Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SND | |
Entity Registrant Name | Smart Sand, Inc. | |
Entity Central Index Key | 0001529628 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 40,967,667 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,369 | $ 1,466 |
Accounts receivable, net | 31,434 | 18,989 |
Unbilled receivables | 8,081 | 7,823 |
Inventories | 13,571 | 18,575 |
Prepaid expenses and other current assets | 2,170 | 3,243 |
Total current assets | 57,625 | 50,096 |
Property, plant and equipment, net | 249,133 | 248,396 |
Operating right-of-use assets | 34,329 | 0 |
Intangible assets, net | 17,640 | 18,068 |
Other assets | 3,613 | 3,732 |
Total assets | 362,340 | 320,292 |
Current liabilities: | ||
Accounts payable | 8,488 | 11,336 |
Accrued and other expenses | 11,003 | 8,392 |
Deferred revenue | 5,005 | 4,095 |
Current portion of long-term debt | 1,332 | 829 |
Current portion of operating lease liabilities | 13,354 | 0 |
Total current liabilities | 39,182 | 24,652 |
Long-term debt, net of current portion | 51,296 | 47,893 |
Long-term operating lease liabilities, net of current portion | 21,539 | 0 |
Long-term deferred tax liabilities, net | 18,216 | 17,898 |
Asset retirement obligation | 12,253 | 13,322 |
Contingent consideration | 5,500 | 7,167 |
Total liabilities | 147,986 | 110,932 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity | ||
Common stock, $0.001 par value, 350,000,000 shares authorized; 40,725,196 issued and 40,020,447 outstanding at March 31, 2019; 40,673,513 issued and 39,974,478 outstanding at December 31, 2018 | 40 | 40 |
Treasury stock, at cost, 704,749 and 699,035 shares at March 31, 2019 and December 31, 2018, respectively | (2,862) | (2,839) |
Additional paid-in capital | 163,034 | 162,195 |
Retained earnings | 54,310 | 50,277 |
Accumulated other comprehensive loss | (168) | (313) |
Total stockholders’ equity | 214,354 | 209,360 |
Total liabilities and stockholders’ equity | $ 362,340 | $ 320,292 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 40,725,196 | 40,673,513 |
Common stock, shares outstanding (in shares) | 40,020,447 | 39,974,478 |
Treasury stock, shares (in shares) | 704,749 | 699,035 |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 51,775 | $ 42,628 |
Cost of goods sold | 40,605 | 35,413 |
Gross profit | 11,170 | 7,215 |
Operating expenses: | ||
Salaries, benefits and payroll taxes | 2,710 | 2,573 |
Depreciation and amortization | 676 | 188 |
Selling, general and administrative | 2,800 | 3,101 |
Change in the estimated fair value of contingent consideration | (967) | 0 |
Total operating expenses | 5,219 | 5,862 |
Operating income | 5,951 | 1,353 |
Other income (expenses): | ||
Interest expense, net | (981) | (180) |
Other income | 37 | 34 |
Total other income (expenses), net | (944) | (146) |
Income before income tax expense | 5,007 | 1,207 |
Income tax expense | 974 | 232 |
Net income | $ 4,033 | $ 975 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.10 | $ 0.02 |
Diluted (in dollars per share) | $ 0.10 | $ 0.02 |
Weighted-average number of common shares: | ||
Basic (in shares) | 39,997 | 40,412 |
Diluted (in shares) | 39,997 | 40,441 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 4,033 | $ 975 |
Other comprehensive income: | ||
Foreign currency translation adjustment | 145 | 0 |
Comprehensive income | $ 4,178 | $ 975 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2017 | 40,393,033 | 81,052 | ||||
Beginning balance at Dec. 31, 2017 | $ 190,022 | $ 40 | $ (666) | $ 159,059 | $ 31,589 | $ 0 |
Increase (Decrease) in Stockholders' Equity | ||||||
Foreign currency translation adjustment | 0 | |||||
Vesting of restricted stock (in shares) | 96,713 | |||||
Stock-based compensation | 610 | 610 | ||||
Employee stock purchase plan issuance (in shares) | 9,639 | |||||
Employee stock purchase plan issuance | 70 | 70 | ||||
Restricted stock buy back (in shares) | (8,822) | 8,822 | ||||
Restricted stock buy back | (54) | $ (54) | ||||
Net income | 975 | 975 | ||||
Ending balance (in shares) at Mar. 31, 2018 | 40,490,563 | 89,874 | ||||
Ending balance at Mar. 31, 2018 | 191,623 | $ 40 | $ (720) | 159,739 | 32,564 | 0 |
Beginning balance (in shares) at Dec. 31, 2018 | 39,974,478 | 699,035 | ||||
Beginning balance at Dec. 31, 2018 | 209,360 | $ 40 | $ (2,839) | 162,195 | 50,277 | (313) |
Increase (Decrease) in Stockholders' Equity | ||||||
Foreign currency translation adjustment | 145 | 145 | ||||
Vesting of restricted stock (in shares) | 30,729 | |||||
Stock-based compensation | 790 | 790 | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Employee Stock Purchase Program, Requisite Service Period Recognition | 9 | 9 | ||||
Employee stock purchase plan issuance (in shares) | 20,954 | |||||
Employee stock purchase plan issuance | 40 | 40 | ||||
Restricted stock buy back (in shares) | (5,714) | 5,714 | ||||
Restricted stock buy back | (23) | $ (23) | ||||
Net income | 4,033 | 4,033 | ||||
Ending balance (in shares) at Mar. 31, 2019 | 40,020,447 | 704,749 | ||||
Ending balance at Mar. 31, 2019 | $ 214,354 | $ 40 | $ (2,862) | $ 163,034 | $ 54,310 | $ (168) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net income | $ 4,033 | $ 975 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and accretion of asset retirement obligation | 6,152 | 3,294 |
Amortization of intangible assets | 430 | 0 |
Asset retirement obligation settlement | (1,235) | (1,249) |
(Gain) loss on disposal of assets | (25) | 0 |
Amortization of deferred financing cost | 63 | 60 |
Accretion of debt discount | 145 | 56 |
Deferred income taxes | 318 | 307 |
Stock-based compensation, net | 790 | 610 |
Employee stock purchase plan compensation | 9 | 0 |
Change in contingent consideration fair value | (967) | 0 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (12,445) | (4,314) |
Unbilled receivables | (258) | 986 |
Inventories | 5,004 | 3,820 |
Prepaid expenses and other assets | 1,129 | (3,586) |
Deferred revenue | 909 | 872 |
Accounts payable | (2,501) | (7,587) |
Accrued and other expenses | 4,772 | 4,144 |
Net cash provided by (used in) operating activities | 6,323 | (1,612) |
Investing activities: | ||
Purchases of property, plant and equipment | (8,499) | (46,869) |
Net cash used in investing activities | (8,499) | (46,869) |
Financing activities: | ||
Proceeds from the issuance of notes payable | 2,021 | 0 |
Repayments of notes payable | (407) | 0 |
Payments under equipment financing obligations | (22) | (70) |
Payment of deferred financing and debt issuance costs | (830) | 0 |
Proceeds from revolving credit facility | 13,500 | 16,000 |
Repayment of revolving credit facility | (10,500) | 0 |
Payment of contingent consideration | (700) | 0 |
Proceeds from equity issuance | 40 | 0 |
Purchase of treasury stock | (23) | (54) |
Net cash provided by financing activities | 3,079 | 15,876 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 903 | (32,605) |
Cash and cash equivalents and restricted cash at beginning of year | 1,466 | 35,227 |
Cash and cash equivalents and restricted cash at end of period | 2,369 | 2,622 |
Non-cash financing activities: | ||
Capitalized expenditures in accounts payable and accrued expenses | $ 2,285 | $ 11,488 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business Smart Sand, Inc. and its subsidiaries are headquartered in The Woodlands, Texas. The Company was incorporated in July 2011, and is a fully integrated frac sand supply and services company, offering complete mine to wellsite logistics solutions. The Company is engaged in the excavation, processing and sale of industrial sand, or proppant, for use in hydraulic fracturing operations for the oil and natural gas industry. Its integrated Oakdale facility, with on-site rail infrastructure and wet and dry sand processing facilities, has access to two Class I rail lines and enables the Company to process and cost effectively deliver products to its customers. The Company also offers proppant logistics solutions to its customers through, among other things, its in-basin transloading terminal and wellsite proppant storage solution capabilities. The Company completed construction of the first phase of its mine and processing facility in Oakdale, Wisconsin and commenced operations in July 2012, and subsequently expanded its operations in 2014, 2015 and 2018 to the current annual processing capacity of approximately 5.5 million tons. On March 15, 2018, the Company acquired the rights to operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin and began providing Northern White Sand in-basin in April 2018. On June 1, 2018, the Company acquired substantially all of the assets of Quickthree Solutions, Inc. (“Quickthree”), a manufacturer of portable vertical proppant storage solution systems. This proppant storage solution creates efficiencies, flexibility, enhanced safety and reliability for customers by providing the capability to unload, store and deliver proppant at the wellsite, as well as the ability to rapidly set up, takedown and transport the entire system. The system includes passive and active dust suppression technology, along with the capability of a gravity-fed operation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The information presented below supplements the significant accounting policies disclosed in our 2018 Form 10-K. See our Form 10-K for a complete description of our significant accounting policies. Basis of Presentation and Consolidation The accompanying unaudited quarterly condensed consolidated financial statements (“interim statements”) of the Company are presented in accordance with the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q and therefore do not include all the information and notes required by accounting principles generally sccepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2018 . These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2018 . Certain 2018 balance sheet items have been reclassified to conform to the current financial statement presentation. These reclassifications have