Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NINE | |
Entity Registrant Name | Nine Energy Service, Inc. | |
Entity Central Index Key | 1,532,286 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 30,169,216 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 86,534 | $ 17,513 |
Accounts receivable, net | 162,437 | 99,565 |
Income taxes receivable | 84 | |
Inventories, net | 29,571 | 22,230 |
Prepaid expenses and other current assets | 7,035 | 7,929 |
Notes receivable from shareholders (Note 8) | 10,551 | |
Total current assets | 296,212 | 147,237 |
Property and equipment, net | 257,447 | 259,039 |
Goodwill | 93,756 | 93,756 |
Intangible assets, net | 57,892 | 63,545 |
Other long-term assets | 1,144 | 4,806 |
Notes receivable from shareholders (Note 8) | 10,476 | |
Total assets | 706,451 | 578,859 |
Current liabilities | ||
Current portion of long-term debt | 241,509 | |
Accounts payable | 49,497 | 29,643 |
Accrued expenses | 44,600 | 14,687 |
Current portion of capital lease obligations | 372 | |
Income taxes payable | 581 | |
Total current liabilities | 94,469 | 286,420 |
Long-term liabilities | ||
Long-term debt | 114,048 | |
Deferred income taxes | 5,983 | 5,017 |
Long-term lease obligations | 1,266 | |
Other long-term liabilities | 55 | 64 |
Total liabilities | 215,821 | 291,501 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Common stock (120,000,000 shares authorized at $.01 par value; 25,114,597 and 15,810,540 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively) | 251 | 158 |
Additional paid-in capital | 564,229 | 384,965 |
Accumulated other comprehensive loss | (4,121) | (3,684) |
Accumulated deficit | (69,729) | (94,081) |
Total stockholders’ equity | 490,630 | 287,358 |
Total liabilities and stockholders’ equity | $ 706,451 | $ 578,859 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 25,114,597 | 15,810,540 |
Common stock, shares outstanding | 25,114,597 | 15,810,540 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 218,427 | $ 148,167 | $ 597,726 | $ 389,380 |
Cost and expenses | ||||
Cost of revenues (exclusive of depreciation and amortization shown separately below) | 165,882 | 119,909 | 467,700 | 322,901 |
General and administrative expenses | 21,784 | 12,870 | 53,282 | 37,628 |
Depreciation | 13,661 | 13,150 | 39,982 | 40,326 |
Amortization of intangibles | 1,857 | 2,200 | 5,653 | 6,601 |
Loss on equity method investment | 77 | 83 | 270 | 255 |
(Gain) loss on sale of property and equipment | (1,190) | 148 | (1,701) | 4,793 |
Income (loss) from operations | 16,356 | (193) | 32,540 | (23,124) |
Other expense | ||||
Interest expense | 1,568 | 4,093 | 6,313 | 11,780 |
Total other expense | 1,568 | 4,093 | 6,313 | 11,780 |
Income (loss) before income taxes | 14,788 | (4,286) | 26,227 | (34,904) |
Provision for income taxes | 1,130 | 766 | 1,875 | 2,967 |
Net income (loss) | $ 13,658 | $ (5,052) | $ 24,352 | $ (37,871) |
Net income (loss) per share | ||||
Basic | $ 0.57 | $ (0.34) | $ 1.05 | $ (2.61) |
Diluted | $ 0.56 | $ (0.34) | $ 1.03 | $ (2.61) |
Weighted average shares outstanding | ||||
Basic | 23,971,032 | 14,992,431 | 23,264,014 | 14,492,757 |
Diluted | 24,389,295 | 14,992,431 | 23,603,922 | 14,492,757 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments, net of $0 tax in each period | $ 207 | $ (105) | $ (437) | $ (192) |
Total other comprehensive income (loss), net of tax | 207 | (105) | (437) | (192) |
Total comprehensive income (loss) | $ 13,865 | $ (5,157) | $ 23,915 | $ (38,063) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) |
Stockholders’ equity at Dec. 31, 2017 | $ 287,358 | $ 158 | $ 384,965 | $ (3,684) | $ (94,081) |
Stockholders’ equity, Shares at Dec. 31, 2017 | 15,810,540 | ||||
Issuance of common stock | 168,261 | $ 81 | 168,180 | ||
Issuances of common stock, Shares | 8,050,000 | ||||
Issuance of common stock under stock-based compensation plan | $ 11 | (11) | |||
Issuance of common stock under stock-based compensation plan, Shares | 1,171,008 | ||||
Stock-based compensation expense | 9,719 | 9,719 | |||
Exercise of stock options | 1,867 | $ 1 | 1,866 | ||
Exercise of stock options, Shares | 96,367 | ||||
Vesting of restricted stock | (790) | (790) | |||
Vesting of restricted stock, Shares | (26,361) | ||||
Other issuances of common stock | 300 | 300 | |||
Other issuances of common stock, Shares | 13,043 | ||||
Other comprehensive loss | (437) | (437) | |||
Net income | 24,352 | 24,352 | |||
Stockholders’ equity at Sep. 30, 2018 | $ 490,630 | $ 251 | $ 564,229 | $ (4,121) | $ (69,729) |
Stockholders’ equity, Shares at Sep. 30, 2018 | 25,114,597 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ 24,352 | $ (37,871) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation | 39,982 | 40,326 |
Amortization of intangibles | 5,653 | 6,601 |
Amortization of deferred financing costs | 1,191 | 1,212 |
Recovery of doubtful accounts | (319) | (7) |
Provision for deferred income taxes | 965 | 2,624 |
Provision for inventory obsolescence | 278 | 1,023 |
Stock-based compensation expense | 9,719 | 6,380 |
(Gain) loss on sale of property and equipment | (1,701) | 4,793 |
Loss on revaluation of contingent liabilities (Note 9) | 1,715 | 421 |
Loss on equity method investment | 270 | 255 |
Changes in operating assets and liabilities, net of effects from acquisitions | ||
Accounts receivable, net | (62,702) | (46,940) |
Inventories, net | (7,705) | (6,560) |
Prepaid expenses and other current assets | 1,760 | (289) |
Accounts payable and accrued expenses | 38,117 | 19,051 |
Income taxes receivable/payable | (666) | 14,577 |
Other assets and liabilities | (153) | (1,821) |
Net cash provided by operating activities | 50,756 | 3,775 |
Cash flows from investing activities | ||
Proceeds from sales of property and equipment | 1,791 | 1,078 |
Proceeds from property and equipment casualty losses | 1,743 | 97 |
Purchases of property and equipment | (29,545) | (29,991) |
Equity method investment | (1,000) | |
Net cash used in investing activities | (26,011) | (29,816) |
Cash flows from financing activities | ||
Proceeds from revolving credit facilities | 53,500 | |
Payments on revolving credit facilities | (96,182) | (37,500) |
Proceeds from term loan | 125,000 | |
Payments on term loans | (155,701) | (21,725) |
Payments on notes payable—insurance premium financing | (272) | |
Proceeds from issuance of common stock in IPO, net of offering costs | 171,450 | |
Proceeds from other issuances of common stock | 300 | 61,374 |
Proceeds from exercise of stock options | 1,867 | |
Vesting of restricted stock | (790) | |
Distribution to shareholders | (2,438) | |
Cost of debt issuance | (1,385) | (716) |
Net cash provided by financing activities | 44,559 | 52,223 |
Impact of foreign currency exchange on cash | (283) | (85) |
Net increase in cash and cash equivalents | 69,021 | 26,097 |
Cash and cash equivalents | ||
Beginning of year | 17,513 | 4,074 |
End of period | 86,534 | 30,171 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 4,363 | 10,492 |
Cash paid (refunded) for income taxes | 1,582 | (14,311) |
Capital expenditures included in accounts payable and accrued expenses | $ 11,946 | $ 8,566 |
Company and Organization
