Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FRAC | ||
Entity Registrant Name | Keane Group, Inc. | ||
Entity Central Index Key | 1,688,476 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 104,405,121 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 716.4 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 80,206 | $ 96,120 |
Trade and other accounts receivable, net | 210,428 | 238,018 |
Inventories, net | 35,669 | 33,437 |
Assets held for sale | 176 | 0 |
Prepaid and other current assets | 5,784 | 8,519 |
Total current assets | 332,263 | 376,094 |
Property and equipment, net | 531,319 | 468,000 |
Goodwill | 132,524 | 134,967 |
Intangible assets | 51,904 | 57,280 |
Other noncurrent assets | 6,569 | 6,775 |
Total assets | 1,054,579 | 1,043,116 |
Current liabilities: | ||
Accounts payable | 106,702 | 92,348 |
Accrued expenses | 101,539 | 135,175 |
Current maturities of capital lease obligations | 4,928 | 3,097 |
Current maturities of long-term debt | 2,776 | 1,339 |
Customer contract liabilities | 60 | 5,000 |
Stock-based compensation - current | 4,281 | 4,281 |
Other current liabilities | 294 | 914 |
Total current liabilities | 220,580 | 242,154 |
Capital lease obligations, less current maturities | 5,581 | 4,796 |
Long-term debt, net of unamortized deferred financing costs and unamortized debt discount, less current maturities | 337,954 | 273,715 |
Stock-based compensation - noncurrent | 0 | 4,281 |
Other noncurrent liabilities | 3,283 | 5,078 |
Total noncurrent liabilities | 346,818 | 287,870 |
Total liabilities | 567,398 | 530,024 |
Stockholders’ equity | ||
Common stock, par value $0.01 per share (authorized 500,000 shares, issued 104,188 shares) | 1,038 | 1,118 |
Paid-in capital in excess of par value | 455,447 | 541,074 |
Retained earnings (deficit) | 31,494 | (27,372) |
Accumulated other comprehensive loss | (798) | (1,728) |
Total stockholders’ equity | 487,181 | 513,092 |
Total liabilities and stockholders’ equity | $ 1,054,579 | $ 1,043,116 |
Consolidated and Combined Bal_2
Consolidated and Combined Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock issued (in shares) | 104,188,000 | 104,188,000 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
Revenue | $ 2,137,006 | $ 1,542,081 | $ 420,570 | ||||
Operating costs and expenses: | |||||||
Cost of services | [1] | 1,660,546 | 1,282,561 | 416,342 | |||
Depreciation and amortization | 259,145 | 159,280 | 100,979 | ||||
Selling, general and administrative expenses | 114,258 | 93,526 | 53,155 | ||||
(Gain) loss on disposal of assets | 5,047 | (2,555) | (387) | ||||
Impairment | 0 | 0 | 185 | ||||
Total operating costs and expenses | 2,038,996 | 1,532,812 | 570,274 | ||||
Operating income (loss) | 98,010 | 9,269 | (149,704) | ||||
Other income (expense): | |||||||
Other income (expense), net | (905) | 13,963 | 916 | ||||
Interest expense | [2] | (33,504) | (59,223) | (38,299) | |||
Total other expenses | (34,409) | (45,260) | (37,383) | ||||
Income (loss) before income taxes | 63,601 | (35,991) | (187,087) | ||||
Income tax income (expense) | (4,270) | [3] | (150) | [3] | 114 | ||
Net income (loss) | 59,331 | (36,141) | (187,087) | ||||
Other comprehensive income (loss), net of tax: | |||||||
Foreign currency translation adjustments | (114) | 96 | 22 | ||||
Hedging activities | (880) | 791 | (1,784) | ||||
Total comprehensive income (loss) | $ 58,337 | $ (35,254) | $ (188,849) | ||||
Unaudited net income (loss) per share: | |||||||
Basic net loss per share (in dollars per share) | [4] | $ 0.54 | $ (0.34) | $ (2.14) | |||
Diluted net loss per share (in dollars per share) | [4] | $ 0.54 | $ (0.34) | $ (2.14) | |||
Weighted-average shares outstanding: basic (in shares) | [3] | 109,335 | 106,321 | 87,313 | |||
Weighted-average shares outstanding: diluted (in shares) | 109,660 | [3] | 106,321 | 87,313 | [3] | ||
Predecessor | |||||||
Other income (expense): | |||||||
Net income (loss) | $ 0 | $ (7,918) | $ 0 | ||||
Successor | |||||||
Other income (expense): | |||||||
Net income (loss) | $ 59,331 | $ (28,223) | $ (187,087) | ||||
[1] | Cost of services during the years ended December 31, 2018, 2017, and 2016 excludes depreciation of $245.6 million, $150.6 million, and $94.7 million, respectively. Depreciation related to cost of services is presented within depreciation and amortization separately disclosed. | ||||||
[2] | Interest expense during the year ended December 31, 2018 includes $7.6 million in write-offs of deferred financing costs incurred in connection with the early debt extinguishment of the Company’s 2017 Term Loan Facility (as defined herein). Interest expense during the year ended December 31, 2017 includes $15.8 million of prepayment penalties and $15.3 million in write-offs of deferred financing costs, incurred in connection with the refinancing by the Company of its then existing revolving credit and security agreement (as amended, the “2016 ABL Facility”) and the Company’s early debt extinguishment of its term loan facility provided by that certain credit agreement entered into on March 16, 2016 by KGH Intermediate Holdco I, LLC, Holdco II and Keane Frac, LP (as amended, the “2016 Term Loan Facility”) with certain financial institutions (collectively, the “2016 Term Lenders”) and CLMG Corp., as administrative agent for the 2016 Term Lenders, and Senior Secured Notes (as defined herein). | ||||||
[3] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. | ||||||
[4] | The pro forma earnings per share amounts have been computed to give effect to the Organizational Transactions (as defined herein), including the limited liability company agreement of Keane Investor (as defined herein) to, among other things, exchange all of the Existing Owners’ (as defined herein) membership interests for the newly-created ownership interests. The earnings per share amounts for 2017 and 2016 have been computed to give effect to the Organizational Transactions, as if they had occurred on January 1, 2017, including the limited liability company agreement of Keane Investor to, among other things, exchange all of the Existing Owners’ membership interests for the newly-created ownership interests. |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Depreciation and amortization | $ 245,600 | $ 150,600 | $ 94,700 |
Prepayment penalty | 0 | 15,817 | $ 0 |
Write off of deferred debt issuance cost | $ 7,600 | $ 15,300 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Changes in Owners' Equity - USD ($) $ in Thousands | Total | Members’ equity | Common Stock | Paid-in Capital in Excess of Par Value | Retained Earnings (deficit) | Accumulated other comprehensive income (loss) | |
Beginning balance at Dec. 31, 2015 | $ 80,160 | $ 186,510 | $ (101,684) | $ (4,666) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Contribution of equity | 222,646 | 222,646 | |||||
Issuance of Class A and Class C Units | 42,669 | 42,669 | |||||
Unit awards amortization | 1,985 | 1,985 | |||||
Other comprehensive income | 1,879 | 1,879 | |||||
Net income (loss) | Predecessor | 0 | ||||||
Net income (loss) | Successor | (187,087) | ||||||
Net income (loss) | (187,087) | (187,087) | |||||
Ending balance at Dec. 31, 2016 | 162,252 | 453,810 | $ 0 | (288,771) | (2,787) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Effect of the Organizational Transactions | 0 | (453,810) | 156,270 | 297,540 | |||
Issuance of common stock sold in initial public offering, net of offering costs and deferred stock awards for executives | 246,933 | $ 1,031 | 245,902 | ||||
Stock-based compensation | 10,578 | 10,578 | |||||
Effect of RockPile acquisition | 130,290 | 87 | 130,203 | ||||
Other comprehensive income | 1,059 | 1,059 | |||||
Deferred tax adjustment | (1,879) | (1,879) | |||||
Net income (loss) | Predecessor | (7,918) | (7,918) | |||||
Net income (loss) | Successor | (28,223) | (28,223) | |||||
Net income (loss) | (36,141) | ||||||
Ending balance | 513,092 | $ 0 | 1,118 | 541,074 | (27,372) | (1,728) | |
Shares repurchased and retired related to stock-based compensation | (3,579) | (1) | (3,578) | ||||
Shares repurchased and retired related to stock repurchase program | (104,861) | (81) | (103,507) | (1,273) | |||
Stock-based compensation | [1] | 21,460 | 2 | 21,458 | |||
Other comprehensive income | 1,738 | 808 | 930 | ||||
Net income (loss) | Predecessor | 0 | ||||||
Net income (loss) | Successor | 59,331 | ||||||
Net income (loss) | 59,331 | 0 | 0 | 59,331 | 1,924 | ||
Ending balance | $ 487,181 | $ 1,038 | $ 455,447 | $ 31,494 | $ (798) | ||
[1] | Stock-based compensation during 2018 includes stock-based compensation expense recognized during the period of $17.2 million and the vested deferred stock awards of $4.3 million. Refer to Note (12) Stock-Based Compensation for further discussion of the Company’s stock-based compensation. |
Consolidated and Combined Sta_4
Consolidated and Combined Statements of Changes in Owners' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Equity-based compensation cost | $ 17,166 |
Vested deferred stock awards | $ 4,300 |
Consolidated and Combined Sta_5
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 59,331 | $ (36,141) | $ (187,087) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 259,145 | 159,280 | 100,979 |
Amortization of deferred financing fees | 3,147 | 5,241 | 4,152 |
(Gain) loss on disposal of assets | 5,047 | (2,555) | (387) |
Equity-based compensation | 17,166 | 10,578 | 1,985 |
Loss on debt extinguishment, including prepayment premiums | 7,563 | 31,084 | 0 |
Loss on contingent consideration liability | 13,254 | 0 | 0 |
Loss on foreign currency translation | 2,621 | 0 | 0 |
Unrealized gain (loss) on derivatives | (880) | 791 | (1,784) |
Realized (gain) loss on derivatives | (697) | 172 | 3,641 |
Gain on insurance proceeds recognized in other income | (14,892) | 0 | 0 |
Loss on impairment of assets | 0 | 0 | 185 |
Accrued interest on loan—related party | 0 | 0 | 471 |
Other non-cash expenses | 0 | (322) | 0 |
Changes in operating assets and liabilities | |||