no effect on previously reported net income. Recent Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and related amendments, which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-02 and its related updates using the optional transition practical expedients, which allow the Company to use the existing lease population, classification and determination of initial direct costs when calculating the lease liability and right-of-use asset balances. The Company also used the optional transition method, which allows the Company to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. There was no adjustment made to the opening balance of retained earnings. The Company has implemented new accounting policies and software to facilitate the recording and reporting of lease transactions and balances. The Company recorded initial operating right-of-use assets of $35,939 and related lease liabilities of $36,484 on its consolidated balance sheet on January 1, 2019. New disclosures are included in Note 9 to these interim financial statements. Not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies disclosure requirements for fair value measurements by removing the disclosure of the valuation process for Level 3 fair value measurements, among other disclosure modifications. The guidance is effective for the Company beginning after December 15, 2019, although early adoption is permitted. Companies are permitted to remove or modify disclosures upon issuance while delaying adoption of the additional disclosures. The Company is currently evaluating the effects of ASU 2018-13 on its consolidated financial statements. Changes to Accounting Policies Leases - Lessee The Company uses leases primarily to procure certain office space, railcars and heavy equipment as part of its operations. The majority of its lease payments are fixed and determinable with certain of its lease payments containing immaterial variable payments based on the number of hours the equipment is used. Certain of its leases have options that allow for renewal at market rates, purchase at fair market value or termination of the lease. The Company must determine that it is reasonably certain that a lease option will be exercised for such an option to be included in the right-of-use asset or lease liability. The Company is not reasonably certain that any of its lease options will be exercised and, as such, has not included those options in its right-of-use assets or lease liabilities. Certain of its equipment leases contain residual value guarantees which guarantee various parts of heavy equipment will have a remaining life when the equipment is returned to the lessor. It is possible that the Company could owe additional amounts to the lessor upon return of equipment. There are no restrictions or covenants imposed by any of the Company's leases. The Company evaluates contracts during the negotiation process and when they are executed to determine the existence of leases. A contract contains a lease when it conveys the right to use property, plant or equipment for a stated period of time in exchange for consideration. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense on a straight-line basis over the term of the lease. The Company evaluates the classification of its leases at the commencement date and includes both lease and non-lease components in its calculation of consideration in the contract for all classes of operating leases. The Company applies a single discount rate to all operating leases. The Company determined its incremental borrowing rate based on an average of collateralized borrowing rates offered by various lenders. The Company considered the nature of the assets and the life of the leases and determined that there is no significant difference in the incremental borrowing rate. See Note 9 — Leases for additional disclosures regarding the Company’s leasing activity. Leases - Lessor The Company manufactures equipment and offers for lease its wellsite proppant storage solutions. The Company negotiates the terms of its leases on a case-by-case basis. There are no significant options that are reasonably certain to be exercised, residual value guarantees, restrictions or covenants in its lease contracts and have, therefore, not been included in its accounting for the leases. There are currently no contracts in place that meet the definition of a lease. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Asset Acquisition - Van Hook Crude Terminal, LLC The acquisition of the assets of Van Hook Crude Terminal, LLC occurred on March 15, 2018. The Company acquired all of the rights, title, and interest in certain properties and assigned contracts for a total consideration of $15,549 in cash. The acquisition cost has been allocated to the Company’s fixed assets as set forth below. Machinery, equipment and tooling $ 1,478 Plant and building 1,407 Railroad and sidings 9,926 Land improvements 2,738 Total assets acquired $ 15,549 Business Combination - Quickthree Solutions Inc. On June 1, 2018, the Company acquired substantially all of the assets of Quickthree Solutions, Inc., a manufacturer of portable vertical frac sand storage solution systems. The aggregate purchase price consisted of approximately $30,000 cash paid at closing, subject to adjustment based upon Quickthree’s closing date working capital, and up to $12,750 in potential earn-out payments over a three -year period after closing. Payment of the earn-out is based upon the production of silos and related equipment during the earn-out period. The closing portion of the purchase price was paid using cash on hand and advances under the Company’s Credit Facility. The Company expects the earn-out portion of the purchase price to be paid using cash on hand, equipment financing options available to the Company and advances under the Company’s Credit Facility. Goodwill in this transaction is attributable to planned expansion into the wellsite proppant storage solutions market, and is fully deductible for tax purposes. The table below presents the calculation of the total purchase consideration. Base price - cash $ 30,000 Contingent consideration – earnout 9,200 Working capital adjustment (122 ) Total purchase consideration $ 39,078 The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Fair Value Useful Life (in years) Assets Acquired Accounts receivable $ 112 Inventory 1,700 Prepaid expenses and other current assets 126 Total current assets acquired $ 1,938 Property, plant and equipment 740 Customer relationships 270 1 year Developed technology 18,800 13 years Trade name 900 Indefinite Goodwill 16,935 Other assets 225 Total non-current assets acquired 37,870 Total assets acquired $ 39,808 Liabilities Assumed Accounts payable $ 331 Accrued and other expenses 399 Total liabilities assumed 730 Estimated fair value of net assets acquired $ 39,078 The purchase price allocation was considered complete as of December 31, 2018. There were no acquisition costs for the Quickthree acquisition during the three months ended March 31, 2019 and 2018. The goodwill and trade name have been fully impaired as of December 31, 2018. The Company conducts its evaluation of goodwill at the reporting unit level on an annual basis as of December 31 and more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. All of the Company’s operations are in one reporting unit. The Company determined the fair value of its reporting unit using both a market multiples approach and the discounted cash flows method. In the second half of 2018, the Company saw a decline in demand for frac sand, consistent with the industry as a whole, which resulted in a decline in the Company’s stock price near the measurement date. The decline in the Company’s stock price near the measurement date and the relationship between the resulting market capitalization and the equity recorded on the Company’s balance sheet resulted in a full impairment of goodwill as of December 31, 2018. Contingent Consideration The Company determined the fair value of the contingent consideration to be $9,200 at June 1, 2018, the acquisition date and recorded it as a liability in the Company’s unaudited condensed consolidated balance sheets. Each reporting period, the Company reassesses its inputs including market comparable information and management assessments regarding potential future scenarios, then discounts the liabilities to present value. For the three months ended March 31, 2019 , the Company recorded an adjustment to the fair value of contingent consideration in the amount of $967 on the condensed consolidated income statements, related the change in fair value of contingent consideration. The Company will continue to reassess earn-out calculations related to the contingent consideration in future periods. The Company’s contingent consideration is remeasured at fair value on a recurring basis and is comprised of payments for production of silos and related equipment during the three-year period after the acquisition. Contingent liabilities are valued using significant inputs that are not observable in the market, which are defined as Level 3 inputs according to fair value measurement accounting. The Company used a probability-weighted average between 10 and 54 manufactured fleets over the earnout period, as the basis of its fair value determination. The actual contingent consideration could vary from the determined amount based on the actual number of silos and related equipment produced and the timing thereof. The Company estimates the fair value of contingent liabilities using a Monte Carlo simulation-based, real option pricing methodology implementation of the Income Approach. This approach utilizes inputs including market comparable information and management assessments regarding potential future scenarios, then discounts the liabilities to present value. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. The Company’s financial instruments remeasured and carried at fair value were as follows: March 31, 2019 Level 1 Level 2 Level 3 Contingent consideration $ 5,500 $ — $ — $ 5,500 Total liabilities $ 5,500 $ — $ — $ 5,500 The following table provides a summary of changes in the fair value of the Company’s Level 3 financial instruments for the three months ended March 31, 2019 . Balance as of December 31, 2018 $ 7,167 Payment of contingent consideration (700 ) Fair value adjustment (967 ) Balance as of March 31, 2019 $ 5,500 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Sand inventories consisted of the following: March 31, 2019 December 31, 2018 Raw material $ 978 $ 1,201 Work in progress 8,401 10,070 Finished goods 3,047 4,648 Spare parts 1,145 1,356 Total sand inventory $ 13,571 $ 17,275 Wellsite proppant storage solutions inventory represents work in progress inventory related to existing arrangements at the time the Company acquired Quickthree and consisted of the following: March 31, 2019 December 31, 2018 Work in progress $ — $ 1,300 Total wellsite proppant storage solutions inventory $ — $ 1,300 Total inventory $ 13,571 $ 18,575 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net Net property, plant and equipment consisted of: March 31, 2019 December 31, 2018 Machinery, equipment and tooling $ 15,327 $ 14,858 Wellsite proppant storage solutions 7,805 5,286 Vehicles 1,983 1,955 Furniture and fixtures 1,175 1,140 Plant and building 159,785 158,882 Real estate properties 4,621 4,601 Railroad and sidings 27,347 27,347 Land and land improvements 27,395 27,167 Asset retirement obligation 16,356 16,469 Mineral properties 10,075 10,075 Deferred mining costs 1,806 1,806 Construction in progress 24,027 21,619 297,702 291,205 Less: accumulated depreciation and depletion 48,569 42,809 Total property, plant and equipment, net $ 249,133 $ 248,396 Depreciation expense was $5,868 and $3,158 for the three months ended March 31, 2019 and 2018 , respectively. Depletion expense was $5 and $2 for the three months ended March 31, 2019 and 2018 , respectively. The Company capitalized no interest expense associated with the construction of new property, plant and equipment for the three months ended March 31, 2019 and 2018 . |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, net The following table summarizes the Company’s intangible assets as of March 31, 2019 and December 31, 2018 : Estimated Useful Life (Years) Gross Carrying Amount at December 31, 2018 Accumulated Amortization Net Book Value at March 31, 2019 Developed technology 13 $ 18,800 $ 1,205 $ 17,595 Customer relationships 1 270 225 45 $ 19,070 $ 1,430 $ 17,640 The Company uses the straight-line method to determine the amortization expense for its definite lived intangible assets. The weighted-average remaining useful life for the intangible assets is 12.1 years . Amortization expense related to the purchased intangible assets was $430 for the three months ended March 31, 2019 . The table below reflects the future estimated amortization expense for amortizable intangible assets as of March 31, 2019 . Remainder of 2019 $ 1,130 2020 1,446 2021 1,446 2022 1,446 2023 1,446 Thereafter 10,726 Total $ 17,640 |
Accrued and Other Expenses
Accrued and Other Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued and Other Expenses | Accrued and Other Expenses Accrued and other expenses were comprised of the following: March 31, 2019 December 31, 2018 Employee related expenses $ 2,518 $ 1,894 Accrued construction related expenses 386 948 Accrued professional fees 569 465 Accrued royalties 1,855 1,780 Accrued freight and delivery charges 3,751 2,556 Accrued utilities 450 — Deferred rent — 712 Other accrued liabilities 1,474 37 Total accrued liabilities $ 11,003 $ 8,392 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The current portion of long-term debt consists of the following: March 31, 2019 December 31, 2018 Finance leases $ 92 $ 90 Notes payable 1,240 739 Total current portion of long-term debt $ 1,332 $ 829 Long-term debt, net of current portion consists of the following: March 31, 2019 December 31, 2018 Credit Facility $ 46,569 $ 44,255 Finance leases 523 547 Notes payable 4,204 3,091 Total long-term debt, net of current portion $ 51,296 $ 47,893 Credit Facility On February 22, 2019, we entered into an agreement with the existing lenders on the Credit Facility to, among other things, (i) extend the maturity date of the Credit Facility to June 30, 2020 and (ii) reduce the total capacity to $50,000 by December 31, 2019. The outstanding balance on the Credit Facility is included in long-term liabilities on our consolidated balance sheet at December 31, 2018. As of March 31, 2019 and December 31, 2018 , $47,500 and $44,500 , respectively, were outstanding under the Credit Facility and the Company was in compliance with all covenants. As of March 31, 2019 , the total undrawn availability was $12,500 . As of March 31, 2019 and December 31, 2018 , gross deferred financing fees of $1,558 and $728 are presented as a discount to the carrying value of the debt and the unamortized amount is presented as a reduction of long-term debt on the consolidated balance sheet. Certain deferred financing costs incurred when there was no balance on the Credit Facility are included in Other assets on the consolidated balance sheet. Accretion of debt discount of $145 and $56 is included in interest expense for the three months ended March 31, 2019 and 2018 , respectively. Amortization expense of the deferred financing charges of $63 and $60 is included in interest expense for the three months ended March 31, 2019 and 2018 , respectively. March 31, 2019 December 31, 2018 Revolving credit facility $ 47,500 $ 44,500 Less: Debt discount, net (931 ) (245 ) Revolving credit facility, net $ 46,569 $ 44,255 |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Current Period Disclosures under ASC 842 Lessee At March 31, 2019 , the operating and financing components of the Company's right-of-use assets and lease liabilities on the consolidated balance sheet are as follows: Balance Sheet Location March 31, 2019 Right-of-use assets Operating Operating right-of-use assets $ 34,329 Financing Property, plant and equipment, net 554 Total right-of use assets $ 34,883 Lease liabilities Operating Operating lease liabilities, current and long-term portions $ 34,893 Financing Long-term debt, current and long-term portions 615 Total lease liabilities $ 35,508 Operating lease costs are recorded in a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Finance lease cost Amortization of right-of-use assets $ 30 Interest on lease liabilities 11 Operating lease cost 3,107 Short-term lease cost 14 Total lease cost $ 3,162 Other information related to the Company’s leasing activity for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 10 Operating cash flows used for operating leases $ 3,015 Financing cash flows used for finance leases $ 22 Right-of-use assets obtained in exchange for new finance lease liabilities $ — Right-of-use assets recorded upon adoption $ 35,939 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,042 Weighted average remaining lease term - finance leases 4.5 years Weighted average discount rate - finance leases 6.87 % Weighted average remaining lease term - operating leases 3.2 years Weighted average discount rate - operating leases 5.50 % Maturities of the Company’s lease liabilities as of March 31, 2019 are as follows: Year Operating Leases Finance Leases Total Remainder of 2019 $ 11,514 $ 166 $ 11,680 2020 11,685 146 11,831 2021 8,315 146 8,461 2022 3,977 146 4,123 2023 1,394 102 1,496 Thereafter 888 — 888 Total cash lease payments 37,773 706 38,479 Less: amounts representing interest (2,880 ) (91 ) (2,971 ) Total lease liabilities $ 34,893 $ 615 $ 35,508 Prior period disclosures under ASC 840 Capital Leases The Company entered into various lease arrangements to lease equipment. Equipment cost of $657 has been capitalized and included in the Company’s property, plant and equipment as of December 31, 2018 . Depreciation expense under leased assets was approximately $55 for the three months ended March 31, 2018 . Operating Leases Expense related to operating leases and other rental agreements was $2,705 for three months ended March 31, 2018 . Lease expense related to railcars is included in cost of goods sold in the condensed consolidated income statements. |
Leases | Leases Current Period Disclosures under ASC 842 Lessee At March 31, 2019 , the operating and financing components of the Company's right-of-use assets and lease liabilities on the consolidated balance sheet are as follows: Balance Sheet Location March 31, 2019 Right-of-use assets Operating Operating right-of-use assets $ 34,329 Financing Property, plant and equipment, net 554 Total right-of use assets $ 34,883 Lease liabilities Operating Operating lease liabilities, current and long-term portions $ 34,893 Financing Long-term debt, current and long-term portions 615 Total lease liabilities $ 35,508 Operating lease costs are recorded in a single expense on the income statement and allocated to the right-of-use assets and the related lease liabilities as depreciation expense and interest expense, respectively. Lease cost recognized in the consolidated income statement for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Finance lease cost Amortization of right-of-use assets $ 30 Interest on lease liabilities 11 Operating lease cost 3,107 Short-term lease cost 14 Total lease cost $ 3,162 Other information related to the Company’s leasing activity for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 10 Operating cash flows used for operating leases $ 3,015 Financing cash flows used for finance leases $ 22 Right-of-use assets obtained in exchange for new finance lease liabilities $ — Right-of-use assets recorded upon adoption $ 35,939 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,042 Weighted average remaining lease term - finance leases 4.5 years Weighted average discount rate - finance leases 6.87 % Weighted average remaining lease term - operating leases 3.2 years Weighted average discount rate - operating leases 5.50 % Maturities of the Company’s lease liabilities as of March 31, 2019 are as follows: Year Operating Leases Finance Leases Total Remainder of 2019 $ 11,514 $ 166 $ 11,680 2020 11,685 146 11,831 2021 8,315 146 8,461 2022 3,977 146 4,123 2023 1,394 102 1,496 Thereafter 888 — 888 Total cash lease payments 37,773 706 38,479 Less: amounts representing interest (2,880 ) (91 ) (2,971 ) Total lease liabilities $ 34,893 $ 615 $ 35,508 Prior period disclosures under ASC 840 Capital Leases The Company entered into various lease arrangements to lease equipment. Equipment cost of $657 has been capitalized and included in the Company’s property, plant and equipment as of December 31, 2018 . Depreciation expense under leased assets was approximately $55 for the three months ended March 31, 2018 . Operating Leases Expense related to operating leases and other rental agreements was $2,705 for three months ended March 31, 2018 . Lease expense related to railcars is included in cost of goods sold in the condensed consolidated income statements. |