Company and Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company and Organization | 1. Company and Organization Company Description Nine Energy Service, Inc. (the “Company” or “Nine”), a Delaware corporation, is an oilfield services business that provides services integral to the completion of unconventional wells through a full range of tools and methodologies and provides a range of production enhancement and well workover services. The Company is headquartered in Houston, Texas. Magnum Acquisition On October 25, 2018, pursuant to the terms of a Securities Purchase Agreement, dated October 15, 2018 (the “Magnum Purchase Agreement”), the Company acquired all of the equity interests of Magnum Oil Tools International, LTD, Magnum Oil Tools GP, LLC and Magnum Oil Tools Canada Ltd. (such entities collectively, “Magnum” and such acquisition, the “Magnum Acquisition”) for approximately $334.5 million in upfront cash consideration, subject to customary adjustments, and 5.0 million shares of the Company’s common stock, which were issued to the sellers of Magnum in a private placement. The Magnum Purchase Agreement also includes the potential for additional future payments in cash of (i) up to 60% of net income (before interest, taxes and certain gains or losses) for the “E-Set” tools business in 2019 through 2025 and (ii) up to $25.0 million based on sales of certain dissolvable plug products in 2019. Due to the timing of the closing of the acquisition, the Company has not completed the detailed valuation work necessary to determine the required estimates of the fair value of the acquired assets and liabilities assumed and the related allocation of purchase price. The Company’s preliminary allocation of purchase price to the assets acquired will be included in the Company’s future filings. Initial Public Offering In January 2018, the Company completed its initial public offering (“IPO”) of 8,050,000 shares of common stock (including 1,050,000 shares pursuant to an over-allotment option) at a price to the public of $23.00 per share pursuant to a registration statement on Form S-1 (File 333-217601), as amended and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) Beckman Combination On February 28, 2017, pursuant to the terms and conditions of a combination agreement dated February 3, 2017, the Company merged with Beckman Production Services, Inc. (“Beckman”), and all of the issued and outstanding shares of Beckman common stock were converted into shares of common stock of Nine Energy Service, Inc. (the “Combination”). Prior to the Combination, SCF-VII, L.P. had controlled a majority of the voting interests of Nine and Beckman since February 28, 2011 and July 31, 2012, respectively. The merger of the entities into the combined company was accounted for using reorganization accounting (i.e., “as if” pooling of interest) for entities under common control. For additional information, see Note 4 – Acquisitions and Combinations. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation Condensed Consolidated Financial Information The accompanying Condensed Consolidated Financial Statements have not been audited by the Company’s independent registered public These Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2017, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nine and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Such estimates include fair value assumptions used in purchase accounting and in analyzing goodwill, other intangibles and long-lived assets for possible impairment, useful lives used in depreciation and amortization expense, stock-based compensation fair value, estimated realizable value on excess and obsolete inventories, deferred taxes and income tax contingencies, and losses on accounts receivable. It is at least reasonably possible that the estimates used will change within the next year. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
New Accounting Standards | 3. New Accounting Standards In May 2014, the Financial Accounting Standards Board (the ‘‘FASB’’) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230)-Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350)-Simplifying the Test for Goodwill Impairment |
Acquisitions and Combinations
Acquisitions and Combinations | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Combinations | 4. Acquisitions and Combinations On February 28, 2017, pursuant to the terms and conditions of a combination agreement dated February 3, 2017, the Company merged with Beckman and substantially all of the issued and outstanding shares of Beckman common stock were converted into shares of common stock of Nine Energy Service, Inc. at a ratio of 0.567154 Nine shares per Beckman share, other than 1.6% of Beckman shares paid in cash. Prior to the Combination, SCF-VII, L.P. had controlled a majority of the voting interests of Nine and Beckman since February 28, 2011 and July 31, 2012, respectively. The merger of the entities into the combined company was accounted for using reorganization accounting (i.e., “as if” pooling of interest) for entities under common control. In conjunction with the Combination, in addition to the conversion of Beckman shares into Nine shares, other events occurred, including: • The conversion of Beckman shares owned by non-accredited shareholders of Beckman at the time of the Combination into cash at a price of $17.69 per Beckman share; • Payment of cash for Beckman shares that converted into fractional Nine shares at a price of $31.18 per Nine share; • The conversion of options to purchase Beckman common stock into options to purchase Nine common stock; • The conversion of Beckman restricted shares into Nine restricted shares; • The conversion of warrants to purchase Beckman common stock into warrants to purchase Nine common stock; • The issuance of options to purchase Nine common stock; • The issuance, on a pro-rata basis, to the Company’s shareholders, of Nine common stock based on a subscription amount equal to the number of common shares issued at a price of $31.18. The subscription was offered to all shareholders of record at the time of the Combination. Any unsubscribed shares were reallocated among the other shareholders; and • The issuance to the Company’s shareholders of Nine warrants equal to one half of the amount of shares issued related to the subscription described above. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories, classified as finished goods, are stated at the lower of cost or net realizable value. Cost is determined on an average cost basis. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The reserve for obsolescence was $1.7 million and $2.9 million at September 30, 2018 and December 31, 2017 , Inventories, net as of September 30, 2018 and December 31, 2017 were comprised of the following: September 30, 2018 December 31, 2017 (in thousands) Raw materials $ 2,796 $ 939 Finished goods 28,518 24,197 Inventories 31,314 25,136 Reserve for obsolescence (1,743 ) (2,906 ) Inventories, net $ 29,571 $ 22,230 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The changes in the net carrying amount of the components of goodwill for the year ended December 31, 2017 and the nine months ended September 30, 2018 were as follows: Goodwill Gross Value Accumulated Impairment Loss Net (in thousands) Balance as of December 31, 2016 $ 173,033 $ (47,747 ) $ 125,286 Impairment — (31,530 ) (31,530 ) Balance as of December 31, 2017 $ 173,033 $ (79,277 ) $ 93,756 Impairment — — — Balance as of September 30, 2018 $ 173,033 $ (79,277 ) $ 93,756 At December 31, 2017, the Company performed its annual impairment test on each of its operating units and concluded that there was impairment at one operating unit in its Completion Solutions The December 31, 2017 impairment test for the Production Solution During the nine months ended September 30, 2018, there were no