Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies |
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Accounting Estimates |
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The preparation of consolidated 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 balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Although management believes these estimates are reasonable, actual results could differ from those estimates. Areas where critical accounting estimates are made by management include: |
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• | estimated useful lives of assets, which impacts depreciation and amortization of property and equipment; | | | | | | | | |
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• | impairment of long-lived assets, goodwill and intangibles; | | | | | | | | |
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• | income taxes; | | | | | | | | |
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• | accruals related to revenue, expenses, capital costs and contingencies; and | | | | | | | | |
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• | cost allocations as described in Note 13. | | | | | | | | |
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Risks and Uncertainties |
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Historically, we have provided a significant percentage of our oilfield services to Chesapeake. For the years ended December 31, 2014, 2013 and 2012, Chesapeake accounted for approximately 81%, 90% and 94%, respectively, of our revenues. Sustained low oil and natural gas prices, or periods of volatility in commodity prices, could have a material adverse effect on our customers and our own financial position, results of operations and cash flows, which could limit our ability to fund our planned capital expenditures. Furthermore, if there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, we could be required to recognize impairment charges in future periods. |
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Accounts Receivable |
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Trade accounts receivable are recorded at the invoice amount and do not bear interest. The majority of our receivables, 77% and 83% at December 31, 2014 and 2013, respectively, are with Chesapeake and its subsidiaries. The allowance for doubtful accounts represents our best estimate for losses that may occur resulting from disputed amounts with our customers and their inability to pay amounts owed. We determine the allowance based on historical write-off experience and information about specific customers. During the years ended December 31, 2014, 2013 and 2012, we recognized $2.9 million, $0.4 million and $0.3 million, respectively, of bad debt expense related to potentially uncollectible receivables. We also recognized reductions to our allowance of $0.1 million, $0.4 million and a nominal amount as we wrote off specific receivables against our allowance for the years ended December 31, 2014, 2013 and 2012, respectively. |
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Inventory |
We value inventory at the lower of cost or market using the average cost method. Average cost is derived from third-party invoices and production cost. Production cost includes material, labor and manufacturing overhead. Inventory primarily consists of proppants and chemicals used in our hydraulic fracturing operations and components used in our compressor manufacturing business, which was distributed to Chesapeake in 2014. A summary of our inventory is as follows: |
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| December 31, | | |
| 2014 | | 2013 | | |
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Raw materials, components and supplies | $ | 25,073 | | | $ | 40,725 | | | |
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Work in process | — | | | 4,310 | | | |
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Total inventory | $ | 25,073 | | | $ | 45,035 | | | |
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Property and Equipment |
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Property and equipment are carried at cost less accumulated depreciation. Depreciation of assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. Upon the disposition of an asset, we eliminate the cost and related accumulated depreciation and include any resulting gain or loss in operating expenses in the consolidated statements of operations. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. |
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A summary of our property and equipment amounts and useful lives is as follows: |
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| December 31, | | Useful |
| 2014 | | 2013 | | Life |
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Drilling rigs and related equipment | $ | 1,521,561 | | | $ | 1,146,747 | | | 15-Mar |
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Hydraulic fracturing equipment | 360,122 | | | 327,448 | | | 7-Feb |
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Oilfield rental equipment | 332,085 | | | 327,430 | | | 10-Feb |
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Trucking and fluid disposal equipment | 183,511 | | | 209,255 | | | 8-May |
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Leasehold improvements(a) | — | | | 110,660 | | | 5-Mar |
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Vehicles | 53,316 | | | 56,022 | | | 3 |
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Buildings and improvements | 202,196 | | | 5,731 | | | Mar-39 |
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Land | 21,613 | | | 2,290 | | | — |
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Other | 75,482 | | | 55,767 | | | 10-Mar |
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Total property and equipment, at cost | 2,749,886 | | | 2,241,350 | | | |
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Less: accumulated depreciation and amortization | (982,833 | ) | | (773,282 | ) | | |
