | ) |  |  |  | - |  |  |  |  |  |  |  | 560,866 |
Trade and other receivables, net |  |  | 116,976 |  |  |  |  |  | - |  |  |  |  |  |  |  | (480 | ) |  | (10 | ) |  |  |  | 116,496 |
Due from affiliate |  |  | 252,393 |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | 252,393 |
Marine operating supplies |  |  | 30,495 |  |  |  |  |  | - |  |  |  |  |  |  |  | 1,594 |  |  | (11 | ) |  |  |  | 32,089 |
Other current assets |  |  | 33,243 |  |  |  |  |  | (12,438 | ) |  | (2 | ) |  |  |  | (278 | ) |  | (12 | ) |  |  |  | 20,527 |
Total current assets |  |  | 1,116,780 |  |  |  |  |  | (135,245 | ) |  |  |  |  |  |  | 836 |  |  |  |  |  |  |  | 982,371 |
Investments in, at equity, and advances to unconsolidated companies |  |  | 49,367 |  |  |  |  |  | - |  |  |  |  |  |  |  | (24,683 | ) |  | (13 | ) |  |  |  | 24,684 |
Net properties and equipment |  |  | 2,625,848 |  |  |  |  |  | - |  |  |  |  |  |  |  | (1,731,257 | ) |  | (14 | ) |  |  |  | 894,591 |
Other assets |  |  | 92,674 |  |  |  |  |  | - |  |  |  |  |  |  |  | (46,270 | ) |  | (15 | ) |  |  |  | 46,404 |
Total assets | $ |  | 3,884,669 |  |  |  |  |  | (135,245 | ) |  |  |  |  |  |  | (1,801,374 | ) |  |  |  |  |  |  | 1,948,050 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable | $ |  | 39,757 |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | 39,757 |
Accrued expenses |  |  | 71,824 |  |  |  |  |  | - |  |  |  |  |  |  |  | (160 | ) |  | (16 | ) |  |  |  | 71,664 |
Due to affiliate |  |  | 123,899 |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | 123,899 |
Accrued property and liability losses |  |  | 2,761 |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | 2,761 |
Current portion of long-term debt |  |  | 10,409 |  |  |  |  |  | (5,204 | ) |  | (3 | ) |  |  |  | - |  |  |  |  |  |  |  | 5,205 |
Other current liabilities |  |  | 20,483 |  |  |  |  |  | 102,193 |  |  | (4 | ) |  |  |  | (963 | ) |  | (17 | ) |  |  |  | 121,713 |
Total current liabilities |  |  | 269,133 |  |  |  |  |  | 96,989 |  |  |  |  |  |  |  | (1,123 | ) |  |  |  |  |  |  | 364,999 |
Long-term debt |  |  | 80,233 |  |  |  |  |  | 355,204 |  |  | (5 | ) |  |  |  | 10,946 |  |  | (18 | ) |  |  |  | 446,383 |
Deferred income taxes |  |  | - |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | - |
Accrued property and liability losses |  |  | 2,789 |  |  |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  |  |  |  |  | 2,789 |
Other liabilities and deferred credits |  |  | 80,902 |  |  |  |  |  | - |  |  |  |  |  |  |  | (4,107 | ) |  | (17 | ) |  |  |  | 76,795 |
Liabilities subject to compromise |  |  | 2,326,122 |  |  |  |  |  | (2,326,122 | ) |  | (6 | ) |  |  |  | - |  |  |  |  |  |  |  | - |
Total liabilities |  |  | 2,759,179 |  |  |  |  |  | (1,873,929 | ) |  |  |  |  |  |  | 5,716 |  |  |  |  |  |  |  | 890,966 |
Commitments and Contingencies |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Common stock (Predecessor) |  |  | 4,712 |  |  |  |  |  | (4,712 | ) |  | (7 | ) |  |  |  | - |  |  |  |  |  |  |  | - |
Additional paid-in capital (Predecessor) |  |  | 166,867 |  |  |  |  |  | (166,867 | ) |  | (7 | ) |  |  |  | - |  |  |  |  |  |  |  | - |
Common stock (Successor) |  |  | - |  |  |  |  |  | 18 |  |  | (8 | ) |  |  |  | - |  |  |  |  |  |  |  | 18 |
Additional paid-in capital (Successor) |  |  | - |  |  |  |  |  | 1,055,391 |  |  | (8 | ) |  |  |  | - |  |  |  |  |  |  |  | 1,055,391 |
Retained earnings |  |  | 951,749 |  |  |  |  |  | 854,854 |  |  | (9 | ) |  |  |  | (1,806,603 | ) |  | (19 | ) |  |  |  | - |
Accumulated other comprehensive loss |  |  | (12,779 | ) |  |  |  |  | - |  |  |  |  |  |  |  | 12,779 |  |  | (20 | ) |  |  |  | - |