Decrease (increase) in trade and other accounts receivable, net | 27,485 | (113,047) | (13,027) |
Decrease (increase) in inventories | (2,725) | (15,475) | 8,485 |
Decrease (increase) in prepaid and other current assets | 2,734 | 20,294 | (5,994) |
Decrease (increase) in other assets | 362 | (336) | 32 |
Increase (decrease) in accounts payable | 11,304 | (141) | 14,214 |
Decrease in customer contract liabilities | (4,940) | 0 | 0 |
Increase (decrease) in accrued expenses | (32,318) | 41,446 | 19,735 |
Increase (decrease) in other liabilities | (2,396) | (21,178) | 346 |
Net cash provided by (used) in operating activities | 350,311 | 79,691 | (54,054) |
Cash flows from investing activities | |||
Asset and business acquisitions | (35,003) | (116,576) | (203,900) |
Purchase of property and equipment | (277,569) | (141,340) | (23,126) |
Advances of deposit on equipment | (4,153) | (23,096) | (420) |
Payments for leasehold improvements | (1,651) | (157) | 0 |
Implementation of software | (883) | (687) | (453) |
Proceeds from sale of assets | 4,652 | 30,565 | 711 |
Proceeds from insurance recoveries | 18,247 | 515 | 22 |
Equity-method investment | (1,146) | 0 | 0 |
Payments received (advances) on note receivable | 0 | 0 | 5 |
Net cash used in investing activities | (297,506) | (250,776) | (227,161) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 0 | 255,494 | 0 |
Proceeds from the secured notes and term loan facilities | 348,250 | 285,000 | 100,000 |
Payments on the secured notes and term loan facilities | (284,952) | (289,902) | (5,647) |
Payments on capital leases | (4,119) | (2,861) | (2,668) |
Prepayment premiums on early debt extinguishment | 0 | (15,817) | 0 |
Payment of debt issuance costs | (7,331) | (13,792) | (15,052) |
Payment of contingent consideration liability | (11,962) | 0 | 0 |
Shares repurchased and retired related to share repurchase program | (104,861) | 0 | 0 |
Shares repurchased and retired related to stock-based compensation | (3,579) | 0 | 0 |
Contributions | 0 | 0 | 200,000 |
Net cash provided by (used in) financing activities | (68,554) | 218,122 | 276,633 |
Non-cash effect of foreign translation adjustments | (165) | 163 | 80 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (15,914) | 47,200 | (4,502) |
Cash, cash equivalents and restricted cash, beginning | 96,120 | 48,920 | 53,422 |
Cash, cash equivalents and restricted cash, ending | 80,206 | 96,120 | 48,920 |
Supplemental disclosure of cash flow information: | |||
Interest expense, net | 24,528 | 30,104 | 25,516 |
CVR settlement | 19,918 | 0 | 0 |
Income taxes | 5,529 | 0 | 0 |
Non-cash investing and financing activities: | |||
Non-cash purchases of property and equipment | 9,821 | 25,193 | 9,364 |
Non-cash reduction in capital lease obligations | 114 | 20 | 1,281 |
Non-cash additions to capital lease obligations | 6,831 | 2,739 | 0 |
Non-cash issuance of acquisition shares | 0 | 130,290 | 0 |
Non-cash forgiveness of related party loan | 0 | 0 | 22,646 |
Non-cash issuance of Class A and C Units | $ 0 | $ 0 | $ 42,669 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Basis of Presentation and Nature of Operations Keane Group, Inc. (the “Company”, “KGI” or “Keane”) was formed on October 13, 2016 as a Delaware corporation to be a holding corporation for Keane Group Holdings, LLC and its subsidiaries (collectively referred to as “Keane Group”), for the purpose of facilitating the initial public offering (the “IPO”) of shares of common stock of the Company. The accompanying consolidated and combined financial statements were prepared using United States Generally Accepted Accounting Principles (“GAAP”) and the instructions to Form 10-K and Regulation S-X. The Company’s accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires the Company to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (2) the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from the Company’s estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment and intangible assets; allowances for doubtful accounts; inventory reserves; acquisition accounting; contingent liabilities; and the valuation of property and equipment, intangible assets, equity issued as consideration in an acquisition, equity-based incentive plan awards and derivatives. Management believes the consolidated and combined financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position as of December 31, 2018 and the results of its operations and cash flows for the years ended December 31, 2018 , 2017 and 2016 . Such adjustments are of a normal recurring nature. The consolidated and combined financial statements include the accounts of Keane Group, Inc. and its consolidated subsidiaries: Keane Group Holdings, LLC; KGH Intermediate Holdco I, LLC; KGH Intermediate Holdco II, LLC; Keane Frac, LP; Keane Frac TX LLC; Keane Frac ND, LLC; Keane Frac GP, LLC and Keane Completions CN Corp. All intercompany transactions and balances have been eliminated. The consolidated financial statements for the period from January 1, 2016 to March 15, 2016 reflect only the historical results of the Company prior to the completion of the Company’s acquisition of the Acquired Trican Operations (as defined herein). The consolidated and combined financial statements for the period from January 1, 2017 to July 2, 2017 reflect only the historical results of the Company prior to the completion of the Company’s acquisition of RockPile (as defined herein). Earnings per share and weighted-average shares outstanding for the years ended December 31, 2017 and 2016 have been presented giving pro forma effect to the Organizational Transactions (as defined herein) as if they had occurred on January 1, 2016. Financial results for the years ended December 31, 2017 and 2016 are the financial results of Keane Group, Inc. and Keane Group Holdings, LLC, the Company’s predecessor for accounting purposes, as there was no activity under Keane Group, Inc. prior to 2017. (a) Initial Public Offering On January 25, 2017, the Company completed the IPO of 30,774,000 shares of its common stock at the public offering price of $19.00 per share, which included 15,700,000 shares offered by the Company and 15,074,000 shares offered by the selling stockholder, including 4,014,000 shares sold as a result of the underwriters’ exercise of their overallotment option. The IPO proceeds to the Company, net of underwriters’ fees and capitalized cash payments of $4.8 million for professional services and other direct IPO related activities, was $255.5 million . The net proceeds were used to fully repay KGH Intermediate Holdco II, LLC (“Holdco II”)’s term loan balance of $99.0 million and the associated prepayment premium of $13.8 million , and to repay $50.0 million of its 12% secured notes due 2019 (“Senior Secured Notes”) and the associated prepayment premium of approximately $0.5 million . The remaining proceeds were used for general corporate purposes, including capital expenditures, working capital and potential acquisitions and strategic transactions. Upon completion of the IPO and the reorganization, the Company had 103,128,019 shares of common stock outstanding. All underwriting discounts and commissions and other specific costs directly attributable to the IPO were deferred and netted against the gross proceeds of the offering through paid-in capital in excess of par value. (b) Organizational Transactions In connection with the IPO, the Company completed a series of organizational transactions (the “Organizational Transactions”), including the following: • Certain entities affiliated with Cerberus Capital Management, L.P., certain members of the Keane family, Trican Well Service Ltd. (“Trican”) and certain members of the Company’s management team (collectively, the “Existing Owners”) contributed all of their direct and indirect equity interests in Keane Group to Keane Investor Holdings LLC (“Keane Investor”); • Keane Investor contributed all of its equity interests in Keane Group to the Company in exchange for common stock of the Company; and • The Company’s independent directors received grants of restricted stock of the Company in substitution for their interests in Keane Group. The Organizational Transactions represented a transaction between entities under common control and were accounted for similarly to pooling of interests in a business combination. The common stock of the Company issued to Keane Investor in exchange for its equity interests in Keane Group was recognized by the Company at the carrying value of the equity interests in Keane Group. In addition, the Company became the successor and Keane Group the predecessor for the purposes of financial reporting. The financial statements for the periods prior to the IPO and Organizational Transactions have been adjusted to combine and consolidate the previously separate entities for presentation purposes. As a result of the Organizational Transactions and the IPO, (i) the Company became a holding company with no material assets other than its ownership of Keane Group, (ii) an aggregate of 72,354,019 shares of the Company’s common stock were owned by Keane Investor and certain of the Company’s independent directors, and Keane Investor entered into a Stockholders’ Agreement with the Company, (iii) the Existing Owners became holders of equity interests in the Company’s controlling stockholder, Keane Investor (and holders of Keane Group’s Class B and Class C Units became holders of Class B and Class C Units in Keane Investor) and (iv) the capital stock of the Company consists of (x) common stock, entitled to one vote per share on all matters submitted to a vote of stockholders and (y) undesignated and unissued preferred stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies (a) Business Combinations and Asset Acquisitions Business combinations are accounted for using the acquisition method of accounting in accordance with the Accounting Standards Codification (“ASC”) 805, “Business Combinations”, as amended by Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business.” The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 850, “Fair Value Measurements”, using discounted cash flows and other applicable valuation techniques. Any acquisition related costs incurred by the Company are expensed as incurred. Any excess purchase price over the fair value of the net identifiable assets acquired is recorded as goodwill if the definition of a business is met. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 850 using discounted cash flows and other applicable valuation techniques. Operating results of an acquired business are included in our results of operations from the date of acquisition. Asset acquisitions, as defined in ASU 2017-01, are measured based on their cost to the Company, including transaction costs. An asset acquisition’s cost or the consideration transferred by the Company is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash the Company paid to the seller as well as transaction costs incurred. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to the Company or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. Goodwill is not recognized in an asset acquisition. Refer to Note (3) Acquisition s for discussion of the acquisitions completed in 2018 , 2017 , and 2016 . (b) Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash is invested in overnight repurchase agreements and certificates of deposit with an initial term of less than three months. Net cash received from certain dispositions or casualty events of more than $25.0 million per single transaction or $50.0 million per series of related transactions, under the 2018 Term Loan Facility (as defined herein), and of more than $25.0 million , under the 2017 ABL Facility (as defined herein), is considered to be restricted. The Company may, at management’s discretion, reinvest any part of such proceeds in assets (other than current assets) useful for its business (in the case of the 2018 Term Loan Facility) and for replacing or repairing the assets in respect of which such proceeds were received (in the case of the 2017 ABL Facility), in each case within 12 months from the receipt date of such proceeds. Otherwise, the proceeds are required to be applied as a prepayment of the 2018 Term Loan Facility or any outstanding commitments under the 2017 ABL Facility. The Company did no t have any qualifying asset sale proceeds or insurance proceeds that exceeded the dollar thresholds described above for the year ended December 31, 2018 under the 2018 Term Loan Facility or 2017 ABL Facility. For the year ended December 31, 2017 , the Company had a qualifying insurance recovery of $0.5 million under the 2017 Term Loan Facility. The Company did no t have any restricted cash as of December 31, 2018 and 2017 . (c) Trade Accounts Receivable Trade accounts receivable are recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated and combined statements of cash flows. The Company analyzes the need for an allowance for doubtful accounts for estimated losses related to potentially uncollectible accounts receivable on a case by case basis throughout the year. In establishing the required allowance, management considers historical losses, adjusted to take into account current market conditions and the Company’s customers’ financial condition, the balance of receivables in dispute, the current receivables aging and current payment patterns. The Company reserves amounts based on specific identification. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Trade accounts receivable were $210.1 million and $235.8 million at December 31, 2018 and 2017 , respectively. As of December 31, 2018 and 2017 , the Company had an allowance for doubtful accounts of $0.5 million . (d) Inventories Inventories are stated at the lower of cost or market (net realizable value). Costs of inventories include purchase, conversion and condition. As inventory is consumed, the expense is recorded in cost of services in the consolidated and combined statements of operations and comprehensive income (loss) using the weighted average cost method for all inventories. The Company periodically reviews the nature and quantities of inventory on hand and evaluates the net realizable value of items based on historical usage patterns, known changes to equipment or processes and customer demand for specific products. Significant or unanticipated changes in business conditions could impact the magnitude and timing of impairment recognized. Provision for excess or obsolete inventories is determined based on our historical usage of inventory on-hand, volume on-hand versus anticipated usage, technological advances and consideration of current market conditions. Inventories that have not turned over for more than a year are subject to a slow-moving reserve provision. In addition, inventories that have become obsolete due to technological advances, excess volume on-hand or not fitting our equipment are written-off. (e) Revenue Recognition The Company adopted ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, effective January 1, 2018, using the modified retrospective method. Changes were made to the relevant business processes and the related control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting. There were no significant changes to the Company’s internal control over financial reporting due to the Company’s adoption of ASU 2014-09. Revenue from the Company’s Completion Services and Other Services segments are earned as services are rendered, which is generally on a per stage or fixed monthly rate for the Company’s Completions Services segment and on a per job basis for the Other Services segment. All revenue is recognized when a contract with a customer exists, the performance obligations under the contract have been satisfied over time, the amount to which the Company has the right to invoice has been determined and collectability of amounts subject to invoice is probable. Contract fulfillment costs, such as mobilization costs and shipping and handling costs, are expensed as incurred and are recorded in cost of services in the consolidated and combined statements of operations and comprehensive income (loss). To the extent fulfillment costs are considered separate performance obligations that are billable to the customer, the amounts billed are recorded as revenue in the consolidated and combined statements of operations and comprehensive income (loss). The Company does not incur contract acquisition and origination costs. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated and combined statements of operations and comprehensive income (loss) and net cash provided by operating activities in the consolidated and combined statements of cash flows. The Company has elected the practical expedient to recognize revenue based upon the transactional value it has the right to invoice upon completion of each performance obligation per the contract terms, as the Company believes its right to consideration corresponds directly with the value transferred to the customer, and this expedient does not lend itself to the application of significant judgment. The Company has also elected the practical expedient to expense immediately mobilization costs, as the amortization period would always be less than one year. As a result of electing these practical expedients, there was no material impact on the Company’s current revenue recognition processes and no retrospective adjustments were necessary. The Company’s obligations for refunds as well as the warranties and related obligations stated in its contracts with its customers are standard to the industry and are related to the correction of any defectiveness in the execution of its performance obligations. Revenue from the Company’s Completion Services and Other Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing and wireline services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue is recognized upon the completion of each performance obligation. The Company’s performance obligations under its Completion Services segment represent each stage frac’d or each stage perforated. Once a stage has been completed, a field ticket is created that includes charges for the service performed and the chemicals and proppant consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment to the location, any additional equipment used on the job and other miscellaneous items. The field ticket represents the amounts to which the Company has the right to invoice and to recognize as revenue. Other Services The Company provides cementing services pursuant to contractual arrangements, such as term contracts, or on a spot market basis. Revenue is recognized upon the completion of each performance obligation, which for cementing services, represents the portion of the well cemented: surface casing, intermediate casing or production liner. The performance obligations are satisfied over time. Jobs for these services are typically short term in nature, with most jobs completed in a day. Once the well has been cemented, a field ticket is created that includes charges for the services performed and the consumables used during the course of service. The field ticket represents the amounts to which the Company has the right to invoice and to recognize as revenue. Disaggregation of Revenue Revenue activities during the years ended December 31, 2018 , 2017 and 2016 were as follows: Twelve Months Ended 2018 2017 2016 Revenue by segment: Completion Services $ 2,100,956 $ 1,527,287 $ 410,854 Other Services 36,050 14,794 9,716 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 Revenue by geography: East $ 790,026 $ 566,891 $ 181,629 North 268,012 235,391 59,706 South 1,078,968 739,799 179,235 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 Contract Balances In line with industry practice, the Company bills its customers for its services in arrears, typically when the stage or well is completed or at month-end. The majority of the Company’s jobs are completed in less than 30 days. Furthermore, it is currently not standard practice for the Company to execute contracts with prepayment features. As such, the Company’s contract liabilities are immaterial to its consolidated and combined balance sheets. Payment terms after invoicing are typically 30 days or less. (f) Property and Equipment Property and equipment, inclusive of equipment under capital lease, are generally stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 13 months to 40 years . Management bases the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. When components of an item of property and equipment are identifiable and have different useful lives, they are accounted for separately as major components of property and equipment. Equipment held under capital leases are generally amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset and the term of the lease. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within operating costs and expenses in the consolidated and combined statements of operations and comprehensive income (loss). Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Leasehold improvements are assigned a useful life equal to the term of the related lease. In the first quarter of 2018, the Company reassessed the estimated useful lives of select machinery and equipment. The Company concluded that due to an increase in service intensity driven by a shift to more 24-hour work, higher stage volumes, larger stages and more proppant usage per stage, the estimated useful lives of these select machinery and equipment should be reduced by approximately 50% . In accordance with ASC 250, “Accounting Changes and Error Corrections,” the change in the estimated useful lives of the Company’s property and equipment was accounted for as a change in accounting estimate, on a prospective basis, effective January 1, 2018. This change resulted in an increase in depreciation expense and decrease in net income during the year ended December 31, 2018 of $15.0 million in the consolidated and combined statement of operations and comprehensive income. As a result of a system upgrade to its fixed asset accounting module, in the third quarter of 2018, the Company changed its depreciation method from mid-month straight-line depreciation to days straight-line depreciation. The impact of this change in depreciation method to the Company’s consolidated and combined statement of operations and comprehensive income (loss) was immaterial. Depreciation methods, useful lives and residual values are reviewed annually. (g) Major Maintenance Activities The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgment in the application of how the costs benefit future periods, relative to the Company’s capitalization policy. Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset by greater than 12 months are capitalized. (h) Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price of a business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment analysis, the Company evaluates goodwill for impairment annually, as of October 31, or more often as facts and circumstances warrant. When performing the impairment assessment, the Company evaluates factors, such as unexpected adverse economic conditions, competition and market changes. Goodwill is allocated to one reporting unit, Completion Services. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting segment, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. The Company may also choose to bypass a qualitative approach and opt instead to employ detailed testing methodologies, regardless of a possible more likely than not outcome. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. The Company’s goodwill is allocated solely to its Completion Services segment. If the carrying amount of the reportable segment exceeds its fair value, step two in the goodwill impairment test requires goodwill to be written down to its implied fair value through a charge to operating expense based on a hypothetical purchase price allocation method. In 2018 , the Company performed Step 0 of the goodwill impairment assessment by reviewing relevant qualitative factors. The Company determined there were no events that would indicate the carrying amount of its goodwill may not be recoverable, and as such, no impairment charge was recognized. The Company’s assessment was based on the following factors: forecasted growth in gross domestic product for 2019, equity markets remain near all-time highs, commodity prices are projected at levels that would favor continued investment in drilling and well completion, production cuts by members of the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC members, positive trends and forecasts for the oil and gas industry and the Company’s positive projected financial results for 2019 across all of its reporting units. No goodwill impairment has been recognized since inception in 2013. The Company’s indefinite-lived assets consist of the Company’s trade name. The Company assesses its indefinite-lived intangible assets for impairment annually, as of October 31, or whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. There was no indefinite-lived asset impairment recognized during 2018 , 2017 or 2016 . (i) Long-Lived Assets The Company assesses its long-lived assets, such as definite-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets. For the Company’s property and equipment, the Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be at the service line level: hydraulic fracturing, wireline, cementing and drilling, except for an entity level asset group for assets that do not have identifiable independent cash flows. For the Company’s definite-lived intangible assets, the Company determined each intangible asset generates identifiable cash flows independent of one another and independent of the other assets in the operating segment with which they are associated. As such, the Company concluded that each intangible asset should be individually assessed for impairment. Impairments exist when the carrying amount of an asset group exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. When alternative courses of action to recover the carrying amount of the asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the asset is not recoverable based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset group’s carrying amount over its estimated fair value, such that the asset group’s carrying amount is adjusted to its estimated fair value, with an offsetting charge to operating expense. The Company measures the fair value of its property and equipment using the discounted cash flow method or the market approach, the fair value of its customer contracts using the multi-period excess earning method and income based “with and without” method, the fair value of its acquired fracking fluid software technology using the “income based relief-from-royalty” method and the fair value of its non-compete agreement using “lost income” approach. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of projected revenue growth, fleet count, utilization, gross margin rates, SG&A rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates. In 2018 and 2017, for the Company’s property and equipment and definite-lived intangible assets, the Company determined there were no events that would indicate the carrying amount of these assets may not be recoverable, and as such, no impairment charge was recognized. The Company’s assessment was based on the following factors: there have been no significant decreases in the market price or use of the Company’s definite-lived assets, the Company continued to drive efficiencies, capabilities and utilization across all of its service lines, projected market and oil and gas industry conditions favor continued investment in drilling and well completion and the Company’s positive projected financial results for 2019 across all of its service lines. In 2016, for the Company’s definite-lived assets, the Company recorded a $0.2 million impairment charge related to a non-compete agreement in the Other Services segment, because there were insufficient forecasted cash flows to support this intangible asset. Amortization on definite-lived intangible assets is calculated on the straight-line method over the estimated useful lives of the assets. (j) Derivative Instruments and Hedging Activities The Company utilizes interest rate derivatives to manage interest rate risk associated with its floating-rate borrowings. The Company recognizes all derivative instruments as either assets or liabilities on the consolidated and combined balance sheets at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income (loss) until the hedged item affects earnings. The Company only enters into derivative contracts that it intends to designate as hedges for the variability of cash flows to be received or paid related to a recognized asset or liability (i.e. cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The Company discontinues hedge accounting prospectively, when it determines that the derivative is no longer highly effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the originally forecasted transaction is no longer probable of occurring or if management decides to remove the designation of the cash flow hedge. The net derivative instrument gain or loss related to a discontinued cash flow hedge shall continue to be reported in accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the originally hedged transaction affects earnings, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period. When it is probable that the originally forecasted transaction will not occur by the end of the originally specified time period, the Company recognizes immediately, in earnings, any gains and losses related to the hedging relationship that were recognized in accumulated other comprehensive income (loss). In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the consolidated and combined balance sheets and recognizes any subsequent changes in the derivative’s fair value in earnings. (k) Fair