UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
From
Inception to July 31, 2014
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from (not applicable)
Commission file number: 001-33816
| A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
Nuverra 2013 Employee Stock Purchase Plan
| B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Nuverra Environmental Solutions, Inc.
14624 N. Scottsdale Road, Suite 300
Scottsdale, AZ 85254
The following exhibits are filed with this report:
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Description |
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| 23.1 |
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Consent of Independent Registered Public Accounting Firm |
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| 99.1 |
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Nuverra 2013 Employee Stock Purchase Plan Financial Statements and Schedules From Inception to July 31, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
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Nuverra 2013 Employee Stock Purchase Plan |
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| Date: October 29, 2014 |
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By |
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/s/ Dan Pon |
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Dan Pon |
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Vice President of Human Resources, on behalf
of the Plan Administrator |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement (Nos. 333-159086, 333-182068, and 333-190678) on
Form S-8 of our report dated October 29, 2014 appearing in this Annual Report on Form 11-K of Nuverra 2013 Employee Stock Purchase Plan from inception to July 31, 2014.
/s/ CliftonLarsonAllen LLP
Phoenix, Arizona
October 29, 2014
Exhibit 99.1
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
FROM INCEPTION TO JULY 31, 2014
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
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Page |
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| Report of Independent Registered Public Accounting Firm |
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3 |
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| Statement of Financial Condition as of July 31, 2014 |
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4 |
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| Statement of Changes in Plan Equity From Inception to July 31, 2014 |
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5 |
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| Notes to Financial Statements |
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6 |
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Report of Independent Registered Public Accounting Firm
Employee Benefits Administrative Committee
Nuverra 2013
Employee Stock Purchase Plan
Scottsdale, Arizona
We have
audited the accompanying statement of financial condition of Nuverra 2013 Employee Stock Purchase Plan (the Plan) as of July 31, 2014, and the related statement of changes in plan equity from inception to July 31, 2014. These financial
statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of July 31,
2014, and the changes in plan equity from inception to July 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
/s/ CliftonLarsonAllen LLP
Phoenix, Arizona
October 29, 2014
3
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
JULY 31, 2014
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| Assets |
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| Receivable from Nuverra Environmental Solutions, Inc. |
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$ |
7,085 |
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| Total assets |
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$ |
7,085 |
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| Liabilities and Equity |
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| Obligation to purchase Nuverra Environmental Solutions, Inc. common stock |
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$ |
7,085 |
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| Plan equity |
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— |
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| Total Liabilities and Equity |
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$ |
7,085 |
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See accompanying notes.
4
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN PLAN EQUITY
FROM INCEPTION TO JULY 31, 2014
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| Additions: |
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| Participant contributions |
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$ |
78,858 |
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| Deductions: |
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| Purchases of Nuverra Environmental Solutions, Inc. common stock subsequently distributed to Plan participants
(3,966 shares) |
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71,493 |
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| Refunds to participants |
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280 |
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| Increase in obligation to participants to purchase common stock |
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7,085 |
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| Total deductions |
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78,858 |
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| Net change in plan equity |
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— |
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| Plan equity, beginning of period |
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— |
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| Plan equity, end of period |
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$ |
— |
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See accompanying notes.
5
NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
| NOTE 1. |
DESCRIPTION OF PLAN |
The following description of the Nuverra 2013 Employee Stock
Purchase Plan (the “Plan” or the “ESPP”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The
Plan was established by Nuverra Environmental Solutions, Inc. (the “Company”) and adopted by the Board of Directors of the Company in July 2013 and became effective as of August 1, 2013. The purpose of the Plan is to encourage stock
ownership by employees of the Company and its Subsidiaries, to increase such employees’ identification with the Company’s goals and secure a proprietary interest for those employees in the Company’s success. The Plan is intended to
provide those employees who wish to become stockholders with a convenient method for purchasing common stock at below-market prices, through voluntary, regular payroll deductions. The maximum number of Nuverra Environmental Solutions, Inc. common
shares that may be issued under the ESPP is 300,000. As of July 31, 2014 there were 296,034 shares available for purchase under the ESPP.
The Plan shall be implemented through consecutive offering periods. Unless otherwise determined by the Plan Administrator prior to the start
date of any offering period, each offering period shall extend for three-month periods beginning on each January 1, April 1, July 1 and October 1 on or after the effective date of the Plan; provided, however, that the
initial offering period shall extend for a two-month period beginning on August 1, 2013 and ending on September 30, 2013. Participation in the Plan is voluntary.
Eligibility
Each Employee who has been employed by the Company or its subsidiaries for at least sixty (60) days and whose customary employment is
more than 20 hours per week will be eligible to participate in the Plan. However, an employee is not eligible to participate in the Plan if the employee owns 5% or more of the outstanding stock of the Company.