Property and equipment held for sale, net | — | | | 29,408 | | | |
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Total property and equipment, net | $ | 1,767,053 | | | $ | 1,497,476 | | | |
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(a) | In 2014, we purchased the remaining drilling rigs that were subject to various master lease agreements. | | | | | | | | |
Depreciation is calculated using the straight-line method based on the assets' estimated useful lives and salvage values. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. |
We review the estimated useful lives of our property and equipment on an ongoing basis. Based on this review, we concluded that the estimated useful lives of certain of our Tier 2 and Tier 3 drilling rigs were shorter than the estimated useful lives used for depreciation in our consolidated financial statements. As a result, effective July 1, 2014, we changed our estimates of the useful lives of these Tier 2 and Tier 3 drilling rigs to better reflect the estimated periods during which these drilling rigs will remain in service. The effect of this change in estimate increased 2014 depreciation expense by $3.9 million, decreased 2014 net income by $3.9 million, and decreased 2014 basic and diluted earnings per share by $0.08. |
Depreciation expense on property and equipment for the years ended December 31, 2014, 2013 and 2012 was $290.9 million, $285.6 million and $227.2 million, respectively. Included in property and equipment are $139.3 million and $106.1 million at December 31, 2014 and 2013, respectively, of assets that are being constructed or have not been placed into service, and therefore are not subject to depreciation. |
Interest is capitalized on the average amount of accumulated expenditures for major capital projects under construction using a weighted average interest rate based on our outstanding borrowings until the underlying assets are placed into service. Capitalized interest is added to the cost of the assets and amortized to depreciation expense over the useful life of the assets. During the years ended December 31, 2014, 2013 and 2012, we capitalized interest of approximately $2.1 million, $1.1 million and $2.2 million, respectively. |
Impairment of Long-Lived Assets |
We review our long-lived assets, such as property and equipment, whenever, in management's judgment, events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Factors that might indicate a potential impairment include a significant decrease in the market value of the long-lived asset, a significant change in the long-lived asset's physical condition, a change in industry conditions or a reduction in cash flows associated with the use of the long-lived asset. If these or other factors indicate the carrying amount of the asset may not be recoverable, we determine whether an impairment has occurred through analysis of the future undiscounted cash flows of the asset. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. We measure the fair value of the asset using market prices or, in the absence of market prices, based on an estimate of discounted cash flows. |
Investments |
Investments in securities are accounted for under the equity method in circumstances where we have the ability to exercise significant influence over the operating and investing policies of the investee but do not have control. Under the equity method, we recognize our share of the investee's earnings in our consolidated statements of operations. We consolidate all subsidiaries in which we hold a controlling interest. |
We evaluate our investments for impairment and recognize a charge to earnings when any identified impairment is determined to be other than temporary. See Note 10 for further discussion of investments. |
Goodwill, Intangible Assets and Amortization |
Goodwill represents the cost in excess of fair value of the net assets of businesses acquired. In 2011, we recorded goodwill in the amounts of $27.4 million and $15.1 million related to our acquisitions of Bronco Drilling Company, Inc. ("Bronco") and Horizon Oilfield Services, L.L.C. ("Horizon"), respectively. In connection with the spin-off, the Horizon goodwill was distributed to Chesapeake with our geosteering business. The goodwill is assigned to our drilling segment. Goodwill is not amortized. Intangible assets with finite lives are amortized on a basis that reflects the pattern in which the economic benefits of the intangible assets are realized, which is generally on a straight-line basis over an asset's estimated useful life. |
We review goodwill for impairment annually on October 1 or more frequently if events or changes in circumstances indicate that the carrying amount of the reporting unit exceeds its fair value. Circumstances that could indicate a potential impairment include a significant adverse change in the economic or business climate, a significant adverse change in legal factors, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel and the likelihood that a reporting unit or significant portion of a reporting unit will be sold or otherwise disposed of. Under GAAP, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one of our reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then there is no need to perform any further testing. However, if we conclude otherwise, accounting guidance requires a two-step process for testing impairment. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. Second, if impairment is indicated, the fair value of the reporting unit's goodwill is determined by allocating the unit's fair value to its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination on the impairment test date. The amount of impairment for goodwill is measured as the excess of the carrying value of the goodwill over its implied fair value. |