indications that impairment of goodwill had occurred. Goodwill by segment was unchanged from December 31, 2017. The changes in the net carrying value of the components of intangible assets for the year ended December 31, 2017 and the nine months ended September 30, 2018 were as follows: Intangible assets Gross Value Accumulated Amortization Net (in thousands) Balance as of December 31, 2016 $ 105,464 $ (29,320 ) $ 76,144 Amortization expense — (8,799 ) (8,799 ) Impairment (12,000 ) 8,200 (3,800 ) Balance as of December 31, 2017 $ 93,464 $ (29,919 ) $ 63,545 Amortization expense — (5,653 ) (5,653 ) Impairment — — — Balance as of September 30, 2018 $ 93,464 $ (35,572 ) $ 57,892 Amortization expense of $1.9 million and $5.7 million for the three and nine months ended September 30, 2018, and $2.2 million and $6.6 million for the three and nine months ended September 30, 2017, respectively, are related to cost of revenues, but reported separately as “Amortization of intangibles” in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). During the nine months ended September 30, 2018, there were no indications that impairment of intangible assets had occurred. |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 7. Debt Obligations The Company’s debt obligations as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 (in thousands) 2018 IPO Term Loan Credit Facility $ 115,274 $ — Legacy Term Loans — 145,975 Legacy Revolving Credit Facilities — 96,260 Total debt before deferred financing costs $ 115,274 $ 242,235 Deferred financing costs (1,226 ) (726 ) Total debt $ 114,048 $ 241,509 Less: Current portion of long-term debt — (241,509 ) Long-term debt $ 114,048 $ — 2018 IPO Credit Agreement On September 14, 2017, the Company entered into a new credit agreement (as amended on November 20, 2017, the “2018 IPO Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JP Morgan”) as administrative agent and certain other financial institutions that became effective upon the consummation of the IPO in January 2018 (the “Effective Date”). Pursuant to the terms of the 2018 IPO Credit Agreement, the Company and its domestic restricted subsidiaries were entitled to borrow $125.0 million of term loans (the “2018 IPO Term Loan Credit Facility”), which the Company drew in full on the Effective Date. In January 2018, the Company also made a mandatory prepayment of $9.7 million against the 2018 IPO Term Loan Credit Facility, which approximated 50.0% of the estimated net proceeds from the IPO in excess of $150.0 million, as prescribed under the 2018 IPO Credit Agreement. In addition, under the 2018 IPO Credit Agreement, the Company and its domestic restricted subsidiaries were entitled to borrow up to $50.0 million (including letters of credit) as revolving credit loans under the revolving commitments (the “2018 IPO Revolving Credit Facility”). At September 30, 2018, the 2018 IPO Revolving Credit Facility had an undrawn capacity of $49.5 million, which was net of a $0.5 million outstanding letter of credit. Concurrent with the effectiveness of the 2018 IPO Credit Agreement, using proceeds received from the IPO and borrowings under the 2018 IPO Term Loan Credit Facility, the Company repaid all indebtedness under its prior term loan and the Beckman term loan (together, the “Legacy Term Loans”) and under its prior revolving credit facility and the Beckman revolving credit facility (together, the “Legacy Revolving Credit Facilities”) in the first quarter of 2018, which approximated $242.2 million. In addition, in the first quarter of 2018, the Company wrote off approximately $0.7 million in deferred financing costs associated with the Legacy Term Loans and the Legacy Revolving Credit Facilities. All of the obligations under the 2018 IPO Credit Agreement were secured by first priority perfected security interests (subject to permitted liens) in substantially all of the personal property of the Company and its domestic restricted subsidiaries, excluding certain assets. Loans to the Company and its domestic restricted subsidiaries under the 2018 IPO Credit Agreement were either base rate loans or LIBOR loans. The applicable margin for base rate loans varied from 1.50% to 2.75%, and the applicable margin for LIBOR loans varied from 2.50% to 3.75%, in each case depending on the Company’s leverage ratio. Interest rates averaged 5.5% during the nine months ended September 30, 2018. The Company was permitted to repay any amounts borrowed prior to the maturity date without any premium or penalty other than customary LIBOR breakage costs. In addition, a commitment fee of 0.50% per annum was charged on the average daily unused portion of the revolving commitments. Such commitment fee was payable quarterly in arrears. The 2018 IPO Credit Agreement contained various affirmative and negative covenants, including financial reporting requirements and limitations on indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other restricted payments, investments (including acquisitions), and transactions with affiliates. Financial covenants under the 2018 IPO Credit Agreement included a maximum total leverage ratio, an asset coverage ratio and a fixed charge coverage ratio, each of which was calculated on a quarterly basis. The Company was in compliance with all debt covenants under the 2018 IPO Credit Agreement as of September 30, 2018. The fair value of the Company’s debt obligations under the 2018 IPO Credit Agreement was classified within Level 2 of the fair value hierarchy. Fair value approximated carrying value, as the interest rates are variable and based on market rates. On October 25, 2018, the Company fully repaid and terminated the 2018 IPO Credit Agreement as more fully described below. Unamortized deferred financing costs associated with the Company’s 2018 IPO Term Loan Credit Facility were $1.2 million at September 30, 2018. These costs were being amortized through the maturity date of the 2018 IPO Term Loan Credit Facility using the effective interest method. The Company wrote off these deferred financing costs on October 25, 2018 in conjunction with the termination of the 2018 IPO Credit Agreement. Senior Notes On October 25, 2018, the Company issued $400.0 million principal amount of 8.750% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes will bear interest at an annual rate of 8.750% payable on May 1 and November 1 of each year with the first interest payment being due on May 1, 2019. The proceeds from the Senior Notes, together with cash on hand and borrowings under the 2018 ABL Credit Facility (as defined below), were used to (i) fund a portion of the upfront cash purchase price of the Magnum Acquisition, (ii) repay all indebtedness under the 2018 IPO Credit Agreement and (iii) pay fees and expenses associated with the issuance of the Senior Notes, the Magnum Acquisition and the 2018 ABL Credit Facility. For additional information regarding the Magnum Acquisition, see Note 1 – Company and Organization. 2018 ABL Credit Facility On October 25, 2018, the Company entered into a five-year asset based senior secured revolving credit facility with JP Morgan serving as administrative agent for the lenders thereunder (the “2018 ABL Credit Facility”). The 2018 ABL Credit Facility permits aggregate borrowings of up to $200.0 million, subject to a borrowing base, including a Canadian tranche with a sub-limit of up to $25.0 million and a sub-limit of $50.0 million for letters of credit. The borrowing base is initially $146.5 million. Concurrent with the effectiveness of the 2018 ABL Credit Facility, the Company borrowed approximately $35.0 million to fund a portion of the upfront cash purchase price of the Magnum Acquisition. The 2018 ABL Credit Facility will mature on October 25, 2023 or, if earlier, on the date that is 180 days before the scheduled maturity date of the Senior Notes if they have not been redeemed or repurchased by such date. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions During 2014, in conjunction with an exercise of warrants to provide a capital infusion, the Company issued promissory notes totaling $2.5 million to both a former executive officer of the Company and a current manager of the Company. The principal is due on June 30, 2019 (the “Maturity Date”). Interest of 4% per annum is due and payable on the Maturity Date. At each of September 30, 2018 and December 31, 2017, the outstanding balance of the notes, including principal and unpaid interest, totaled $3.0 million and $2.9 million, respectively. Unpaid interest at each of September 30, 2018 and December 31, 2017 totaled $0.4 million. As part of the acquisition of Crest Pumping Technologies, LLC (“Crest”) in 2014, the Company issued promissory notes totaling $9.4 million to former owners of Crest, including David Crombie, who is an executive officer of the Company. The principal is due on June 30, 2019. The interest rate is based on the prime rate, the federal funds rate or LIBOR, plus a margin to be determined in connection with the Company’s credit agreement and is due quarterly. Mr. Crombie paid $1.8 million during 2016 to pay his promissory note in full. At each of September 30, 2018 and December 31, 2017, the outstanding principal balance of the remaining promissory notes held by other former owners of Crest totaled $7.6 million. Unpaid interest, included in “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheets, totaled $0.1 million and $8,000 at September 30, 2018 and December 31, 2017, respectively. The Company leases office space, yard facilities, and equipment and purchases building maintenance services from entities owned by Mr. Crombie. Total lease expense and building maintenance expense was $0.6 The Company provides services to Citation Oil & Gas Corp., an entity owned by Curtis F. Harrell, a director of the Company. The Company billed $0.5 million and $0.4 million for services provided to this entity during the nine months ended September 30, 2018 and 2017, respectively. There was an outstanding receivable due from such entity of $0.1 million and $0.2 million as of September 30, 2018 and December 31, 2017, respectively. The Company provides services in the ordinary course of business to EOG Resources, Inc. Gary L. Thomas, a director of the Company, acts as the President of EOG Resources, Inc. The Company generated revenue from EOG Resources, Inc. of $31.8 million and $26.1 million for the nine months ended September 30, 2018 and 2017, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitment and contingencies | 9. Commitments and Contingencies Litigation From time to time, the Company has various claims, lawsuits, and administrative proceedings that are pending or threatened with respect to personal injury, workers’ compensation, contractual matters, and other matters. Although no assurance can be given with respect to the outcome of these and the effect such outcomes may have, the Company believes any ultimate liability resulting from the outcome of such claims, lawsuits, or administrative proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on its business, operating results, or financial condition. The Company has been named in the following proceeding: Christina Sparks, et al v. Pioneer Natural Resources, et al., Filed in the District Court, 142nd Judicial District, Midland County, Texas. On August 31, 2017, an accident occurred while a five-employee crew of Big Lake Services, LLC, a subsidiary of Nine (“Big Lake Services”), was performing workover services at an oil and gas wellsite near Midland, Texas, operated by Pioneer Natural Resources USA, Inc. (“Pioneer Natural Resources”), resulting in the death of a Big Lake Services employee, Juan De La Rosa. On December 7, 2017, a lawsuit was filed on behalf of Mr. De La Rosa’s minor children in the Midland County District Court against Pioneer Natural Resources, Big Lake Services, and Phillip Hamilton related to this accident. The petition alleges, among other things, that the defendants acted negligently, resulting in the death of Mr. De La Rosa. On March 14, 2018, a plea in intervention was filed on behalf of Mr. De La Rosa’s parents, alleging similar claims. The plaintiffs and intervenors are seeking money damages, including punitive damages. Discovery proceedings are underway in this matter, and trial is scheduled for mid-2019. The Company maintains insurance coverage against liability for, among other things, personal injury (including death), which coverage is subject to certain exclusions and deductibles. The Company tendered this matter to its insurance company for defense and indemnification of Big Lake Services and the other defendants. While the Company maintains such insurance policies with insurers in amounts and with coverage and deductibles that it, with the advice of its insurance advisors and brokers, believes are reasonable and prudent, the Company cannot ensure that this insurance will be adequate to protect it from all material expenses related to current or potential future claims for personal and property damage or that these levels of insurance will be available in the future at economical prices. Self-insurance The Company uses a combination of third-party insurance and self-insurance for health insurance clams. The self-insured liability represents an estimate of the undiscounted ultimate cost of uninsured claims incurred as of the balance sheet date. The estimate is based on an analysis of trailing months of incurred medical claims to project the amount of incurred but not reported claims liability. The estimated liability for self-insured medical claims was $1.5 million and $1.3 million at September 30, 2018 and December 31, 2017, respectively, and is included under the caption “Accrued expenses” on the Condensed Consolidated Balance Sheets. Although the Company does not expect the amounts ultimately paid to differ significantly from the estimates, the self-insurance liability could be affected if future claims experience differs significantly from historical trends and actuarial assumptions. Scorpion Contingent Liability In connection with the acquisition of Pat Greenlee Builders, LLC (“Scorpion”) in 2015, the Company recorded a liability for contingent consideration to be paid in shares of Company common stock and in cash, contingent upon quantities of Scorpion Composite Plugs TM The contingent consideration related to the Scorpion acquisition is reported at fair value, based on discounted cash flows. Significant inputs used in the fair value measurement include estimated gross margin related to forecasted sales of the plugs, term of the agreement, and a risk adjusted discount factor. The revaluation gains and losses are included in “General and administrative expenses” in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The following is a reconciliation of the beginning and ending amounts of contingent consideration obligation (level 3) related to the Scorpion acquisition for the nine months ended September 30, 2018 and the year ended December 31, 2017: September 30, 2018 December 