Contributions
Participants may elect to contribute between $20 and $950 per pay date through regular after-tax deductions. In no event may a participant
purchase shares having a fair market value in excess of $25,000 on an annual basis, as defined by the Plan and dictated by the Internal Revenue Code Section 423. Additionally, the maximum number of shares of stock purchasable per participant on
any on purchase date shall not exceed 1,500 shares. The Company holds the participants’ contributions until the end of the offering period, at which time the stock of the Company is purchased at 95% of the fair market value. At the discretion
of the Plan Administrator, fractional shares may be purchased. Such common stock shall be held in a separate investment account for the benefit of each participant. The fair market value is determined by the NYSE stock market or other national
securities exchange on which the Company’s common stock is traded. Shares of common stock issued under the Plan are subject to a mandatory one year holding period. Accordingly, for a period of one year following the end of the purchase period
in which shares are acquired by participants, the shares may not be sold or transferred.
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NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
| NOTE 1. |
DESCRIPTION OF PLAN (CONTINUED) |
Participants may discontinue, increase or decrease payroll deductions at any time during an
offering period. Participants may not withdraw from the Plan any payroll deductions that have already taken place. If at any time during any offering period participants terminate employment with the Company or otherwise become ineligible to
participate in the Plan, the payroll deductions attributable to such offering period will be refunded as soon as administratively possible and no shares will be purchased.
Adjustments
In
the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, offering of rights, or any other change in the structure of the capital stock of the Company, the Employee Benefits
Administrative Committee of the Board of Directors of the Company shall make such adjustments, if any, as it may deem appropriate in the number, kind, and price of shares available for purchase under the Plan, and in the minimum and maximum number
of shares which a participant is entitled to purchase as long as such adjustments do not exceed the number of common stock shares approved for the Plan by stockholders.
Plan Administration
The Employee Benefits Administrative Committee of the Board of Directors of the Company is the administrator of the Plan (the “Plan
Administrator”). All costs to administer the Plan are paid by the Company. Wells Fargo Shareowner Services (“Wells Fargo”) provides record keeping and administrative services for the Plan. Shares are recorded as purchased as of the
offering termination date. Once shares are purchased, they are deposited to each Plan participant’s Wells Fargo account. At the end of each offering period, Wells Fargo provides participants with a confirmation statement that shows the number
of shares purchased and the purchase price.
Plan Termination
The Plan Administrator may at any time and for any reason amend or terminate the Plan provided that, except as permitted under the terms of
the Plan or as is necessary to comply with applicable laws or regulations, no such amendment shall materially adversely affect any purchase rights outstanding under the Plan without the consent of the affected Participants.
| NOTE 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting with accounting principles generally accepted in the
United States of America. The Plan year is August 1 to July 31. This first year was from August 1, 2013 (date of inception) to July 31, 2014.
Administrative Expenses
All administrative expenses of the Plan are paid by the Company and are excluded from these financial statements.
Stock Purchases
Stock purchases and the related allocation to the participant’s stock plan account are recorded as of the end of each offering period.
Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of contributions and deductions during the reporting period. Actual
results could differ from those estimates.
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NUVERRA 2013 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
| NOTE 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Receivable from the Company
The receivable from the Company included in the Statement of Financial Condition represents amounts that are currently held in the
Company’s operating cash account to be used for the purchase of the Company’s common stock at the end of the next offering period.
As soon as practicable following the end of an offering period, the
shares purchased by each participant are deposited into a brokerage account established in the participant’s name.
The purchase
activity for the period from inception to July 31, 2014 was as follows:
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| Purchase Date |
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Purchased
Shares |
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Purchase
Price |
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| October 1, 2013 |
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137 |
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$ |
2,970 |
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| January 2, 2014 |
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1,525 |
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24,327 |
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| April 1, 2014 |
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1,067 |
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20,566 |
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| July 1, 2014 |
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1,237 |
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23,630 |
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3,966 |
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$ |
71,493 |
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The Plan is intended to qualify as an employee stock purchase plan under
Code Section 423. Issuances of shares under the Plan are not intended to result in taxable income to participants in the Plan based on provisions of the Code. Accordingly, the Plan is designed to be exempt from income taxes.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan
and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan sponsor has analyzed the tax positions taken by the
Plan, and has concluded that as of July 31, 2014 there are no uncertain positions taken or expected to be taken, that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine
audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
| NOTE 5. |
SUBSEQUENT EVENTS |
The Company has evaluated events that have occurred subsequent to
July 31, 2014, and up to the date of the filing of the Form 11-K and concluded there were no events or transactions that occurred which would require recognition in the accompanying financial statements or disclosure in this Form 11-K.
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