Total stockholders' equity |  |  | 1,110,549 |  |  |  |  |  | 1,738,684 |  |  |  |  |  |  |  | (1,793,824 | ) |  |  |  |  |  |  | 1,055,409 |
Noncontrolling interests |  |  | 14,941 |  |  |  |  |  | - |  |  |  |  |  |  |  | (13,266 | ) |  | (21 | ) |  |  |  | 1,675 |
Total equity |  |  | 1,125,490 |  |  |  |  |  | 1,738,684 |  |  |  |  |  |  |  | (1,807,090 | ) |  |  |  |  |  |  | 1,057,084 |
Total liabilities and equity | $ |  | 3,884,669 |  |  |  |  |  | (135,245 | ) |  |  |  |  |  |  | (1,801,374 | ) |  |  |  |  |  |  | 1,948,050 |
Reorganization Adjustments
| (1) | The table below reconciles cash payments and amounts payable as of July 31, 2017 to the terms of the Plan as previously described.
(In thousands) |  |  |  |
Payment made to holders of General Unsecured Claims upon emergence | $ |  | 122,807 |
Amounts payable to holders of General Unsecured Claims at July 31, 2017 |  |  | 102,193 |
Total payments pursuant to the Plan | $ |  | 225,000 |
| (2) | Represents the recognition of expenses paid prior to the Effective Date of $12.4 million for Plan support and other reorganization-related professional fees.
| (3) | Reflects the reclassification from current to long-term of $5.2 million of Troms Offshore debt, consistent with the terms of the amended Troms Offshore credit agreement.
| (4) | Reflects the establishment of a liability related to the unpaid pro rata cash distribution to the General Unsecured Claims.
| (5) | Reflects the issuance of the $350.0 million Secured Notes to the General Unsecured Creditors as provided for in the Plan and the reclassification from current to long-term of $5.2 million of Troms Offshore debt (see (3) above).
| (6) | Gain on settlement of liabilities subject to compromise is as follows:
(In thousands) |  |  |  |
Revolving Credit Facility | $ |  | (600,000 | )
Term Loan Facility |  |  | (300,000 | )
September 2013 senior unsecured notes |  |  | (500,000 | )
August 2011 senior unsecured notes |  |  | (165,000 | )
September 2010 senior unsecured notes |  |  | (382,500 | )
Accrued interest payable |  |  | (23,736 | )
Make-whole provision - Senior notes |  |  | (94,726 | )
Lessor claims - sale leaseback agreements |  |  | (260,160 | )
Total liabilities subject to compromise | $ |  | (2,326,122 | )
Fair value of equity and warrants issued to General Unsecured Creditors |  |  | 983,482 |
Issuance of 8% Secured Notes |  |  | 350,000 |
Cash payment to General Unsecured Creditors |  |  | 122,807 |
Amounts payable to General Unsecured Creditors |  |  | 102,193 |
Gain on settlement of Liabilities subject to compromise | $ |  | (767,640 | )
| (7) | Reflects the cancellation of Predecessor's equity to retained earnings.
| (8) | Represents the issuance of Successor equity. The Successor issued approximately 18.5 million shares of New Common Stock including approximately 17.0 million shares of New Common Stock to General Unsecured Creditors and 1.5 million to holders of Predecessor stock. Approximately 7.7 million New Creditor Warrants were issued upon emergence to the General Unsecured Creditors and approximately 3.9 million New Creditor Warrants were reserved for with respect to the unresolved sale leaseback claims. Additionally, 2.4 million Series A Warrants and 2.6 million Series B Warrants were issued to the holders of Predecessor stock with exercise prices of $57.06 and $62.28, respectively. Based on a Black-Scholes-Merton valuation and an estimated fair value of the underlying New Common Stock of $25.00 per share, the value of each New Creditor Warrant was estimated at $25.00, the value of each Series A Warrant was estimated at $2.27 and the value of each Series B Warrant was estimated at $1.88.