31, 2017 (in thousands) Balance at beginning of year $ 1,730 $ 3,187 Common stock issuance — (547 ) Payment — (1,325 ) Revaluation adjustment 1,715 415 Balance at end of the period $ 3,445 $ 1,730 Contingent liabilities related to the Scorpion acquisition include $3.4 million and $1.7 million and are reported in “Accrued expenses” in the Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017, respectively. The contingent liabilities related to Scorpion are expected to be paid by December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity In January 2018, the Company completed its IPO of 8,050,000 shares of common stock (including 1,050,000 shares pursuant to an over-allotment option) at a price to the public of $23.00 per share pursuant to a registration statement on Form S‑1 (File 333‑217601), as amended and declared effective by the SEC on January 18, 2018. After subtracting approximately $16.9 million of underwriting discounts, commissions, and offering expenses, the Company received net proceeds of approximately $168.3 million from its IPO. The Company used these proceeds, together with borrowings under the 2018 IPO Term Loan Credit Facility, to repay all indebtedness under its Legacy Term Loans and Legacy Revolving Credit Facilities, to prepay $9.7 million of the borrowings under the 2018 IPO Term Loan Credit Facility, as well as for general corporate purposes. For additional information, see Note 7 – Debt Obligations. No payments, fees or expenses have been paid, directly or indirectly, to any of the Company’s officers, directors or associates, holders of 10% or more of any class of its equity securities or other affiliates. |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Taxes | 11. Taxes The Company’s effective tax rate fluctuates based on, among other factors, changes in statutory tax rates, changes in pre-tax income and nondeductible items, and changes in valuation allowances. The Company’s effective tax rate for the three and nine months ended September 30, 2018 was 7.6% and 7.1%, respectively, compared to (17.9%) and (8.5%) for the three and nine months ended September 30, 2017, respectively. The change in effective tax rate for the three and nine months ended September 30, 2018 was primarily attributable to changes in pre-tax book income and valuation allowance positions as well as tax liabilities in states where income is expected to exceed available net operating losses. The Company recognized the income tax effects of the Tax Cuts and Jobs Act (the “Tax Reform”) in its audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period during which the Tax Reform was signed into law. The guidance also provides for a measurement period of up to one year from the enactment date of the Tax Reform for the Company to complete its accounting for the U.S. tax law changes. As such, the Company’s 2017 financial results reflected the provisional estimate of the income tax effects of the Tax Reform. No subsequent adjustments have been made to the amounts recorded as of December 31, 2017, which continue to represent a provisional estimate of the impact of the Tax Reform. The estimate of the impact of the Tax Reform was based on certain assumptions and the Company’s current interpretation of the Tax Reform. Any adjustments to the 2017 estimate due to additional clarification and implementation guidance will be reported as a component of income tax expense in the reporting period in which any such adjustments are identified, which will be no later than the fourth quarter of 2018. |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | 12. Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is based on the weighted average number of shares outstanding during each period and the assumed exercise of potentially dilutive stock options and restricted stock. Basic and diluted income (loss) per common share was computed as follows (in thousands, except share and per share amounts): 2018 2017 Three Months Ended September 30, Net Income Average Shares Outstanding Income Per Share Net Loss Average Shares Outstanding Loss Per Share Basic $ 13,658 23,971,032 $ 0.57 $ (5,052 ) 14,992,431 $ (0.34 ) Assumed exercise of stock options — 41,341 — — Unvested restricted stock — 376,922 — — Diluted $ 13,658 24,389,295 $ 0.56 $ (5,052 ) 14,992,431 $ (0.34 ) 2018 2017 Nine Months Ended September 30, Net Income Average Shares Outstanding Income Per Share Net Loss Average Shares Outstanding Loss Per Share Basic $ 24,352 23,264,014 $ 1.05 $ (37,871 ) 14,492,757 $ (2.61 ) Assumed exercise of stock options — 31,879 — — Unvested restricted stock — 308,029 — — Diluted $ 24,352 23,603,922 $ 1.03 $ (37,871 ) 14,492,757 $ (2.61 ) For the three and nine months ended September 30, 2017, the computation of diluted income (loss) per share excluded outstanding stock options and unvested restricted stock because their inclusion would be anti-dilutive given the Company was in a net loss position. The average number of securities that were excluded from diluted income (loss) per share that would potentially dilute earnings per share for the periods in which the Company experienced a net loss were as follows: 2018 2017 Three months ended September 30, — 212,181 Nine months ended September 30, — 205,324 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company has two reportable segments , Completion Solutions Production Solutions Completion Solutions Production Solutions The Company’s reportable segments are strategic units that offer distinct products and services. They are managed separately since each business segment requires different marketing strategies. Operating segments have not been aggregated as part of a reportable segment. The Company evaluates the performance of its reportable segments based on adjusted gross profit. This segmentation is representative of the manner in which its Chief Operating Decision Maker (“CODM”) and its Board of Directors view the business. The Company considers the CODM to be its Chief Executive Officer. Summary financial data by segment is as follows. The amounts labeled “Corporate” relate to assets not allocated to the reportable segments. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) (in thousands) Revenues Completion Solutions $ 196,608 $ 128,623 $ 536,363 $ 331,050 Production Solutions 21,819 19,544 61,363 58,330 $ 218,427 $ 148,167 $ 597,726 $ 389,380 Cost of revenues (1) Completion Solutions $ 147,178 $ 103,056 $ 414,606 $ 275,711 Production Solutions 18,704 16,853 53,094 47,190 $ 165,882 $ 119,909 $ 467,700 $ 322,901 Adjusted gross profit Completion Solutions $ 49,430 $ 25,567 $ 121,757 $ 55,339 Production Solutions 3,115 2,691 8,269 11,140 $ 52,545 $ 28,258 $ 130,026 $ 66,479 General and administrative expenses 21,784 12,870 53,282 37,628 Depreciation 13,661 13,150 39,982 40,326 Amortization of intangibles 1,857 2,200 5,653 6,601 Loss on equity method investment 77 83 270 255 (Gain) loss on sale of property and equipment (1,190 ) 148 (1,701 ) 4,793 Income (loss) from operations $ 16,356 $ (193 ) $ 32,540 $ (23,124 ) Other expense Interest expense 1,568 4,093 6,313 11,780 Total other expense 1,568 4,093 6,313 11,780 Income (loss) before income taxes 14,788 (4,286 ) 26,227 (34,904 ) Provision for income taxes 1,130 766 1,875 2,967 Net income (loss) $ 13,658 $ (5,052 ) $ 24,352 $ (37,871 ) Capital expenditures Completion Solutions $ 10,723 $ 10,561 $ 26,636 $ 25,979 Production Solutions 665 786 2,312 4,012 Corporate 92 — 597 — $ 11,480 $ 11,347 $ 29,545 $ 29,991 September 30, 2018 December 31, 2017 Total Assets Completion Solutions $ 496,373 $ 428,702 Production Solutions 116,516 119,607 Corporate 93,562 30,550 $ 706,451 $ 578,859 (1) Excludes depreciation and amortization, which are shown separately. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On October 25, 2018, the Company consummated the Magnum Acquisition. Also, on October 25, 2018, in connection with the Magnum Acquisition, the Company issued $400.0 million principal amount of Senior Notes, entered into the 2018 ABL Credit Facility and fully repaid and terminated the 2018 IPO Credit Agreement. For additional information, see Note 1 – Company and Organization and Note 7 – Debt Obligations. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Information | Condensed Consolidated Financial Information The accompanying Condensed Consolidated Financial Statements have not been audited by the Company’s independent registered public These Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Therefore, these Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2017, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of Nine and its wholly owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Such estimates include fair value assumptions used in purchase accounting and in analyzing goodwill, other intangibles and long-lived assets for possible impairment, useful lives used in depreciation and amortization expense, stock-based compensation fair value, estimated realizable value on excess and obsolete inventories, deferred taxes and income tax contingencies, and losses on accounts receivable. It is at least reasonably possible that the estimates used will change within the next year. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, Net | Inventories, net as of September 30, 2018 and December 31, 2017 were comprised of the following: September 30, 2018 December 31, 2017 (in thousands) Raw materials $ 2,796 $ 939 Finished goods 28,518 24,197 Inventories 31,314 25,136 Reserve for obsolescence (1,743 ) (2,906 ) Inventories, net $ 29,571 $ 22,230 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Net Carrying Amount of Components of Goodwill | The changes in the net carrying amount of the components of goodwill for the year ended December 31, 2017 and the nine months ended September 30, 2018 were as follows: Goodwill Gross Value Accumulated Impairment Loss Net (in thousands) Balance as of December 31, 2016 $ 173,033 $ (47,747 ) $ 125,286 Impairment — (31,530 ) (31,530 ) Balance as of December 31, 2017 $ 173,033 $ (79,277 ) $ 93,756 Impairment — — — Balance as of September 30, 2018 $ 173,033 $ (79,277 ) $ 93,756 |
Schedule of Changes in Net Carrying Amount of Components of Intangible Assets | The changes in the net carrying value of the components of intangible assets for the year ended December 31, 2017 and the nine months ended September 30, 2018 were as follows: Intangible assets Gross Value Accumulated Amortization Net (in thousands) Balance as of December 31, 2016 $ 105,464 $ (29,320 ) $ 76,144 Amortization expense — (8,799 ) (8,799 ) Impairment (12,000 ) 8,200 (3,800 ) Balance as of December 31, 2017 $ 93,464 $ (29,919 ) $ 63,545 Amortization expense — (5,653 ) (5,653 ) Impairment — — — Balance as of September 30, 2018 $ 93,464 $ (35,572 ) $ 57,892 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | The Company’s debt obligations as of September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 (in thousands) 2018 IPO Term Loan Credit Facility $ 115,274 $ — Legacy Term Loans — 145,975 Legacy Revolving Credit Facilities — 96,260 Total debt before deferred financing costs $ 115,274 $ 242,235 Deferred financing costs (1,226 ) (726 ) Total debt $ 114,048 $ 241,509 Less: Current portion of long-term debt — (241,509 ) Long-term debt $ 114,048 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of the Beginning and Ending Amount of Contingent Consideration Obligation (Level 3) Related to Acquisition | The following is a reconciliation of the beginning and ending amounts of contingent consideration obligation (level 3) related to the Scorpion acquisition for the nine months ended September 30, 2018 and the year ended December 31, 2017 September 30, 2018 December 31, 2017 (in thousands) Balance at beginning of year $ 1,730 $ 3,187 Common stock issuance — (547 ) Payment — (1,325 ) Revaluation adjustment 1,715 415 Balance at end of the period $ 3,445 $ 1,730 |
Income (Loss) Per Share (Table)
Income (Loss) Per Share (Table) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Income (Loss) per Common Share | Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is based on the weighted average number of shares outstanding during each period and the assumed exercise of potentially dilutive stock options and restricted stock. Basic and diluted income (loss) per common share was computed as follows (in thousands, except share and per share amounts): 2018 2017 Three Months Ended September 30, Net Income Average Shares Outstanding Income Per Share Net Loss Average Shares Outstanding Loss Per Share Basic $ 13,658 23,971,032 $ 0.57 $ (5,052 ) 14,992,431 $ (0.34 ) Assumed exercise of stock options — 41,341 — — Unvested restricted stock — 376,922 — — Diluted $ 13,658 24,389,295 $ 0.56 $ (5,052 ) 14,992,431 $ (0.34 ) 2018 2017 Nine Months Ended September 30, Net Income Average Shares Outstanding Income Per Share Net Loss Average Shares Outstanding Loss Per Share Basic $ 24,352 23,264,014 $ 1.05 $ (37,871 ) 14,492,757 $ (2.61 ) Assumed exercise of stock options — 31,879 — — Unvested restricted stock — 308,029 — — Diluted $ 24,352 23,603,922 $ 1.03 $ (37,871 ) 14,492,757 $ (2.61 ) |
Summary of Average Number of Securities Excluded from Diluted Income (loss) Per Share Potentially Dilute Earnings Per Shares | For the three and nine months ended September 30, 2017, the computation of diluted income (loss) per share excluded outstanding stock options and unvested restricted stock because their inclusion would be anti-dilutive given the Company was in a net loss position. The average number of securities that were excluded from diluted income (loss) per share that would potentially dilute earnings per share for the periods in which the Company experienced a net loss were as follows: 2018 2017 Three months ended September 30, — 212,181 Nine months ended September 30, — 205,324 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Financial Data by Segment | Summary financial data by segment is as follows. The amounts labeled “Corporate” relate to assets not allocated to the reportable segments. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (in thousands) (in thousands) Revenues Completion Solutions $ 196,608 $ 128,623 $ 536,363 $ 331,050 Production Solutions 21,819 19,544 61,363 58,330 $ 218,427 $ 148,167 $ 597,726 $ 389,380 Cost of revenues (1) Completion Solutions $ 147,178 $ 103,056 $ 414,606 $ 275,711 Production Solutions 18,704 16,853 53,094 47,190 $ 165,882 $ 119,909 $ 467,700 $ 322,901 Adjusted gross profit Completion Solutions $ 49,430 $ 25,567 $ 121,757 $ 55,339 Production Solutions 3,115 2,691 8,269 11,140 $ 52,545 $ 28,258 $ 130,026 $ 66,479 General and administrative expenses 21,784 12,870 53,282 37,628 Depreciation 13,661 13,150 39,982 40,326 Amortization of intangibles 1,857 2,200 5,653 6,601 Loss on equity method investment 77 83 270 255 (Gain) loss on sale of property and equipment (1,190 ) 148 (1,701 ) 4,793 Income (loss) from operations $ 16,356 $ (193 ) $ 32,540 $ (23,124 ) Other expense Interest expense 1,568 4,093 6,313 11,780 Total other expense 1,568 4,093 6,313 11,780 Income (loss) before income taxes 14,788 (4,286 ) 26,227 (34,904 ) Provision for income taxes 1,130 766 1,875 2,967 Net income (loss) $ 13,658 $ (5,052 ) $ 24,352 $ (37,871 ) Capital expenditures Completion Solutions $ 10,723 $ 10,561 $ 26,636 $ 25,979 Production Solutions 665 786 2,312 4,012 Corporate 92 — 597 — $ 11,480 $ 11,347 $ 29,545 $ 29,991 September 30, 2018 December 31, 2017 Total Assets Completion Solutions $ 496,373 $ 428,702 Production Solutions 116,516 119,607 Corporate 93,562 30,550 $ 706,451 $ 578,859 (1) Excludes depreciation and amortization, which are shown separately. |