Asset Retirement Obligation
Asset Retirement Obligation | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | Asset Retirement Obligation The Company had a post-closure reclamation and site restoration obligation of $12,253 as of March 31, 2019 . The following is a reconciliation of the total reclamation liability for asset retirement obligations. Balance at December 31, 2018 $ 13,322 Additions and revisions of prior estimates (113 ) Accretion expense 279 Settlement of liability (1,235 ) Balance at March 31, 2019 $ 12,253 |
Revenue Revenue (Notes)
Revenue Revenue (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated. Three Months Ended March 31, 2019 2018 Revenue Percentage of Total Revenue Revenue Percentage of Total Revenue Sand sales revenue $ 21,147 41 % $ 22,287 52 % Reservation revenue 4,500 9 % 6,628 16 % Shortfall revenue 5,756 11 % — — % Logistics revenue 20,372 39 % 13,713 32 % Total revenues $ 51,775 100 % $ 42,628 100 % The Company recorded $4,095 of deferred revenue on the balance sheet on December 31, 2018 , of which $1,017 has been recognized in the three months ended March 31, 2019 and the Company expects to recognize $578 in 2019 and the remainder in 2020. Segment Information Reportable operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company and the Chief Executive Officer view the Company’s operations and manage its business, including the recently acquired logistics assets and wellsite proppant storage solutions business, as one reportable operating segment. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic net income per share of common stock is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the dilutive effects of restricted stock. Diluted net income per share of common stock is computed by dividing the net income attributable to common stockholders by the sum of the weighted-average number of shares of common stock outstanding during the period plus the potential dilutive effects of restricted stock outstanding during the period calculated in accordance with the treasury stock method, although restricted stock is excluded if their effect is anti-dilutive. The number of shares underlying equity-based awards that were excluded from the calculation of diluted earnings per share as their effect would be anti-dilutive was 978 and 252 for the three months ended March 31, 2019 and 2018 , respectively. The following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share. Three Months Ended March 31, 2019 2019 2018 Weighted average common shares outstanding 39,997 40,412 Assumed conversion of restricted stock — 29 Diluted weighted average common stock outstanding 39,997 40,441 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan In May 2012, the Board approved the 2012 Equity Incentive Plan (“2012 Plan”), which provides for the issuance of equity awards of up to a maximum of 440 shares of the Company’s common stock to employees, non-employee members of the Board, and consultants of the Company. During 2014, the 2012 Plan was amended to provide for the issuance of equity awards of up to 880 shares of the Company’s common stock. The awards can be issued in the form of incentive stock options, non-qualified stock options or restricted stock, and have expiration dates of 5 or 10 years after issuance, depending on whether the recipient already holds above 10% of the voting power of all classes of the Company’s shares. The exercise price will be based on the fair market value of the share on the date of issuance; vesting periods will be determined by the board upon issuance of the equity award. Subsequent to the Company’s initial public offering, no additional equity awards were made under the 2012 Plan. In November 2016, in connection with its initial public offering, the Company adopted the 2016 Omnibus Incentive Plan (“2016 Plan”) which provides for the issuance of equity awards of up to a maximum of 3,911 shares of the Company’s common stock to employees, non-employee members of the board and consultants of the Company. Together the 2012 Plan and the 2016 Plan are referenced to as the “Plans”. During the three months ended March 31, 2019 and 2018 , 10 and 20 shares of restricted stock were issued under the Plans, respectively. The grant date fair value per share of all the outstanding restricted stock was $2.90 - $19.00 . The shares vest over one to five years from their respective grant dates. For equity awards issued under the 2016 Plan, the grant date fair value was either the actual market price of the Company’s shares or an adjusted price using a Monte Carlo simulation for awards subject to the Company’s performance as compared to a defined peer group. For equity awards issued under the 2012 Plan, the grant date fair value was calculated based on a weighted analysis of (i) publicly-traded companies in a similar line of business to the Company (market comparable method)—Level 2 inputs, and (ii) discounted cash flows of the Company—Level 3 inputs. The Company recognized, in operating expenses on the consolidated income statements, $790 and $590 of compensation expense for the restricted stock during the three months ended March 31, 2019 and 2018 , respectively. At March 31, 2019 , the Company had unrecognized compensation expense of $2,970 related to granted but unvested stock awards, which is to be recognized as follows: 2020 $ 1,873 2021 838 2022 258 2023 1 $ 2,970 The following table summarizes restricted stock activity under the Plans from December 31, 2018 through March 31, 2019 : Number of Shares Weighted Average Unvested, December 31, 2018 1,027 $ 9.83 Granted 10 $ 2.90 Vested (31 ) $ 15.30 Forfeited (18 ) $ 6.38 Unvested, March 31, 2019 988 $ 9.54 Employee Stock Purchase Plan Shares of the Company’s common stock may be purchased by eligible employees under the Company’s 2016 Employee Stock Purchase Plan in six -month intervals at a purchase price equal to at least 85% of the lesser of the fair market value of the Company’s common stock on either the first day or the last day of each six -month offering period. Employee purchases may not exceed 20% of their gross compensation during an offering period. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company calculates its interim income tax provision by estimating the annual expected effective tax rate and applying that rate to its ordinary year to date earnings or loss. In addition, the effect of changes in enacted tax laws, rates or tax status is recognized in the interim period in which the change occurs. For the three months ended March 31, 2019 and 2018 , the effective tax rate was approximately 19.5% and 19.2% , respectively, based on the annual effective tax rate net of discrete federal and state taxes. For the three months ended March 31, 2019 and 2018 , the statutory tax rate was 21.0% . The computation of the effective tax rate includes modifications from the statutory rate such as income tax credits, among other items. In assessing the realizability of deferred tax assets, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. At March 31, 2019 and December 31, 2018 , based on the Company’s future income projections and reversal of taxable temporary differences, management determined it was more likely than not that the Company will be able to realize the benefits of the deductible temporary differences. As of March 31, 2019 and December 31, 2018 , the Company determined no valuation allowance was necessary. The Company has evaluated its tax positions taken as of March 31, 2019 and December 31, 2018 and believes all positions taken would be upheld under examination from income taxing authorities. Therefore, no liability for the effects of uncertain tax positions has been recorded in the accompanying consolidated balance sheets as of March 31, 2019 or December 31, 2018 . The Company is open to examination by taxing authorities beginning with the 2014 tax year. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations As of March 31, 2019 , four customers accounted for 74% of the Company’s total accounts receivable. As of December 31, 2018 , four customers accounted for 89% of the Company’s total accounts receivable. During the three months ended March 31, 2019 , 65% of the Company’s revenues were earned from three customers. During the three months ended March 31, 2018 , 67% of the Company’s revenues were earned from four customers. As of March 31, 2019 , three vendors accounted for 37% of the Company’s accounts payable. As of December 31, 2018 , one vendor accounted for 16% of the Company’s accounts payable. During the three months ended March 31, 2019 , three suppliers accounted for 65% of the Company’s cost of goods sold. During the three months ended March 31, 2018 , one supplier accounted for 37% of the Company’s cost of goods sold. Currently, the Company’s inventory and operations are primarily located in Wisconsin. There is a risk of loss if there are significant environmental, legal or economic changes to this geographic area. The Company primarily utilizes one third-party rail company to ship its products to customers from its plant. There is a risk of business loss if there are significant impacts to this third party’s operations. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Future Minimum Commitments The Company is obligated under certain contracts for minimum payments for the right to use land for extractive activities, which is not within the scope of leases under ASC 842. Future minimum annual commitments under such contracts at March 31, 2019 are as follows: Remainder of 2019 $ 833 2020 2,275 2021 2,275 2022 2,275 2023 2,275 Thereafter 31,850 Total $ 41,783 Litigation In addition to the matters described below, we may be subject to various legal proceedings, claims and governmental inspections, audits or investigations arising out of the Company’s operations in the normal course of business, which cover matters such as general commercial, governmental and trade regulations, product liability, environmental, intellectual property, employment and other actions. Although the outcomes of these routine claims cannot be predicted with certainty, in the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial statements. For the three months ended March 31, 2019, the Company recorded $5,718 of revenue from customers with which we have pending litigation. As of March 31, 2019, $17,078 of accounts and unbilled receivables were from customers with which we have pending litigation. U.S. Well Services, LLC On January 14, 2019, Smart Sand, Inc. (plaintiff) filed suit against U.S. Well Services, LLC (defendant) in the Superior Court of the State of Delaware in and for New Castle County (C.A. No. N19C-01-144-PRW [CCLD]). In the suit, plaintiff alleges that defendant is in breach of contract for failure to pay amounts due and payable under a long-term take-or-pay Master Product Purchase Agreement and coterminous Railcar Usage Agreement and is seeking unspecified monetary damages and other appropriate relief. Plaintiff is also seeking a declaratory judgment that the relevant agreements are continuing in full force and effect despite defendant’s purported notice of termination to the contrary. Defendant has filed an Amended Answer, Affirmative Defenses and Counterclaim seeking unspecified monetary damages and declaratory relief. The Company intends to both vigorously prosecute its claims and defend against U.S. Well’s counterclaims. At this time, the Company is unable to express an opinion as to the likely outcome of the matter. Amounts recorded as accounts and unbilled receivables in the financial statements do not represent the full amounts sought in this lawsuit. Schlumberger Technology Corporation On January 3, 2019, Smart Sand, Inc. (plaintiff) filed suit against Schlumberger Technology Corporation (defendant) in the District Court of Harris County, Texas (Case No. 2019-00557). In the suit, plaintiff alleges that defendant is in breach of contract for failure to pay amounts due and payable under a long-term take-or-pay Master Product Purchase Agreement and is seeking unspecified monetary damages and other appropriate relief. Defendant has filed an Answer, Affirmative Defenses and Counterclaim seeking unspecified monetary damages and declaratory relief. The Company intends to both vigorously prosecute its claims and defend against defendant’s counterclaims. At this time, the Company is unable to express an opinion as to the likely outcome of the matter. Amounts recorded as accounts and unbilled receivables in the financial statements do not represent the full amounts sought in this lawsuit. The Company is periodically involved in litigation and claims incidental to its operation. Management believes that any pending litigation will not have a material impact to the Company’s financial position. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | Basis of Presentation and Consolidation The accompanying unaudited quarterly condensed consolidated financial statements (“interim statements”) of the Company are presented in accordance with the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q and therefore do not include all the information and notes required by accounting principles generally sccepted in the United States (“U.S. GAAP”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. All adjustments are of a normal recurring nature. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. The consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2018 . These interim statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2018 . |
Segment Information | Segment Information Reportable operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company and the Chief Executive Officer view the Company’s operations and manage its business, including the recently acquired logistics assets and wellsite proppant storage solutions business, as one reportable operating segment. |
Reclassification | Certain 2018 balance sheet items have been reclassified to conform to the current financial statement presentation. These reclassifications have no effect on previously reported net income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and related amendments, which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-02 and its related updates using the optional transition practical expedients, which allow the Company to use the existing lease population, classification and determination of initial direct costs when calculating the lease liability and right-of-use asset balances. The Company also used the optional transition method, which allows the Company to initially apply the new standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. There was no adjustment made to the opening balance of retained earnings. The Company has implemented new accounting policies and software to facilitate the recording and reporting of lease transactions and balances. The Company recorded initial operating right-of-use assets of $35,939 and related lease liabilities of $36,484 on its consolidated balance sheet on January 1, 2019. New disclosures are included in Note 9 to these interim financial statements. Not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which modifies disclosure requirements for fair value measurements by removing the disclosure of the valuation process for Level 3 fair value measurements, among other disclosure modifications. The guidance is effective for the Company beginning after December 15, 2019, although early adoption is permitted. Companies are permitted to remove or modify disclosures upon issuance while delaying adoption of the additional disclosures. The Company is currently evaluating the effects of ASU 2018-13 on its consolidated financial statements. Changes to Accounting Policies Leases - Lessee The Company uses leases primarily to procure certain office space, railcars and heavy equipment as part of its operations. The majority of its lease payments are fixed and determinable with certain of its lease payments containing immaterial variable payments based on the number of hours the equipment is used. Certain of its leases have options that allow for renewal at market rates, purchase at fair market value or termination of the lease. The Company must determine that it is reasonably certain that a lease option will be exercised for such an option to be included in the right-of-use asset or lease liability. The Company is not reasonably certain that any of its lease options will be exercised and, as such, has not included those options in its right-of-use assets or lease liabilities. Certain of its equipment leases contain residual value guarantees which guarantee various parts of heavy equipment will have a remaining life when the equipment is returned to the lessor. It is possible that the Company could owe additional amounts to the lessor upon return of equipment. There are no restrictions or covenants imposed by any of the Company's leases. The Company evaluates contracts during the negotiation process and when they are executed to determine the existence of leases. A contract contains a lease when it conveys the right to use property, plant or equipment for a stated period of time in exchange for consideration. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense on a straight-line basis over the term of the lease. The Company evaluates the classification of its leases at the commencement date and includes both lease and non-lease components in its calculation of consideration in the contract for all classes of operating leases. The Company applies a single discount rate to all operating leases. The Company determined its incremental borrowing rate based on an average of collateralized borrowing rates offered by various lenders. The Company considered the nature of the assets and the life of the leases and determined that there is no significant difference in the incremental borrowing rate. See Note 9 — Leases for additional disclosures regarding the Company’s leasing activity. Leases - Lessor The Company manufactures equipment and offers for lease its wellsite proppant storage solutions. The Company negotiates the terms of its leases on a case-by-case basis. There are no significant options that are reasonably certain to be exercised, residual value guarantees, restrictions or covenants in its lease contracts and have, therefore, not been included in its accounting for the leases. There are currently no contracts in place that meet the definition of a lease. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of useful lives of property, plant and equipment | The acquisition cost has been allocated to the Company’s fixed assets as set forth below. Machinery, equipment and tooling $ 1,478 Plant and building 1,407 Railroad and sidings 9,926 Land improvements 2,738 Total assets acquired $ 15,549 Net property, plant and equipment consisted of: March 31, 2019 December 31, 2018 Machinery, equipment and tooling $ 15,327 $ 14,858 Wellsite proppant storage solutions 7,805 5,286 Vehicles 1,983 1,955 Furniture and fixtures 1,175 1,140 Plant and building 159,785 158,882 Real estate properties 4,621 4,601 Railroad and sidings 27,347 27,347 Land and land improvements 27,395 27,167 Asset retirement obligation 16,356 16,469 Mineral properties 10,075 10,075 Deferred mining costs 1,806 1,806 Construction in progress 24,027 21,619 297,702 291,205 Less: accumulated depreciation and depletion 48,569 42,809 Total property, plant and equipment, net $ 249,133 $ 248,396 |