When estimating fair values of a reporting unit for our goodwill impairment test, we use the income approach. The income approach provides an estimated fair value based on the reporting unit's anticipated cash flows that are discounted using a weighted average cost of capital rate. Estimated cash flows are primarily based on projected revenues, operating expenses and capital expenditures and are discounted using comparable industry average rates for weighted average cost of capital. For purposes of performing the impairment tests for goodwill, all of our goodwill relates to our drilling reporting unit. We performed the two-step process for testing goodwill for impairment on October 1, 2014 and concluded that the fair value of the drilling reporting unit exceeded its carrying amount. |
Our definite-lived intangible assets, consisting of customer relationships and a trade name, are amortized using the straight-line method. A summary of these assets and their useful lives is as follows: |
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| December 31, | | Useful |
| 2014 | | 2013 | | Life |
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Customer relationships | $ | 19,600 | | | $ | 19,600 | | | 20-Mar |
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Trade name | 1,400 | | | 1,400 | | | 10 |
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Total intangible assets, at cost | 21,000 | | | 21,000 | | | |
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Less: accumulated amortization | (15,580 | ) | | (13,571 | ) | | |
Total intangible assets, net | $ | 5,420 | | | $ | 7,429 | | | |
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Amortization expense was $2.0 million, $3.9 million and $3.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. Future estimated amortization expense is presented below. |
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| December 31, | | | | | | |
| 2014 | | | | | | |
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2015 | $ | 620 | | | | | | | |
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2016 | 480 | | | | | | | |
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2017 | 480 | | | | | | | |
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2018 | 480 | | | | | | | |
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2019 | 480 | | | | | | | |
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After 2019 | 2,880 | | | | | | | |
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Total | $ | 5,420 | | | | | | | |
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Deferred Financing Costs |
Legal fees and other costs incurred in obtaining financing are amortized over the term of the related debt using a method that approximates the effective interest method. We had gross capitalized costs of $31.0 million and $20.4 million, net of accumulated amortization of $7.1 million and $6.4 million, at December 31, 2014 and 2013, respectively. Amortization expense related to deferred financing costs was $6.1 million, $2.9 million, and $2.9 million for the years ended December 31, 2014, 2013, and 2012, respectively, and is included in interest expense in the consolidated statements of operations. |
In 2014, we capitalized costs of $15.9 million associated with the 2022 Notes, Term Loan, and New Credit Facility as part of the spin-off (see Note 1). Additionally, we recorded a charge of $2.5 million related to the write-off of deferring financing costs associated with the termination of the Old Credit Facility as part of the spin-off (see Note 1). |
Accounts Payable |
Included in accounts payable at December 31, 2014 and 2013 are liabilities of $4.5 million and $7.7 million, respectively, representing the amount by which checks issued, but not yet presented to our banks for collection, exceeded balances in applicable bank accounts, considering the legal right of offset. |
Revenue Recognition |
We recognize revenue when services are performed, collection of receivables is reasonably assured, persuasive evidence of an arrangement exists and the price is fixed or determinable. |
Drilling. We earn revenues by drilling oil and natural gas wells for our customers under daywork contracts. We recognize revenue on daywork contracts for the days completed based on the day rate each contract specifies. Payments received and costs incurred for mobilization services are recognized as earned over the days of mobilization. |
Hydraulic Fracturing. We recognize revenue upon the completion of each fracturing stage. We typically complete one or more fracturing stages per day per active crew during the course of a job. A stage is considered complete when the customer requests or the job design dictates that pumping discontinue for that stage. Invoices typically include a lump sum equipment charge determined by the rate per stage each contract specifies and product charges for sand, chemicals and other products actually consumed during the course of providing our services. |
Oilfield Rentals. We rent many types of oilfield equipment including drill pipe, drill collars, tubing, blowout preventers, frac tanks, mud tanks and environmental containment. We also provide air drilling, flowback services and services associated with the transfer of water to the wellsite for well completions. We price our rentals and services by the day or hour based on the type of equipment rented and the services performed and recognize revenue ratably over the term of the rental. |
Oilfield Trucking. Oilfield trucking provides rig relocation and logistics services as well as fluid handling services. Our trucks move drilling rigs, crude oil, and other fluids and construction materials to and from the wellsite and also transport produced water from the wellsite. We price these services by the hour and volume and recognize revenue as services are performed. As part of the spin-off, we sold our crude hauling business to a third party. |