Value Measurement Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. (l) Stock-based compensation The Company recognizes compensation expense for restricted stock awards, restricted stock units to be settled in common stock (“RSUs”) and non-qualified stock options (“stock options”) based on the fair value of the awards at the date of grant. The fair value of restricted stock awards and RSUs is determined based on the number of shares or RSUs granted and the closing price of the Company’s common stock on the date of grant. The fair value of stock options is determined by applying the Black-Scholes model to the grant-date market value of the underlying common shares of the Company. The Company has elected to recognize forfeiture credits for these awards as they are incurred, as this method best reflects actual stock-based compensation expense. Compensation expense from time-based restricted stock awards, RSUs and stock options is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Deferred compensation expense associated with liability-based awards, such as deferred stock awards that are expected to settle with the issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Upon settlement, the holders receive an amount of common stock equal to the fixed monetary amount at inception, based on the closing price of the Company’s stock on the date of settlement. Tax deductions on the stock-based compensation awards are not realized until the awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based award is greater than the cumulative GAAP compensation expense for that award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for an award is less than the cumulative GAAP compensation expense for that award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be recorded discretely in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the consolidated and combined statements of cash flows. The Company provides its employees with the election to settle the income tax obligations arising from the vesting of their restricted or deferred stock-based compensation awards by the Company withholding shares equal to such income tax obligations. Shares acquired from employees in connection with the settlement of the employees’ income tax obligations are accounted for as treasury shares that are subsequently retired. Restricted stock awards and RSUs are not considered issued and outstanding for purposes of earnings per share calculations until vested. For additional information, see Note ( 12 ) Stock-Based Compensation . (m) Taxes Upon consummation of the Organizational Transactions and the IPO, the Company became subject to U.S. federal income taxes. A provision for U.S. federal income tax has been provided in the consolidated and combined financial statements for the years ended December 31, 2018 and 2017 . Prior to 2019, the Company had a Canadian subsidiary, which was treated as a corporation for Canadian federal and provincial tax purposes. For Canadian tax purposes, the Company was subject to foreign income tax. The Company is responsible for certain state income and franchise taxes, which include Colorado, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas and West Virginia. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards, if applicable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The Company recognizes interest accrued related to unrecognized tax benefits, if any, in income tax expense. See Note ( 17 ) Income Taxes for a detailed discussion of the Company’s taxes and activities thereof during the years ended December 31, 2018 , 2017 and 2016 . (n) Commitments and Contingencies The Company accrues for contingent liabilities when such contingencies are probable and reasonably |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition s (a) Trican On March 16, 2016, the Company acquired the majority of the U.S. assets and assumed certain liabilities of Trican Well Service, L.P. (the “Acquired Trican Operations”) for total consideration of $248.1 million , comprised of $199.4 million in cash, $6.0 million in adjustments pursuant to terms of the acquisition agreement to Trican and $42.7 million in Class A and C Units in the Company (the “Trican Transaction”). The Company accounted for the acquisition of the Acquired Trican Operations using the acquisition method of accounting. Assets acquired and liabilities assumed in connection with the acquisition have been recorded based on their fair values. The Company finalized the purchase price allocation in March 2017 and recorded the measurement period adjustments noted in the following table. The following table summarizes the fair value of the consideration transferred for the acquisition of the Acquired Trican Operations and the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date of the Acquired Trican Operations: Total Purchase Consideration: (Thousands of Dollars) Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation Cash consideration $ 199,400 $ — $ 199,400 Net working capital purchase price adjustment 6,000 — 6,000 Class A and C Units issued 42,669 — 42,669 Total consideration $ 248,069 $ — $ 248,069 Accounts receivable $ 37,377 $ — $ 37,377 Inventories 20,006 (202 ) 19,804 Prepaid expenses 7,170 — 7,170 Property and equipment 205,546 (413 ) 205,133 Intangible assets 3,880 — 3,880 Total identifiable assets acquired 273,979 (615 ) 273,364 Accounts payable (12,630 ) 469 (12,161 ) Accrued expenses (9,524 ) (9,524 ) Current maturities of capital lease obligations (1,594 ) — (1,594 ) Capital lease obligations, less current maturities (2,386 ) — (2,386 ) Other non-current liabilities (1,372 ) — (1,372 ) Total liabilities assumed (27,506 ) 469 (27,037 ) Goodwill 1,596 146 1,742 Total purchase price consideration $ 248,069 $ — $ 248,069 Goodwill is calculated as the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill was primarily attributable to expected synergies and the assembled workforce, and was allocated in its entirety to the Completion Services segment for the purposes of evaluating future goodwill impairment. A portion of the Goodwill is tax deductible. Intangible assets related to the acquisition of Trican’s U.S. Operations consisted of the following: Estimated useful life (in Years) Fair value (Thousands of Dollars) Customer contracts 1.8 $ 3,500 Non-compete agreements 2.0 50 Fracking Fluids 4.8 330 Total intangible assets $ 3,880 Weighted average life of finite-lived intangibles 2.1 For the valuation of the customer relationship intangible asset, management used the income based “with and without” method, which is a specific application of the discounted cash flow method. Under this method, the Company calculated the present value of the after-tax cash flows expected to be generated by the business with and without the customer relationships. The forecasted cash flows in the “without” scenario included the cost of reestablishing customer relationships and were discounted at the Company’s cost of equity. The non-compete agreements intangible asset was valued using the “lost income” approach including the probability of competing. Estimated cash flows were discounted at the weighted average cost of capital due to the low risk profile of this contract. The term of the non-compete agreement is two years from the closing date of the Trican Transaction. As part of the acquisition of Trican’s U.S. Operations, the Company obtained the right to use certain proprietary fracking-related fluids, including MVP FracTM and TriVertTM (the “Fracking Fluids”), for its own pressure pumping services to its customers. The Fracking Fluids were valued using the “income-based relief-from-royalty” method. Under this method, revenues expected to be generated by the technology are multiplied by a selected royalty rate. The estimated after-tax royalty revenue stream is then discounted to present value using the Company’s cost of equity. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. The remaining amount of working capital purchase adjustment of $1.5 million , which was recorded as a payable on the date of acquisition, was reversed into income on the consolidated and combined statements of operations and comprehensive (loss) as part of the gain on the Trican indemnification settlement . This did not result in any adjustment to the purchase accounting, as the settlement occurred after the twelve-month measurement period was completed. See Note (19) Related Party Transactions for further details. The following unaudited pro forma information assumes the acquisition of the Acquired Trican Operations occurred on January 1, 2015. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2016, or any operating efficiencies or inefficiencies that resulted from the acquisition of the Acquired Trican Operations. The information is not necessarily indicative of the results that would have been achieved had the Company controlled the Acquired Trican Operations during the period presented. The pro forma information does not include any integration or transactions costs that the Company incurred related to the acquisition in the periods following the period presented. (Thousands of Dollars) Unaudited Year Ended Revenue $ 464,036 Net Income $ (217,313 ) The Company’s consolidated and combined statement of operations and comprehensive loss include revenue (unaudited) of $191.0 million and gross profit (unaudited) of $10.4 million from the Acquired Trican Operations from the date of acquisition on March 16, 2016 to December 31, 2016. (b) RockPile On July 3, 2017 (the “RockPile Acquisition Date”), the Company acquired 100% of the outstanding equity interests of RockPile Energy Services, LLC and its subsidiaries (“RockPile”) from RockPile Energy Holdings, LLC (the “Principal Seller”). RockPile was a multi-basin provider of integrated well completion services in the U.S., whose primary service offerings included hydraulic fracturing, wireline perforation and workover rigs. Through this acquisition, the Company deepened its existing presence in the Permian Basin and Bakken Formation and further solidified its position as one of the largest pure-play providers of integrated well completion services in the U.S. This acquisition also enabled the Company to expand certain service offerings and capabilities within its Other Services segment. The acquisition of RockPile was completed for cash consideration of $116.6 million , subject to post-closing adjustments, 8,684,210 shares of the Company’s common stock (the “Acquisition Shares”) and contingent value rights, as described below. The fair value of the Acquisition Shares, which is recorded in owners’ equity in the consolidated and combined balance sheet, was calculated using the closing price of the Company’s common stock on July 3, 2017, of $16.29 , discounted by 7.9% to reflect the lack of marketability resulting from the 180-day lock-up period during which resale of the Acquisition Shares is restricted. Subject to the terms and conditions of the Contingent Value Rights Agreement (the “CVR Agreement”) by and among the Company, the Principal Seller and Permitted Holders (as defined in the CVR Agreement and, together with the Principal Seller, the “RockPile Holders”), the Company agreed to pay contingent consideration (the “Aggregate CVR Payment Amount”), which would equal the product of the Acquisition Shares held by RockPile on April 10, 2018 and the CVR Payment Amount, provided that the CVR Payment Amount did not exceed $2.30 . The “CVR Payment Amount” was the difference between (a) $19.00 and (b) the arithmetic average of the dollar volume weighted average price of the Company’s common stock on each trading day for twenty ( 20 ) trading days randomly selected by the Company during the thirty ( 30 ) trading day period immediately preceding the last business day prior to April 3, 2018 (the “Twenty-Day VWAP”). The Aggregate CVR Payment Amount was agreed to be reduced on a dollar for dollar basis if the sum of the following exceeds $165.0 million : • (i) the aggregate gross proceeds received in connection with the resale of any Acquisition Shares, plus • (ii) the product of the number of Acquisition Shares held by the RockPile Holders on April 10, 2018 and the Twenty-Day VWAP, plus • (iii) the Aggregate CVR Payment Amount. In early April 2018, in accordance with the terms and conditions of the CVR Agreement, the Company calculated and paid the final Aggregate CVR Payment Amount, due to the RockPile Holders, of $19.9 million and recognized a loss of $13.2 million during the year ended December 31, 2018 in other income (expense), net in the consolidated statement of operations and comprehensive income. The Company accounted for the acquisition of RockPile using the acquisition method of accounting. Assets acquired, liabilities assumed and equity issued in connection with the acquisition were recorded based on their fair values. The Company finalized the purchase price allocation in June 2018. Of the measurement period adjustments noted in the following table, $11.3 million were recorded in 2017 and $2.4 million were recorded in 2018. The following table summarizes the fair value of the consideration transferred for the acquisition of RockPile and the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the RockPile Acquisition Date: Total Purchase Consideration: Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation (Thousands of Dollars) Cash consideration $ 123,293 $ (6,717 ) $ 116,576 Equity consideration 130,290 — 130,290 Contingent consideration 11,962 — 11,962 Less: Cash acquired (20,379 ) 20,379 — Total purchase consideration, less cash acquired $ 245,166 $ 13,662 $ 258,828 Trade and other accounts receivable $ 57,117 $ 1,484 $ 58,601 Inventories, net 2,853 138 2,991 Prepaid and other current assets 13,630 (717 ) 12,913 Property and equipment, net 157,654 8,653 166,307 Intangible assets 20,967 (1,267 ) 19,700 Notes receivable 250 (250 ) — Other noncurrent assets 363 (57 ) 306 Total identifiable assets acquired 252,834 7,984 260,818 Accounts payable (38,999 ) 16,180 (22,819 ) Accrued expenses (22,161 ) (13,315 ) (35,476 ) Deferred revenue (23,053 ) 698 (22,355 ) Other non-current liabilities (827 ) (2,412 ) (3,239 ) Total liabilities assumed (85,040 ) 1,151 (83,889 ) Goodwill 77,372 4,527 81,899 Total purchase price consideration $ 245,166 $ 13,662 $ 258,828 The goodwill in this acquisition was primarily attributable to expected synergies and new customer relationships and was allocated in its entirety to the Completions segment. All the goodwill recognized for the acquisition of RockPile is tax deductible with an amortization period of 15 years . Intangible assets related to the acquisition of RockPile consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Customer contracts 10.8 $ 19,700 Total $ 19,700 For the valuation of the customer relationship intangible asset within the Completions Services segment, management used the income based multi-period excess earning method, which utilized contributory asset charges. Under this method, the Company calculated cash flows derived from the customer relationships and then deducted portions of the cash flow that could be attributed to supporting assets that contribute to the generation of said cash flows. Estimated cash flows were discounted at the weighted average cost of capital, adjusted for an intangible asset risk component. This premium reflects increased risk related to the specific intangible asset as compared to the Company as a whole. For the valuation of the customer relationship intangible asset within the Other Services segment, management used the income based “with and without” method, which is a specific application of the discounted cash flow method. Under this method, the Company calculated the present value of the after-tax cash flows expected to be generated by the business with and without the customer relationships. The forecasted cash flows in the “without” scenario included the cost of reestablishing customer relationships and were discounted at the Company’s weighted average cost of capital, adjusted for an intangible asset risk component. The following transactions were recognized separately from the acquisition of assets and assumptions of liabilities in the acquisition of RockPile. Deal costs consist of legal and professional fees and pre-merger notification fees. Integration costs consist of expenses incurred to integrate RockPile’s operations with that of the Company, including retention bonuses and severance payments. Harmonization costs consist of expenses incurred in connection with aligning RockPile’s accounting processes and procedures and integrating its enterprise resource planning system with those of the Company. The expenses for all these transactions were expensed as incurred. (Thousands of Dollars) Transaction Type Year Ended Location Deal costs $ 513 Cost of services Deal costs 6,166 Selling, general and administrative expenses Integration 214 Cost of services Integration 1,124 Selling, general and administrative expenses Harmonization 656 Selling, general and administrative expenses $ 8,673 The following combined pro forma information assumes the acquisition of RockPile occurred on January 1, 2016. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after July 2, 2017 or any operating efficiencies or inefficiencies that resulted from the acquisition of RockPile. The information is not necessarily indicative of results that would have been achieved had the Company controlled RockPile during the periods presented. Pro forma net loss for the year ended December 31, 2017 includes $0.8 million of non-recurring retention bonuses associated with the acquisition, which were incurred after the closing and $1.8 million of compensation costs associated with the executives of RockPile whom the Company retained. In addition, the Company incurred $2.2 million of transaction costs that were not reflected in this pro forma financial information, since they were incurred prior to the closing. (Thousands of Dollars) Unaudited Year Ended December 31, 2017 2016 Revenue $ 1,732,279 $ 543,966 Net loss (49,348 ) (203,383 ) Net loss per share (basic and diluted) $ (0.44 ) $ (2.12 ) Weighted-average shares outstanding (basic and diluted) 111,939 96,112 The Company’s consolidated and combined statement of operations and comprehensive income for 2017 includes revenue (unaudited) of $192.2 million and gross profit (unaudited) of $29.8 million , from the RockPile operations, from the date of acquisition on July 3, 2017 to December 31, 2017. (c) Asset Acquisition from Refinery Specialties, Incorporated On July 24, 2018, the Company executed a purchase agreement with Refinery Specialties, Incorporated (“RSI”) to acquire approximately 90,000 hydraulic horsepower and related support equipment for approximately $35.4 million , inclusive of an $0.8 million deposit reimbursement related to future equipment deliveries. This acquisition was partially funded by the insurance proceeds the Company received in connection with a fire that resulted in damage to a portion of one of the Company’s fleets (for further details see Note ( 7 ) Property and Equipment, net ) . The Company also assumed operating leases for light duty vehicles in connection with the RSI transaction and RSI entered into a non-compete arrangement in turn with the Company. In September 2018, the Company, and RSI reached an agreement to refund the Company $0.8 million of the purchase price due to repair costs required for certain acquired equipment. The resulting purchase price after the refund was $34.6 million , and the Company incurred $0.4 million of transaction costs related to the acquisition, bringing total cash consideration related to the acquisition to $35.0 million . The Company accounted for this acquisition as an asset acquisition pursuant to ASU 2017-01 and allocated the purchase price of the acquisition plus the transactions costs amongst the acquired hydraulic horsepower and related support equipment, as the fair value of the acquired hydraulic horsepower and related support equipment represented substantially all of the fair value of the gross assets acquired in the asset acquisition with RSI. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets The intangible assets balance in the Company’s consolidated and combined balance sheets represents the fair value, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2018 Weighted average remaining Gross Accumulated Net Customer contracts 8.3 $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 7.3 700 (362 ) 338 Trade name Indefinite life 10,200 — 10,200 Technology 1.8 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 (Thousands of Dollars) December 31, 2017 Weighted average remaining Gross Accumulated Net Customer contracts 9.1 $ 68,600 $ (23,049 ) $ 45,551 Non-compete agreements 8.1 750 (360 ) 390 Trade name Indefinite life 10,200 — 10,200 Technology 2.1 3,023 (1,884 ) 1,139 Total $ 82,573 $ (25,293 ) $ 57,280 Amortization expense related to the intangible assets for the years ended December 31, 2018 , 2017 and 2016 was $6.3 million , $7.1 million and $5.7 million , respectively. Amortization for the Company’s intangible assets, excluding the trade name that has an indefinite useful life and in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2019 $ 5,402 2020 5,278 2021 4,996 2022 4,973 2023 4,973 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2018 , 2017 and 2016 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2016 $ 50,478 Acquisitions 84,489 Goodwill as of December 31, 2017 134,967 Acquisitions (2,443 ) Goodwill as of December 31, 2018 $ 132,524 The changes in the carrying amount of goodwill for the year ended December 31, 2018 and 2017 consisted of purchase price adjustments related to the acquisition of RockPile. For additional information, see Note (3) ( Acquisition s). There were no triggering events identified and no impairment recorded since inception and for the years ended December 31, 2018 , 2017 and 2016 . |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisted of the following at December 31, 2018 and December 31, 2017 : (Thousands of Dollars) December 31, December 31, Sand, including freight $ 14,697 $ 11,551 Chemicals and consumables 6,250 7,940 Materials and supplies 14,722 13,946 Total inventory, net $ 35,669 $ 33,437 Inventories are reported net of obsolescence reserves of $1.0 million and $0.3 million as of December 31, 2018 and 2017 , respectively. The Company recognized $0.7 million , $0.3 million and $0.02 million of obsolescence expense during the years ended December 31, 2018 , 2017 and 2016 . |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and Equipment, net consisted of the following at December 31, 2018 and December 31, 2017 : (Thousands of Dollars) December 31, December 31, Land $ 4,771 $ 5,186 Building and leasehold improvements 32,134 30,322 Office furniture, fixtures and equipment 7,691 6,338 Machinery and equipment 1,041,212 773,516 1,085,808 815,362 Less accumulated depreciation (562,813 ) (372,617 ) Construction in progress 8,324 25,255 Total property and equipment, net $ 531,319 $ 468,000 The machinery and equipment balance as of December 31, 2018 and 2017 included $10.0 million of hydraulic fracturing equipment under capital lease. The machinery and equipment balance as of December 31, 2018 and 2017 also included approximately $11.2 million and $5.1 million , respectively, of vehicles under capital leases. Accumulated depreciation for the hydraulic fracturing equipment under capital leases was $9.3 million and $8.3 million as of December 31, 2018 and 2017 , respectively. Accumulated depreciation for the vehicles under capital leases was $7.9 million and $1.6 million as of December 31, 2018 and 2017 , respectively. All (gains) and losses are presented within (gain) loss on disposal of assets in the consolidated and combined statements of operations and comprehensive income (loss). The following summarizes the proceeds received and (gains) losses recognized on the disposal of certain assets for the years ended December 31, 2018 , 2017 and 2016 : Year ended December 31, 2018 During the year ended December 31, 2018 , the Company divested the following assets: • idle field operations facility in Mathis, Texas, acquired as part of the Acquired Trican Operations, for net proceeds of $1.1 million and a net loss of $2.7 million , within the Corporate segment; • early disposals of hydraulic fracturing pump components for a net loss of $3.5 million . The loss on these early disposals were offset by the salvage values of transmission cores from failed transmissions. These assets were within the Completion Services segment; and • various immaterial assets for net proceeds of $3.2 million and a net gain of $1.2 million . These assets primarily consisted of hydraulic tractors and light general-purpose vehicles within the Completion Services and Corporate segments. As of December 31, 2018, the Company classified various immaterial assets, primarily consisting of tractors within the Completions segment, as assets held for sale, in anticipation of closing on the sale in the first quarter of 2019. The Company ceased depreciation of these assets. The Company did not recognize a loss upon classification of these assets as held for sale. Year ended December 31, 2017 During the year ended December 31, 2017 , the Company divested the following assets: • Idle facility in Searcy, Arkansas, acquired in the acquisition of the Acquired Trican Operations, for net proceeds of $0.5 million and a net loss of $0.6 million , within the Corporate segment; • Idle facility in Woodward, Oklahoma, acquired in the acquisition of the Acquired Trican Operations, for net proceeds of $2.4 million and a net gain of $0.5 million , within the Completion Services segment; • Air compressor units for net proceeds of $0.9 million and a net gain of $0.9 million , within the Other Services segment; • Twelve workover rigs, acquired in the acquisition of RockPile, for net proceeds of $16.7 million with no (gain) or loss, within the Other Services segment; • Hydraulic fracturing operating equipment for a net loss of $0.6 million , within the Completions segment; and • Idle coiled tubing assets for net proceeds of $10.0 million and a net gain of $3.5 million , within the Other Services segment. Year Ended December 31, 2016 During the year ended December 31, 2016 , the Company divested various immaterial assets for net proceeds of $0.7 million and a net gain of $0.4 million , primarily within the Completions Services segment. Casualty Loss On July 1, 2018, one of the Company’s hydraulic frac fleets operating in the Permian Basin was involved in an accidental fire, which resulted in damage to a portion of the equipment in that fleet. The Company received $18.1 million of insurance proceeds for replacement cost of the damaged equipment, which offset the $3.2 million impairment loss recognized on the damaged equipment. The resulting gain of $14.9 million was recognized in other income (expense), net in the consolidated and combined statements of operations and comprehensive income. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt at December 31, 2018 and December 31, 2017 consisted of the following: (Thousands of Dollars) December 31, December 31, 2017 Term Loan Facility $ — $ 283,202 2018 Term Loan Facility 348,250 — Capital leases 10,516 7,918 Less: Unamortized debt discount and debt issuance costs (7,527 ) (8,173 ) Total debt, net of unamortized debt discount and debt issuance costs 351,239 282,947 Less: Current portion (7,704 ) (4,436 ) Long-term debt, net of unamortized debt discount and debt issuance costs, including capital leases $ 343,535 $ 278,511 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2018 : (Thousands of Dollars) 2017 ABL Facility (1) 2018 Term Loan Facility (1) Original facility size $ 300,000 $ 350,000 Outstanding balance $ — $ 348,250 Letters of credit issued $ 2,500 $ — Available borrowing base commitment $ 183,985 n/a Interest Rate (2) LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date December 22, 2022 May 25, 2025 (1) For detailed discussion on the Company’s outstanding credit facilities, see “Liquidity and Capital Resources” under Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (2) London Interbank Offer Rate (“LIBOR”) is subject to a 1.00% floor. Maturities of the 2018 Term Loan Facility for the next five years are presented below: (Thousands of Dollars) Year-end December 31, 2019 $ 3,500 2020 3,500 2021 3,500 2022 3,500 2023 3,500 $ 17,500 Deferred Charges and Other Costs Deferred charges include deferred financing costs and debt discounts or debt premiums. Deferred charges are capitalized and amortized using the effective interest method and netted against the carrying amount of the related borrowing. The amortization is recorded in interest expense in the consolidated and combined statements of operations and comprehensive income (loss). Amortization expense related to the capitalized deferred charges for the years ended December 31, 2018 , 2017 and 2016 was $3.1 million , $5.2 million , and $4.2 million , respectively. On May 25, 2018, the Company entered into a term loan facility (the “2018 Term Loan Facility”), the proceeds of which were used to repay the Company’s pre-existing term loan facility (the “2017 Term Loan Facility”). No prepayment penalties were incurred in connection with the Company’s early debt extinguishment of its 2017 Term Loan Facility. Deferred charges associated with the 2017 Term Loan Facility that were expensed upon repayment of the 2017 Term Loan Facility were $7.6 million . Deferred charges associated with the 2018 Term Loan Facility that were capitalized upon recognition of the 2018 Term Loan Facility were $9.0 million . Unamortized deferred charges associated with the 2018 Term Loan Facility were $7.5 million as of December 31, 2018 and are recorded in long-term debt, net of unamortized deferred charges and unamortized debt discount, less current maturities on the consolidated and