Schedule of assets acquired and liabilities assumed | The Company’s allocation of the purchase price in connection with the acquisition was calculated as follows: Fair Value Useful Life (in years) Assets Acquired Accounts receivable $ 112 Inventory 1,700 Prepaid expenses and other current assets 126 Total current assets acquired $ 1,938 Property, plant and equipment 740 Customer relationships 270 1 year Developed technology 18,800 13 years Trade name 900 Indefinite Goodwill 16,935 Other assets 225 Total non-current assets acquired 37,870 Total assets acquired $ 39,808 Liabilities Assumed Accounts payable $ 331 Accrued and other expenses 399 Total liabilities assumed 730 Estimated fair value of net assets acquired $ 39,078 |
Schedule of consideration transferred | The table below presents the calculation of the total purchase consideration. Base price - cash $ 30,000 Contingent consideration – earnout 9,200 Working capital adjustment (122 ) Total purchase consideration $ 39,078 |
Schedule of contingent consideration | The Company’s financial instruments remeasured and carried at fair value were as follows: March 31, 2019 Level 1 Level 2 Level 3 Contingent consideration $ 5,500 $ — $ — $ 5,500 Total liabilities $ 5,500 $ — $ — $ 5,500 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories Sand inventories consisted of the following: March 31, 2019 December 31, 2018 Raw material $ 978 $ 1,201 Work in progress 8,401 10,070 Finished goods 3,047 4,648 Spare parts 1,145 1,356 Total sand inventory $ 13,571 $ 17,275 Wellsite proppant storage solutions inventory represents work in progress inventory related to existing arrangements at the time the Company acquired Quickthree and consisted of the following: March 31, 2019 December 31, 2018 Work in progress $ — $ 1,300 Total wellsite proppant storage solutions inventory $ — $ 1,300 Total inventory $ 13,571 $ 18,575 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of net property, plant and equipment | The acquisition cost has been allocated to the Company’s fixed assets as set forth below. Machinery, equipment and tooling $ 1,478 Plant and building 1,407 Railroad and sidings 9,926 Land improvements 2,738 Total assets acquired $ 15,549 Net property, plant and equipment consisted of: March 31, 2019 December 31, 2018 Machinery, equipment and tooling $ 15,327 $ 14,858 Wellsite proppant storage solutions 7,805 5,286 Vehicles 1,983 1,955 Furniture and fixtures 1,175 1,140 Plant and building 159,785 158,882 Real estate properties 4,621 4,601 Railroad and sidings 27,347 27,347 Land and land improvements 27,395 27,167 Asset retirement obligation 16,356 16,469 Mineral properties 10,075 10,075 Deferred mining costs 1,806 1,806 Construction in progress 24,027 21,619 297,702 291,205 Less: accumulated depreciation and depletion 48,569 42,809 Total property, plant and equipment, net $ 249,133 $ 248,396 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | The following table summarizes the Company’s intangible assets as of March 31, 2019 and December 31, 2018 : Estimated Useful Life (Years) Gross Carrying Amount at December 31, 2018 Accumulated Amortization Net Book Value at March 31, 2019 Developed technology 13 $ 18,800 $ 1,205 $ 17,595 Customer relationships 1 270 225 45 $ 19,070 $ 1,430 $ 17,640 |
Schedule of future amortization of finite lived intangible assets | The table below reflects the future estimated amortization expense for amortizable intangible assets as of March 31, 2019 . Remainder of 2019 $ 1,130 2020 1,446 2021 1,446 2022 1,446 2023 1,446 Thereafter 10,726 Total $ 17,640 |
(Tables)
(Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Expenses | Accrued and Other Expenses Accrued and other expenses were comprised of the following: March 31, 2019 December 31, 2018 Employee related expenses $ 2,518 $ 1,894 Accrued construction related expenses 386 948 Accrued professional fees 569 465 Accrued royalties 1,855 1,780 Accrued freight and delivery charges 3,751 2,556 Accrued utilities 450 — Deferred rent — 712 Other accrued liabilities 1,474 37 Total accrued liabilities $ 11,003 $ 8,392 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The current portion of long-term debt consists of the following: March 31, 2019 December 31, 2018 Finance leases $ 92 $ 90 Notes payable 1,240 739 Total current portion of long-term debt $ 1,332 $ 829 Long-term debt, net of current portion consists of the following: March 31, 2019 December 31, 2018 Credit Facility $ 46,569 $ 44,255 Finance leases 523 547 Notes payable 4,204 3,091 Total long-term debt, net of current portion $ 51,296 $ 47,893 |
Credit Facility Detail | As of March 31, 2019 and December 31, 2018 , gross deferred financing fees of $1,558 and $728 are presented as a discount to the carrying value of the debt and the unamortized amount is presented as a reduction of long-term debt on the consolidated balance sheet. Certain deferred financing costs incurred when there was no balance on the Credit Facility are included in Other assets on the consolidated balance sheet. Accretion of debt discount of $145 and $56 is included in interest expense for the three months ended March 31, 2019 and 2018 , respectively. Amortization expense of the deferred financing charges of $63 and $60 is included in interest expense for the three months ended March 31, 2019 and 2018 , respectively. March 31, 2019 December 31, 2018 Revolving credit facility $ 47,500 $ 44,500 Less: Debt discount, net (931 ) (245 ) Revolving credit facility, net $ 46,569 $ 44,255 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | At March 31, 2019 , the operating and financing components of the Company's right-of-use assets and lease liabilities on the consolidated balance sheet are as follows: Balance Sheet Location March 31, 2019 Right-of-use assets Operating Operating right-of-use assets $ 34,329 Financing Property, plant and equipment, net 554 Total right-of use assets $ 34,883 Lease liabilities Operating Operating lease liabilities, current and long-term portions $ 34,893 Financing Long-term debt, current and long-term portions 615 Total lease liabilities $ 35,508 |
Lease, Cost | Lease cost recognized in the consolidated income statement for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Finance lease cost Amortization of right-of-use assets $ 30 Interest on lease liabilities 11 Operating lease cost 3,107 Short-term lease cost 14 Total lease cost $ 3,162 Other information related to the Company’s leasing activity for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for finance leases $ 10 Operating cash flows used for operating leases $ 3,015 Financing cash flows used for finance leases $ 22 Right-of-use assets obtained in exchange for new finance lease liabilities $ — Right-of-use assets recorded upon adoption $ 35,939 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,042 Weighted average remaining lease term - finance leases 4.5 years Weighted average discount rate - finance leases 6.87 % Weighted average remaining lease term - operating leases 3.2 years Weighted average discount rate - operating leases 5.50 % |
Finance Lease, Liability, Maturity | Maturities of the Company’s lease liabilities as of March 31, 2019 are as follows: Year Operating Leases Finance Leases Total Remainder of 2019 $ 11,514 $ 166 $ 11,680 2020 11,685 146 11,831 2021 8,315 146 8,461 2022 3,977 146 4,123 2023 1,394 102 1,496 Thereafter 888 — 888 Total cash lease payments 37,773 706 38,479 Less: amounts representing interest (2,880 ) (91 ) (2,971 ) Total lease liabilities $ 34,893 $ 615 $ 35,508 |
Lessee, Operating Lease, Liability, Maturity | Maturities of the Company’s lease liabilities as of March 31, 2019 are as follows: Year Operating Leases Finance Leases Total Remainder of 2019 $ 11,514 $ 166 $ 11,680 2020 11,685 146 11,831 2021 8,315 146 8,461 2022 3,977 146 4,123 2023 1,394 102 1,496 Thereafter 888 — 888 Total cash lease payments 37,773 706 38,479 Less: amounts representing interest (2,880 ) (91 ) (2,971 ) Total lease liabilities $ 34,893 $ 615 $ 35,508 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Reconciliation of total reclamation liability for asset retirement obligations | The following is a reconciliation of the total reclamation liability for asset retirement obligations. Balance at December 31, 2018 $ 13,322 Additions and revisions of prior estimates (113 ) Accretion expense 279 Settlement of liability (1,235 ) Balance at March 31, 2019 $ 12,253 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Disaggregation of Revenue The following table presents the Company’s revenues disaggregated by type and percentage of total revenues for the periods indicated. Three Months Ended March 31, 2019 2018 Revenue Percentage of Total Revenue Revenue Percentage of Total Revenue Sand sales revenue $ 21,147 41 % $ 22,287 52 % Reservation revenue 4,500 9 % 6,628 16 % Shortfall revenue 5,756 11 % — — % Logistics revenue 20,372 39 % 13,713 32 % Total revenues $ 51,775 100 % $ 42,628 100 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | he following table reconciles the weighted-average common shares outstanding used in the calculation of basic net income per share to the weighted average common shares outstanding used in the calculation of diluted net income per share. Three Months Ended March 31, 2019 2019 2018 Weighted average common shares outstanding 39,997 40,412 Assumed conversion of restricted stock — 29 Diluted weighted average common stock outstanding 39,997 40,441 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unrecognized compensation expense is expected to be recognized | At March 31, 2019 , the Company had unrecognized compensation expense of $2,970 related to granted but unvested stock awards, which is to be recognized as follows: 2020 $ 1,873 2021 838 2022 258 2023 1 $ 2,970 |