The table below reflects the components of Additional paid-in capital (Successor) upon emergence:
(In thousands) |  |  |  |
Additional paid-in capital attributable to common shares |  | $ | 756,346 |
Series A Warrants (2,432,432 Warrants at $1.88 per warrant) |  |  | 5,510 |
Series B Warrants (2,629,657 Warrants at $2.27 per warrant) |  |  | 4,945 |
Issued Creditor Warrants (7,684,453 Warrants at $25 per warrant) |  |  | 192,108 |
Reserved Creditor Warrants (3,859,361 Warrants at $25 per warrant) |  |  | 96,482 |
Fair Value of Successor additional paid-in capital |  | $ | 1,055,391 |
| (9) | Reflects the cumulative effect of the reorganization adjustments discussed above.
Fresh-start Accounting Adjustments
| (10) | Represents fair value adjustments on outstanding warranty claims.
| (11) | Reflects the adjustment to record fuel inventory held as marine and operating supplies at fair value.
| (12) | Reflects adjustments to deferred tax items as a result of the change in vessel values from the application of fresh-start accounting.
| (13) | Reflects the adjustment to decrease the carrying value of our equity method investments to their estimated fair values which were determined using a discounted cash flow analysis.
| (14) | In estimating the fair value of the vessels and related equipment, we used a combination of discounted cash flow method (income approach), the guideline public company method (market approach) and vessel specific liquidation value analyses. A discount rate of 12% was used for the discounted cash flow method. In estimating the fair value of the other property and equipment, we used a combination of asset, income, and market-based approaches.
| (15) | Reflects fair value adjustments of (i) $41.7 million to reduce the carrying value of a vessel under construction that is currently the subject of an arbitration proceeding in the United States and (ii) $3.8 million to reduce the carrying value of a receivable related to a vessel under construction in Brazil, which is also the subject of pending arbitration (the carrying value of receivable after such fair value adjustment is approximately $1.8 million). Also reflects adjustments to deferred tax items of $0.8 million as a result of the change in vessel values from the application of fresh-start accounting.
| (16) | Reflects the write-off of deferred rent liabilities and an increase in a market-value based fuel related liabilities in Brazil.
| (17) | Reflects the write-off of $1.3 million of accrued losses in excess of investment related to an unconsolidated subsidiary, an unrecognized deferred gain on the sale of a vessel to an unconsolidated subsidiary of $3.8 million, $0.4 million of which was reflected as current and adjustments to deferred tax items as a result of the change in vessel values from the application of fresh-start accounting of which $0.9 million is current and $1.3 million is long-term. Offsetting these items is the recognition of an intangible liability of approximately $2.1 million, $0.4 million of which is recorded as current, to adjust our office lease contracts to fair value as of July 31, 2017. The intangible liability will be amortized over the remaining life of the contracts through 2023.
| (18) | Reflects a $15.4 million premium recorded in relation to the $350.0 million Secured Notes, an aggregate $5.4 million discount recorded in relation to the modified Troms Offshore borrowings, and the write-off of historical unamortized debt issuance costs related to the Troms Offshore borrowings of $0.9 million.
| (19) | Reflects the cumulative effects of the fresh-start accounting adjustments.
| (20) | Represents the elimination of Predecessor accumulated other comprehensive loss.
| (21) | Reflects a $13.3 million adjustment to decrease the carrying value of the noncontrolling interests to the estimated fair value.
Summary of Components Included in Reorganization Items | We use “Reorganization items” on our consolidated statements of operations to reflect the revenues, expenses, gains and losses that are the direct result of the reorganization of the business. The following tables summarize the components included in “Reorganization items”:
|  | Successor |  |  |  | Predecessor |
|  | Period from |  |  |  | Period from |
|  | August 1, 2017 |  |  |  | April 1, 2017 |
|  | through |  |  |  | through |
(In thousands) |  | December 31, 2017 |  |  |  | July 31, 2017 |
Gain on settlement of liabilities subject to compromise |  | $ | — |  |  |  |  | (767,640 | )
Fresh start adjustments |  |  | — |  |  |  |  | 1,820,018 |
Debt, sale leaseback and other reorganization items |  |  | 1,631 |  |  |  |  | 316,504 |
Reorganization-related professional fees |  |  | 2,668 |  |  |  |  | 28,023 |
Loss on reorganization items |  | $ | 4,299 |  |  |  |  | 1,396,905 |

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