Other Operations. We designed, engineered and fabricated natural gas compression packages, accessories and related equipment that we sold to Chesapeake and other customers. We priced our compression units based on certain specifications such as horsepower, stages and additional options. We recognized revenue upon completion and transfer of ownership of the natural gas compression equipment. As part of the spin-off, we distributed our compression unit manufacturing business to Chesapeake. |
Litigation Accruals |
We estimate our accruals related to litigation based on the facts and circumstances specific to the litigation and our past experience with similar claims. We estimate our liability related to pending litigation when we believe the amount or a range of the loss can be reasonably estimated. We record our best estimate of a loss when the loss is considered probable. When a loss is probable and there is a range of estimated loss with no best estimate in the range, we record the minimum estimated liability related to a lawsuit or claim. As additional information becomes available, we assess the potential liability related to our pending litigation and claims and revise our estimates accordingly. |
Environmental Costs |
Our operations involve the storage, handling, transport and disposal of bulk waste materials, some of which contain oil, contaminants and regulated substances. These operations are subject to various federal, state and local laws and regulations intended to protect the environment. Environmental expenditures are expensed or capitalized depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations and that have no future economic benefit are expensed. There were no amounts capitalized as of December 31, 2014 and 2013. We record liabilities on an undiscounted basis when remediation efforts are probable and the costs to conduct such remediation efforts can be reasonably estimated. |
Leases |
We lease rail cars and other property and equipment through various leasing arrangements (see Note 7). When we enter into a leasing arrangement, we analyze the terms of the arrangement to determine its accounting treatment. As of December 31, 2014, all leases have been accounted for as operating leases. |
We periodically incur costs to improve the assets that we lease under these arrangements. We record the improvement as a component of property and equipment and amortize the improvement over the shorter of the useful life of the improvement or the remaining lease term. |
Share-Based Compensation |
Our share-based compensation program consists of restricted stock and stock options granted to employees and restricted stock granted to non-employee directors under the SSE 2014 Incentive Plan (the "2014 Plan"). We recognize in our financial statements the cost of employee services received in exchange for restricted stock and stock options based on the fair value of the equity instruments as of the grant date. In general, this value is amortized over the vesting period; for grants with a non-substantive service condition, this value is recognized immediately. Amounts are recognized in operating costs and general and administrative expenses. |
Income Taxes |
Through the effective date of the spin-off, our operations were included in the consolidated federal income tax return and other state returns for Chesapeake. The income tax provision for the period before the spin-off has been prepared on a separate return basis for us and all of our subsidiaries. Accordingly, we have recognized deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases for all our subsidiaries as if each entity were a corporation, regardless of its actual characterization for U.S. federal income tax purposes. Our effective tax rate was 22%, 28% and 40% for the years ended December 31, 2014, 2013 and 2012, respectively. Our effective tax rate can fluctuate as a result of the impact of state income taxes, permanent differences and changes in pre-tax income. Effective with the spin-off, we entered into a tax sharing agreement with Chesapeake which governs the respective rights, responsibilities and obligations of each company, for tax periods prior to the spin-off, with respect to the payment of taxes, filing of tax returns, reimbursement of taxes, control of audits and other tax proceedings, liability for taxes that may be triggered as a result of the spin-off and other matters regarding taxes. Following the spin-off, we are not entitled to federal income tax net operating loss ("NOL") carryforwards that were generated prior to the spin-off and that have historically been reflected in our net deferred income tax liabilities on our consolidated balance sheet. As of the spin-off date, we made an adjustment to our deferred tax liabilities of approximately $178.8 million to reflect the treatment of NOLs under the tax sharing agreement. In connection with the spin-off, we received a one-time step-up in tax basis of our assets due to the tax gain recognized by Chesapeake related to the spin-off in the tax affected amount of approximately $202.6 million. |
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A valuation allowance for deferred tax assets is recognized when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. To assess that likelihood, we use estimates and judgment regarding our future taxable income, as well as the jurisdiction in which such taxable income is generated, to determine whether a valuation allowance is required. Such evidence can include our current financial position, our results of operations, both actual and forecasted, the reversal of deferred tax liabilities, and tax planning strategies as well as the current and forecasted business economics of our industry. We had no valuation allowance at December 31, 2014 and 2013. |
The benefit of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the consolidated financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. Interest and penalties, if any, related to uncertain tax positions would be recorded in interest expense and other expense, respectively. There were no uncertain tax positions at December 31, 2014 and 2013. |