Summary of restricted stock activity | The following table summarizes restricted stock activity under the Plans from December 31, 2018 through March 31, 2019 : Number of Shares Weighted Average Unvested, December 31, 2018 1,027 $ 9.83 Granted 10 $ 2.90 Vested (31 ) $ 15.30 Forfeited (18 ) $ 6.38 Unvested, March 31, 2019 988 $ 9.54 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure | Future minimum annual commitments under such contracts at March 31, 2019 are as follows: Remainder of 2019 $ 833 2020 2,275 2021 2,275 2022 2,275 2023 2,275 Thereafter 31,850 Total $ 41,783 |
Organization and Nature of Bu_2
Organization and Nature of Business (Detail) T in Millions | May 31, 2018T |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Processing capacity | 5.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Finance lease, right-of-use asset | $ 554 | |
Operating lease liabilities, current and long-term portions | $ 34,893 | |
Accounting Standards Update 2016-02 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Finance lease, right-of-use asset | $ 35,939 | |
Operating lease liabilities, current and long-term portions | $ 36,484 |
Acquisitions - Van Hook Crude A
Acquisitions - Van Hook Crude Acquisition Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 15, 2018 |
Business Acquisition [Line Items] | |||
Total assets acquired | $ 297,702 | $ 291,205 | $ 15,549 |
Machinery, equipment and tooling | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 15,327 | 14,858 | 1,478 |
Plant and buildings | |||
Business Acquisition [Line Items] | |||
Total assets acquired | 159,785 | 158,882 | 1,407 |
Railroad and sidings | |||
Business Acquisition [Line Items] | |||
Total assets acquired | $ 27,347 | $ 27,347 | 9,926 |
Land improvements | |||
Business Acquisition [Line Items] | |||
Total assets acquired | $ 2,738 |
Acquisitions - Quickthree Solut
Acquisitions - Quickthree Solutions, Inc. (Details) - USD ($) | Jun. 01, 2018 | Mar. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 0 | $ 0 | ||
Payments to acquire assets | $ 15,549,000 | |||
Quickthree Solutions | ||||
Business Acquisition [Line Items] | ||||
Purchase agreement amount | $ 30,000,000 | |||
Consideration transferred, adjustment | $ 12,750,000 | |||
Adjustment period | 3 years |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Transferred (Details) $ in Thousands | Jun. 01, 2018USD ($) | Mar. 31, 2019USD ($)manufactured_units | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Contingent consideration – earnout | $ 5,500 | $ 7,167 | |
Fair value adjustment | 967 | ||
Contingent consideration | $ 5,500 | ||
Quickthree Solutions | |||
Business Acquisition [Line Items] | |||
Base price - cash | $ 30,000 | ||
Contingent consideration – earnout | 9,200 | ||
Working capital adjustment | (122) | ||
Total purchase consideration | 39,078 | ||
Contingent consideration | $ 9,200 | ||
Minimum | Quickthree Solutions | |||
Business Acquisition [Line Items] | |||
Units Used In Calculation | manufactured_units | 10 | ||
Maximum | Quickthree Solutions | |||
Business Acquisition [Line Items] | |||
Units Used In Calculation | manufactured_units | 54 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - Quickthree Solutions $ in Thousands | Jun. 01, 2018USD ($) |
Assets Acquired | |
Accounts receivable | $ 112 |
Inventory | 1,700 |
Prepaid expenses and other current assets | 126 |
Total current assets acquired | 1,938 |
Property, plant and equipment | 740 |
Goodwill | 16,935 |
Other assets | 225 |
Total non-current assets acquired | 37,870 |
Total assets acquired | 39,808 |
Liabilities Assumed | |
Accounts payable | 331 |
Accrued and other expenses | 399 |
Total liabilities assumed | 730 |
Estimated fair value of net assets acquired | 39,078 |
Trade name | |
Assets Acquired | |
Trade name | 900 |
Customer relationships | |
Assets Acquired | |
Intangibles | $ 270 |
Liabilities Assumed | |
Useful Life (in years) | 1 year |
Developed technology | |
Assets Acquired | |
Intangibles | $ 18,800 |
Liabilities Assumed | |
Useful Life (in years) | 13 years |
Acquisitions Fair Value of Fina
Acquisitions Fair Value of Financial Instruments Carried at Fair Value (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 5,500 |
Total liabilities | 5,500 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 0 |
Total liabilities | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 0 |
Total liabilities | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | 5,500 |
Total liabilities | $ 5,500 |
Acquisitions Fair Value Reconci
Acquisitions Fair Value Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value adjustment | $ (967) |
Quickthree Technology LLC | Contingent Consideration | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2018 | 7,167 |
Payment of contingent consideration | (700) |
Balance as of September 30, 2018 | $ 5,500 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Total inventory | $ 13,571 | $ 18,575 |
Sand | ||
Inventory [Line Items] | ||
Raw material | 978 | 1,201 |
Work in progress | 8,401 | 10,070 |
Finished goods | 3,047 | 4,648 |
Spare parts | 1,145 | 1,356 |
Total inventory | $ 13,571 | $ 17,275 |
Inventories - Schedule of Wells
Inventories - Schedule of Wellsite Storage Solutions inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Total inventory | $ 13,571 | $ 18,575 |
Wellsite storage solutions | ||
Inventory [Line Items] | ||
Work in progress | 0 | 1,300 |
Total inventory | $ 0 | $ 1,300 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Net Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 15, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 297,702 | $ 291,205 | $ 15,549 |
Less: accumulated depreciation and depletion | 48,569 | 42,809 | |
Total property, plant and equipment, net | 249,133 | 248,396 | |
Machinery, equipment and tooling | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 15,327 | 14,858 | 1,478 |
Wellsite proppant storage solutions | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,805 | 5,286 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,983 | 1,955 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,175 | 1,140 | |
Plant and building | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 159,785 | 158,882 | 1,407 |
Real estate properties | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,621 | 4,601 | |
Railroad and sidings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 27,347 | 27,347 | $ 9,926 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 27,395 | 27,167 | |
Asset retirement obligation | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,356 | 16,469 | |
Mineral properties | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 10,075 | 10,075 | |
Deferred mining costs | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,806 | 1,806 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 24,027 | $ 21,619 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expenses | $ 5,868,000 | $ 3,158,000 |
Depletion expense | 5,000 | 2,000 |
Interest expense capitalized | $ 0 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Interest expense capitalized | $ 0 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 12 years 1 month | |
Accumulated Amortization | $ 1,430 | |
Net Book Value at March 31, 2019 | 17,640 | |
Gross Carrying Amount at December 31, 2018 | $ 19,070 | |
Net Book Value at March 31, 2019 | $ 17,640 | 18,068 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 13 years | |
Gross Carrying Amount at December 31, 2018 | 18,800 | |
Accumulated Amortization | $ 1,205 | |
Net Book Value at March 31, 2019 | $ 17,595 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 1 year | |
Gross Carrying Amount at December 31, 2018 | $ 270 | |
Accumulated Amortization | $ 225 | |
Net Book Value at March 31, 2019 | $ 45 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Estimated Useful Life (Years) | 12 years 1 month | |
Amortization of intangible assets | $ 430 | $ 0 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of future amortization expense of intangible assets (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2019 | $ 1,130 |
2020 | 1,446 |
2021 | 1,446 |
2022 | 1,446 |
2023 | 1,446 |
Thereafter | 10,726 |
Total | $ 17,640 |
(Details)
(Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Employee related expenses | $ 2,518 | $ 1,894 |
Accrued construction related expenses | 386 | 948 |
Accrued professional fees | 569 | 465 |
Accrued royalties | 1,855 | 1,780 |
Accrued freight and delivery charges | 3,751 | 2,556 |
Accrued Utilities | 450 | 0 |
Deferred rent | 0 | 712 |
Other accrued liabilities | 1,474 | 37 |
Total accrued liabilities | $ 11,003 | $ 8,392 |
Credit Facility - Additional In
Credit Facility - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||
Debt fee | $ 1,558,000 | $ 728,000 | |
Accretion of debt discount | 145,000 | $ 56,000 | |
Amortization of deferred financing cost | 63,000 | $ 60,000 | |
Senior Secured Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Revolving credit facility | 47,500,000 | $ 44,500,000 | |
Undrawn availability | $ 12,500,000 |
Debt Long-Term Debt, Net (Detai
Debt Long-Term Debt, Net (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | $ 1,332,000 | $ 829,000 |
Long-term debt, net of current portion | 51,296,000 | 47,893,000 |
Senior Secured Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | 47,500,000 | 44,500,000 |
Less: Debt discount, net | (931,000) | (245,000) |
Revolving credit facility, net | 46,569,000 | 44,255,000 |
Capital Lease Obligations [Member] | ||
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | 92,000 | 90,000 |
Long-term debt, net of current portion | 523,000 | 547,000 |
Notes Payable, Other Payables [Member] | ||
Line of Credit Facility [Line Items] | ||