Company and Organization - Addi
Company and Organization - Additional Information (Details) - USD ($) | Oct. 25, 2018 | Feb. 03, 2017 | Jan. 31, 2018 | Sep. 30, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Business acquisition, date of acquisition agreement | Feb. 3, 2017 | |||
IPO | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuances of common stock, Shares | 8,050,000 | |||
Public offer price per share | $ 23 | |||
Over-Allotment Option | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuances of common stock, Shares | 1,050,000 | |||
Common Stock | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuances of common stock, Shares | 8,050,000 | |||
Common Stock | IPO | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuances of common stock, Shares | 8,050,000 | |||
Public offer price per share | $ 23 | |||
Common Stock | Over-Allotment Option | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Issuances of common stock, Shares | 1,050,000 | |||
Magnum Purchase Agreement | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Business acquisition, date of acquisition agreement | Oct. 15, 2018 | |||
Upfront cash consideration | $ 334,500,000 | |||
Magnum Purchase Agreement | Maximum | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Percentage of potential future payment of net income in 2019 through 2025 | 60.00% | |||
Sale on dissolvable plug products in 2019 | $ 25,000,000 | |||
Magnum Purchase Agreement | Common Stock | Private Placement | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Share issued for acquisition | 5,000,000 |
Acquisitions and Combinations -
Acquisitions and Combinations - Additional Information (Details) | Feb. 28, 2018$ / shares | Feb. 03, 2017 |
Business Acquisition [Line Items] | ||
Business acquisition, date of acquisition agreement | Feb. 3, 2017 | |
Conversion ratio | 0.567154 | |
Business acquisition percentage of shares paid in cash | 1.60% | |
Backman | ||
Business Acquisition [Line Items] | ||
Business acquisition, conversion of share price into cash | $ 17.69 | |
Common shares issued amount per share | $ 31.18 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Reserve for obsolescence | $ 1,743 | $ 2,906 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,796 | $ 939 |
Finished goods | 28,518 | 24,197 |
Inventories | 31,314 | 25,136 |
Reserve for obsolescence | (1,743) | (2,906) |
Inventories, net | $ 29,571 | $ 22,230 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Net Carrying Amount of Components of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Gross Value | $ 173,033 | $ 173,033 | $ 173,033 | $ 173,033 |
Goodwill, Accumulated Impairment Loss, Beginning balance | (79,277) | (47,747) | ||
Goodwill, Net, Impairment | (31,500) | 0 | (31,530) | |
Goodwill, Accumulated Impairment Loss, Ending balance | (79,277) | (79,277) | (79,277) | |
Goodwill, Net, Beginning balance | 93,756 | 125,286 | ||
Goodwill, Net, Ending balance | $ 93,756 | $ 93,756 | $ 93,756 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill impairment loss | $ 31,500,000 | $ 0 | $ 31,530,000 | ||||
Goodwill | $ 93,756,000 | $ 93,756,000 | 93,756,000 | 93,756,000 | $ 125,286,000 | ||
Amortization expense | $ 1,857,000 | $ 2,200,000 | 5,653,000 | $ 6,601,000 | 8,799,000 | ||
Impairment of intangible assets | $ 0 | $ 3,800,000 | |||||
Product Solutions Segment | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Percentage of estimated fair value calculation to carrying value | 11.00% | 11.00% | |||||
Goodwill | $ 13,000,000 | $ 13,000,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Changes in Net Carrying Amount of Components of Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Intangible assets, Gross Value, Beginning balance | $ 93,464,000 | $ 105,464,000 | $ 105,464,000 | ||
Intangible assets, Gross Value, Impairment | (12,000,000) | ||||
Intangible assets, Gross Value, Ending balance | $ 93,464,000 | 93,464,000 | 93,464,000 | ||
Intangible assets, Accumulated Amortization, Beginning balance | (29,919,000) | (29,320,000) | (29,320,000) | ||
Intangible assets, Accumulated Amortization, Amortization expense | (1,857,000) | $ (2,200,000) | (5,653,000) | (6,601,000) | (8,799,000) |
Intangible assets, Accumulated Amortization, Impairment | 8,200,000 | ||||
Intangible assets, Accumulated Amortization, Ending balance | (35,572,000) | (35,572,000) | (29,919,000) | ||
Intangible assets, Net, Beginning balance | 63,545,000 | $ 76,144,000 | 76,144,000 | ||
Intangible assets, Net, Impairment | 0 | (3,800,000) | |||
Intangible assets, Net, Ending balance | $ 57,892,000 | $ 57,892,000 | $ 63,545,000 |
Debt Obligations - Summary of D
Debt Obligations - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Line Of Credit Facility [Line Items] | ||
Total debt before deferred financing costs | $ 115,274 | $ 242,235 |
Deferred financing costs | (1,226) | (726) |
Total debt | 114,048 | 241,509 |
Less: Current portion of long-term debt | (241,509) | |
Long-term debt | 114,048 | |
2018 IPO Term Loan Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total debt before deferred financing costs | $ 115,274 | |
Legacy Term Loans | ||
Line Of Credit Facility [Line Items] | ||
Total debt before deferred financing costs | 145,975 | |
Legacy Revolving Credit Facilities | ||
Line Of Credit Facility [Line Items] | ||
Total debt before deferred financing costs | $ 96,260 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | Oct. 25, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Jan. 31, 2018 | Sep. 14, 2017 |
Subsequent Event | 2018 Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 400,000,000 | |||||
Debt instrument, maturity year | 2,023 | |||||
Debt instrument, annual interest rate | 8.75% | |||||
Debt instrument, frequency of periodic payment | The Senior Notes will bear interest at an annual rate of 8.750% payable on May 1 and November 1 of each year with the first interest payment being due on May 1, 2019. | |||||
Debt instrument, first interest payment date | May 1, 2019 | |||||
Subsequent Event | 2018 ABL Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 200,000,000 | |||||
Debt, term | 5 years | |||||
Credit facility, borrowing base amount | $ 146,500,000 | |||||
Amount borrowed to fund portion of upfront cash consideration | 35,000,000 | |||||
2018 IPO Term Loan Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 125,000,000 | |||||
Prepayment term loan | $ 9,700,000 | |||||
Percentage of estimated net proceeds from IPO in excess of $150 million | 50.00% | |||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Undrawn capacity | $ 49,500,000 | |||||
Letters of credit outstanding, amount | $ 500,000 | |||||
Debt instrument average interest rates | 5.50% | |||||
Credit facility, commitment fee on unused portion | 0.50% | |||||
Unamortized debt issuance costs | $ 1,200,000 | |||||
2018 IPO Term Loan Credit Facility | Minimum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 1.50% | |||||