Current portion of long-term debt | 1,240,000 | 739,000 |
Long-term debt, net of current portion | 4,204,000 | 3,091,000 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term debt, net of current portion | $ 46,569,000 | $ 44,255,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 34,329 | $ 0 |
Property, plant and equipment, net | 554 | |
Total right-of use assets | 34,883 | |
Operating lease liabilities, current and long-term portions | 34,893 | |
Long-term debt, current and long-term portions | 615 | |
Total lease liabilities | $ 35,508 |
Leases Lease Cost (Details)
Leases Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of right-of-use assets | $ 30 |
Interest on lease liabilities | 11 |
Operating lease cost | 3,107 |
Short-term lease cost | 14 |
Total lease cost | $ 3,162 |
Leases Other Lease (Details)
Leases Other Lease (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating cash flows used for finance leases | $ 10 | |
Operating cash flows used for operating leases | 3,015 | |
Financing cash flows used for finance leases | 22 | |
Right-of-use assets obtained in exchange for new finance lease liabilities | 0 | |
Finance lease, right-of-use asset | 554 | |
Right-of-use assets recorded upon adoption | $ 2,042 | |
Weighted average remaining lease term - finance leases | 4 years 6 months | |
Weighted average discount rate - finance leases | 6.87% | |
Weighted average remaining lease term - operating leases | 3 years 2 months | |
Weighted average discount rate - operating leases | 5.50% | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Finance lease, right-of-use asset | $ 35,939 |
Leases Lease Maturities (Detail
Leases Lease Maturities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
Remainder of 2019 | $ 11,514 |
2020 | 11,685 |
2021 | 8,315 |
2022 | 3,977 |
2023 | 1,394 |
Thereafter | 888 |
Total cash lease payments | 37,773 |
Less: amounts representing interest | (2,880) |
Operating lease liabilities, current and long-term portions | 34,893 |
Finance Leases | |
Remainder of 2019 | 166 |
2020 | 146 |
2021 | 146 |
2022 | 146 |
2023 | 102 |
Thereafter | 0 |
Total cash lease payments | 706 |
Less: amounts representing interest | (91) |
Long-term debt, current and long-term portions | 615 |
Total | |
Remainder of 2019 | 11,680 |
2020 | 11,831 |
2021 | 8,461 |
2022 | 4,123 |
2023 | 1,496 |
Thereafter | 888 |
Total cash lease payments | 38,479 |
Less: amounts representing interest | 2,971 |
Total lease liabilities | $ 35,508 |
Leases Narrative (Details)
Leases Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Lessee, Lease, Description [Line Items] | ||
Lease expense | $ 2,705 | |
Equipment | ||
Lessee, Lease, Description [Line Items] | ||
Assets under equipment leases, gross | $ 657 | |
Leased assets, depreciation expense | $ 55 |
Asset Retirement Obligation - A
Asset Retirement Obligation - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Asset Retirement Obligation Disclosure [Abstract] | ||
Post-closure reclamation and site restoration obligation | $ 12,253 | $ 13,322 |
Asset Retirement Obligation - R
Asset Retirement Obligation - Reconciliation of Total Reclamation Liability for Asset Retirement Obligations (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
December 31, 2018 | $ 13,322 |
Additions and revisions of prior estimates | (113) |
Accretion expense | 279 |
Settlement of liability | (1,235) |
March 31, 2019 | $ 12,253 |
Revenue Disaggregation of Reven
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 51,775 | $ 42,628 |
Sand sales revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 21,147 | 22,287 |
Reservation Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 4,500 | 6,628 |
Shortfall Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,756 | 0 |
Logistics revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 20,372 | $ 13,713 |
Product Concentration Risk | Percentage of Total Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Product Concentration Risk | Percentage of Total Revenue | Sand sales revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 41.00% | 52.00% |
Product Concentration Risk | Percentage of Total Revenue | Reservation Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 9.00% | 16.00% |
Product Concentration Risk | Percentage of Total Revenue | Shortfall Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 11.00% | 0.00% |
Product Concentration Risk | Percentage of Total Revenue | Logistics revenue | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 39.00% | 32.00% |
Revenue Reportable Segments (De
Revenue Reportable Segments (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 1 |
Revenue Deferred Revenue (Detai
Revenue Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 5,005 | $ 4,095 |
Deferred Revenue, Revenue Recognized | 1,017 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction Period 1 | $ 578 |
Earnings Per Share Anti-dilutiv
Earnings Per Share Anti-dilutive Awards Excluded from Calculation (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 978 | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Basic (in shares) | 39,997 | 40,412 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 29 |
Weighted Average Number of Shares Outstanding, Diluted | 39,997 | 40,441 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Nov. 30, 2016 | Dec. 31, 2014 | May 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense | $ 2,970 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock shares issued (in shares) | 10,000 | ||||
Grant date fair value per share (in dollars per share) | $ 2.90 | ||||
2012 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares authorized for issuance (in shares) | 880,000 | 440,000 | |||
2012 Equity Incentive Plan | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock shares issued (in shares) | 10,000 | 20,000 | |||
Stock compensation expense recognized | $ 790 | $ 590 | |||
2012 Equity Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 5 years | ||||
Percent of voting power | 10.00% | ||||
Shares vest over period | 1 year | ||||
2012 Equity Incentive Plan | Minimum | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value per share (in dollars per share) | $ 2.90 | ||||
2012 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
2012 Equity Incentive Plan | Maximum | Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value per share (in dollars per share) | $ 19 | ||||
Shares vest over period | 5 years | ||||
2016 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock shares authorized for issuance (in shares) | 3,911,000 | ||||
2016 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Purchase interval period | 6 months | ||||
Percentage of purchase price to fair market value | 85.00% | ||||
Percentage of purchase limit on gross compensation | 20.00% |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Compensation Expense is to be Recognized (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Unrecognized stock based compensation expense | $ 2,970 |
2019 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Unrecognized stock based compensation expense | 1,873 |
2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Unrecognized stock based compensation expense | 838 |
2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Unrecognized stock based compensation expense | 258 |
2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Unrecognized stock based compensation expense | $ 1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) - Restricted Stock shares in Thousands | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Shares | |
Unvested, December 31, 2017 (in shares) | shares | 1,027 |
Granted (in shares) | shares | 10 |
Vested (in shares) | shares | (31) |
Forfeited (in shares) | shares | (18) |
Unvested, September 30, 2018 (in shares) | shares | 988 |
Weighted Average | |
Unvested, December 31, 2017 (in dollars per share) | $ / shares | $ 9.83 |
Granted (in dollars per share) | $ / shares | 2.90 |
Vested (in dollars per share) | $ / shares | (15.30) |
Forfeited (in dollars per share) | $ / shares | 6.38 |
Unvested, September 30, 2018 (in dollars per share) | $ / shares | $ 9.54 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 19.50% | 19.20% | |
Liability for uncertain tax position | $ 0 | $ 0 |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Accounts Receivable | Customer Concentration Risk | Three Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 89.00% | |||
Accounts Receivable | Customer Concentration Risk | Four Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 74.00% | |||
Revenue | Customer Concentration Risk | Three Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 67.00% | |||
Revenue | Customer Concentration Risk | Five Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 65.00% | |||
Accounts Payables | Supplier Concentration Risk | Three Vendors | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 37.00% | |||
Accounts Payables | Supplier Concentration Risk | Two Vendors | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | |||
Cost of Goods Sold | Supplier Concentration Risk | Three Suppliers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 65.00% | |||
Cost of Goods Sold | Supplier Concentration Risk | One Supplier | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 37.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Annual Commitments Under Non-Lease Contracts (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 833 |
non-lease future commitment yr2 | 2,275 |
non-lease future commitment yr3 | 2,275 |
non-lease future commitment yr4 | 2,275 |
non-lease future commitment yr5 | 2,275 |
non-lease future commitment after 5 | 31,850 |
non-lease future commitment total | $ 41,783 |
Commitments and Contingencies L
Commitments and Contingencies Litigation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenues | $ 51,775 | $ 42,628 | |
Accounts receivable, net | 31,434 | $ 18,989 | |
Pending Litigation [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Revenues | 5,718 | ||
Accounts receivable, net | $ 17,078 |