2018 IPO Term Loan Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 2.50% | |||||
2018 IPO Term Loan Credit Facility | Maximum | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 2.75% | |||||
2018 IPO Term Loan Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument basis spread on variable rate | 3.75% | |||||
Legacy Term Loans and Revolving Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of indebtness | $ 242,200,000 | |||||
Wrote off on deferred financing costs | $ 700,000 | |||||
Canadian Tranche | Subsequent Event | 2018 ABL Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Letters of Credit | Subsequent Event | 2018 ABL Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||
Unpaid interest of notes payable | $ 400,000 | $ 400,000 | ||||
Curtis F. Harrell | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of services | 500,000 | $ 400,000 | ||||
Receivable due from entity | 100,000 | 200,000 | ||||
EOG Resources, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 31,800,000 | 26,100,000 | ||||
Prepaid Expenses and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Unpaid interest of notes payable | 100,000 | 8,000 | ||||
Former Executive Officer and Manger | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding notes | 3,000,000 | 2,900,000 | ||||
Mr. Crombie | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding notes | 7,600,000 | 7,600,000 | ||||
Lease and building maintenance expense | 600,000 | $ 600,000 | ||||
Payables due to entities | $ 0 | $ 13,000 | ||||
Promissory Notes | ||||||
Related Party Transaction [Line Items] | ||||||
Maturity date | Jun. 30, 2019 | Jun. 30, 2019 | ||||
Debt instrument, annual interest rate | 4.00% | |||||
Promissory Notes | Former Executive Officer and Manger | ||||||
Related Party Transaction [Line Items] | ||||||
Notes issued | $ 2,500,000 | |||||
Promissory Notes | Former owners of Crest and Mr.Crombie | ||||||
Related Party Transaction [Line Items] | ||||||
Notes issued | $ 9,400,000 | |||||
Promissory Notes | Mr. Crombie | ||||||
Related Party Transaction [Line Items] | ||||||
Notes paid | $ 1,800,000 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Lawsuit filing date | December 7, 2017 | ||
Contingent liabilities | $ 3,445 | $ 1,730 | $ 3,187 |
Scorpion Acquisition | Accrued Expenses | |||
Loss Contingencies [Line Items] | |||
Estimated liability for self-insured medical claims | 1,500 | 1,300 | |
Contingent liabilities | $ 3,400 | $ 1,700 |
Commitment and Contingencies _2
Commitment and Contingencies - Reconciliation of the Beginning and Ending Amount of Contingent Consideration Obligation (Level 3) Related to Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Balance at beginning of year | $ 1,730 | $ 3,187 |
Common stock issuance | (547) | |
Payment | (1,325) | |
Revaluation adjustment | 1,715 | 415 |
Balance at end of the period | $ 3,445 | $ 1,730 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 31, 2018 | Sep. 30, 2018 | |
Class Of Stock [Line Items] | ||
Proceeds from issuance of common stock, net | $ 171,450,000 | |
IPO | ||
Class Of Stock [Line Items] | ||
Issuances of common stock, Shares | 8,050,000 | |
Public offer price per share | $ 23 | |
Underwriting discounts, commissions and offering expenses | $ 16,900,000 | |
Proceeds from issuance of common stock, net | 168,300,000 | |
IPO | Officers Directors Or Associates | ||
Class Of Stock [Line Items] | ||
Payments, fees or expenses been paid | $ 0 | |
Percentage of holders of any class of equity or other affiliates | 10.00% | |
IPO | Term Loan Credit Facility | ||
Class Of Stock [Line Items] | ||
Prepayment of term loan borrowings | $ 9,700,000 | |
Over-Allotment Option | ||
Class Of Stock [Line Items] | ||
Issuances of common stock, Shares | 1,050,000 | |
Common Stock | ||
Class Of Stock [Line Items] | ||
Issuances of common stock, Shares | 8,050,000 | |
Common Stock | IPO | ||
Class Of Stock [Line Items] | ||
Issuances of common stock, Shares | 8,050,000 | |
Public offer price per share | $ 23 | |
Common Stock | Over-Allotment Option | ||
Class Of Stock [Line Items] | ||
Issuances of common stock, Shares | 1,050,000 |
Taxes - Additional Information
Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 7.60% | (17.90%) | 7.10% | (8.50%) | |
Tax cuts and jobs act of 2017, change in tax rate income tax expense benefit | $ 0 |
Income (Loss) Per Share - Summa
Income (Loss) Per Share - Summary of Basic and Diluted Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net Income (Loss) | $ 13,658 | $ (5,052) | $ 24,352 | $ (37,871) |
Average Shares Outstanding, Basic | 23,971,032 | 14,992,431 | 23,264,014 | 14,492,757 |
Income Per Share, Basic | $ 0.57 | $ (0.34) | $ 1.05 | $ (2.61) |
Assumed exercise of stock options | 41,341 | 31,879 | ||
Unvested restricted stock | 376,922 | 308,029 | ||
Average Shares Outstanding, Diluted | 24,389,295 | 14,992,431 | 23,603,922 | 14,492,757 |
Income Per Share, Diluted | $ 0.56 | $ (0.34) | $ 1.03 | $ (2.61) |
Income (Loss) Per Share - Sum_2
Income (Loss) Per Share - Summary of Average Number of Securities Excluded from Diluted Income (loss) Per Share Potentially Dilute Earnings Per Shares (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Options To Purchase Shares Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the computation of earnings per share | 212,181 | 205,324 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Financial Data by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 218,427 | $ 148,167 | $ 597,726 | $ 389,380 | |
Cost of revenues | 165,882 | 119,909 | 467,700 | 322,901 | |
Adjusted gross profit | 52,545 | 28,258 | 130,026 | 66,479 | |
General and administrative expenses | 21,784 | 12,870 | 53,282 | 37,628 | |
Depreciation | 13,661 | 13,150 | 39,982 | 40,326 | |
Amortization of intangibles | 1,857 | 2,200 | 5,653 | 6,601 | $ 8,799 |
Loss on equity method investment | 77 | 83 | 270 | 255 | |
(Gain) loss on sale of property and equipment | (1,190) | 148 | (1,701) | 4,793 | |
Income (loss) from operations | 16,356 | (193) | 32,540 | (23,124) | |
Interest expense | 1,568 | 4,093 | 6,313 | 11,780 | |
Total other expense | 1,568 | 4,093 | 6,313 | 11,780 | |
Income (loss) before income taxes | 14,788 | (4,286) | 26,227 | (34,904) | |
Provision for income taxes | 1,130 | 766 | 1,875 | 2,967 | |
Net income (loss) | 13,658 | (5,052) | 24,352 | (37,871) | |
Capital expenditures | 11,480 | 11,347 | 29,545 | 29,991 | |
Total Assets | 706,451 | 706,451 | 578,859 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 92 | 597 | |||
Total Assets | 93,562 | 93,562 | 30,550 | ||
Completion Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 196,608 | 128,623 | 536,363 | 331,050 | |
Cost of revenues | 147,178 | 103,056 | 414,606 | 275,711 | |
Adjusted gross profit | 49,430 | 25,567 | 121,757 | 55,339 | |
Completion Solutions | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 10,723 | 10,561 | 26,636 | 25,979 | |
Total Assets | 496,373 | 496,373 | 428,702 | ||
Production Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 21,819 | 19,544 | 61,363 | 58,330 | |
Cost of revenues | 18,704 | 16,853 | 53,094 | 47,190 | |
Adjusted gross profit | 3,115 | 2,691 | 8,269 | 11,140 | |
Production Solutions | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 665 | $ 786 | 2,312 | $ 4,012 | |
Total Assets | $ 116,516 | $ 116,516 | $ 119,607 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Oct. 25, 2018USD ($) |
Subsequent Event | 2018 Senior Notes | |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 400,000,000 |