combined balance sheets. Deferred charges associated with the 2017 ABL Facility that were capitalized upon recognition of the 2017 ABL Facility were $4.7 million . The deferred financing costs related to the 2016 ABL Facility that remained unamortized when the 2016 ABL Facility was replaced with the 2017 ABL Facility was $1.0 million and is being amortized over the life of the 2017 ABL Facility. Unamortized deferred charges associated with the 2017 and 2016 ABL Facilities were $4.0 million and $5.0 million as of December 31, 2018 and 2017 , respectively, and are recorded in other noncurrent assets on the consolidated and combined balance sheets. Unamortized deferred charges associated with the Company’s capital leases were $0.01 million and $0.02 million as of December 31, 2018 and 2017 . Interest expense during the year ended December 31, 2017 included $15.8 million of prepayment penalties and $15.3 million in write-offs of deferred charges, incurred in connection with the Company’s refinancing of its 2016 ABL Facility and the Company’s early debt extinguishment of its 2016 Term Loan Facility and the Senior Secured Notes in 2017. Capital Leases The Company leases certain machinery, equipment and vehicles under capital leases that expire between 2019 and 2022. The Company leases fracturing equipment under a capital lease with CIT. This lease has a lease term of 60 months and interest rate of 4.73% per annum. Total remaining principal balance outstanding on this lease as of December 31, 2018 and 2017 was $2.6 million and $4.5 million , respectively. Total interest expense incurred on this lease was $0.2 million , $0.3 million and $0.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The Company leased certain machinery and equipment under a capital lease with FNB that expired in 2018. Total remaining principal balance outstanding on this lease as of December 31, 2018 and 2017 was nil and $0.02 million , respectively. Total interest expense incurred on this lease was less than $0.01 million for the years ended December 31, 2018 , 2017 and 2016 . As part of the acquisition of Trican’s U.S. Operations, the Company assumed capital leases for light weight vehicles with ARI Financial Services Inc. The lease terms on the vehicles range from 36 to 60 months and interest rates range from 2.25% to 3.75% . In 2018, the Company leased additional light weight vehicles with ARI Financial Services, Inc. The new vehicle leases have terms of 48 months and interest rates ranging from 3.48% and 4.98% . The total outstanding capital lease obligation on these leases as of December 31, 2018 and 2017 was $7.7 million and $3.0 million , respectively. Total interest expense incurred on these leases was $0.3 million , $0.04 million and $0.01 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. The Company leases light weight vehicles under capital leases with Enterprise Fleet Trust. The vehicle leases have terms of 48 months and an interest rate of 8.5% . The total outstanding capital lease obligation for the vehicles leased from Enterprise Fleet Trust as of December 31, 2018 and 2017 was $0.2 million and $0.3 million , respectively. Total interest incurred for the years ended December 31, 2018 , 2017 and 2016 was $0.02 million , $0.01 million and nil , respectively. Depreciation of assets held under capital leases is included within depreciation expense. See Note ( 7 ) Property and Equipment, net for further details. Future annual capital lease commitments, including the interest component but excluding the unamortized deferred charges component, as of December 31, 2018 for the next five years are listed below: Year-end December 31, (Thousands of Dollars) 2019 $ 5,484 2020 2,652 2021 2,430 2022 883 2023 — Subtotal 11,449 Less amount representing interest (933) $ 10,516 |
Significant Risks and Uncertain
Significant Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company operates in two reportable segments: Completion Services and Other Services, with significant concentration in the Completion Services segment. During the years ended December 31, 2018 , 2017 and 2016 , sales to Completion Services customers represented 98% , 99% and 98% of the Company’s consolidated revenue, respectively. During the years ended December 31, 2018 , 2017 and 2016 , sales to Completion Services customers represented 101% , 99% and 212% of the Company’s consolidated gross profit, respectively. The Company depends on its customers’ willingness to make operating and capital expenditures to explore for, develop and produce oil and natural gas in North America, which in turn, is affected by current and expected levels of oil and natural gas prices. Oil and natural gas prices began to decline drastically beginning late in the second half of 2014 and remained low through early 2016. This decline, sustained by global oversupply of oil and natural gas, drove the industry into a downturn. Recent events have provided upward momentum for energy prices. With the rebound in commodity prices from their lows in early 2016, drilling and completion activity continued to increase in 2017 and 2018, with U.S. active rig count in December 2018 more than doubling the trough in the active rig count registered in May 2016. The significant growth in production resulting from increased drilling activity has contributed to increased uncertainty concerning the direction of oil and gas prices over the near and immediate term, and market volatility continues to persist. Despite this market volatility, the Company continued to experience increased demand for our services during 2018. For the year ended December 31, 2018 , revenue from three customers individually represented more than 10% and collectively represented 39% of the Company’s consolidated revenue. For the year ended December 31, 2017 , no customer individually represented more than 10% of the Company’s consolidated revenue. For the year ended December 31, 2016 , revenue, three customers individually represented more than 10% and collectively represented 48% of the Company’s consolidated revenue. For the year ended December 31, 2018 , purchases from two suppliers represented approximately 5% to 10% of the Company’s overall purchases. For the year ended December 31, 2017 , purchases from one supplier represented approximately 5% to 10% of the Company’s overall purchases, respectively. The costs for each of these suppliers were incurred within the Completion Services segment. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives Holdco II uses interest-rate-related derivative instruments to manage its variability of cash flows associated with changes in interest rates on its variable-rate debt. On May 25, 2018, the Company entered into the 2018 Term Loan Facility, which has an initial aggregate principal amount of $350 million , and repaid its pre-existing 2017 Term Loan Facility. The 2018 Term Loan Facility has a variable interest rate based on LIBOR, subject to a 1.0% floor. As a result of this transaction, the Company desired to hedge additional notional amounts to continue to hedge approximately 50% of its expected LIBOR exposure and to extend the terms of its swaps to align with the 2018 Term Loan Facility. On June 22, 2018, the Company unwound its existing interest rate swaps and received $3.2 million in proceeds. The Company used the $3.2 million of proceeds to execute a new off-market interest rate swap. Under the terms of the new interest rate swap, the Company receives 1-month LIBOR, subject to a 1% floor, and makes payments based on a fixed rate of 2.625% . The new interest rate swap is effective through March 31, 2025 and has a notional amount of $175.0 million . The new interest rate swap was designated in a new cash flow hedge relationship. The Company discontinued hedge accounting on the pre-existing interest rate swaps upon termination. At the time hedge accounting was discontinued, the exiting interest rate swaps had $3.5 million of deferred gains in accumulated other comprehensive loss. This amount was not reclassified from accumulated other comprehensive loss into earnings, as it remained probable that the originally forecasted transaction will occur. This amount will be recognized into earnings through August 18, 2022, the termination date of the pre-existing interest rate swap. The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below: (Thousands of Dollars) Derivatives Derivatives Gross Amounts Gross (1) Net Amounts (2) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) As of December 31, 2017: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset 324 — 324 — 324 Other current liability (254 ) — (254 ) — (254 ) Other noncurrent liability — — — — — (1) With all of the Company’s financial trading counterparties, agreements are in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) There are no amounts subject to an enforceable master netting arrangement that are not netted in these amounts. There are no amounts of related financial collateral received or pledged. The following table presents gains and losses for the Company’s interest rate derivatives designated as cash flow hedges (in thousands of dollars): Year Ended December 31, 2018 2017 2016 Location Amount of gain (loss) recognized in other comprehensive income on derivative $ (880 ) $ 791 $ (1,784 ) OCI Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings 697 (72 ) (603 ) Interest Expense Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring — (100 ) (3,038 ) Interest Expense The gain (loss) recognized in other comprehensive income for the derivative instrument is presented within the hedging activities line item in the consolidated and combined statements of operations and comprehensive income (loss). There were no gains or losses recognized in income as a result of excluding amounts from the assessment of hedge effectiveness. Based on recorded values at December 31, 2018 , $0.7 million of net gains will be reclassified from accumulated other comprehensive income into earnings within the next 12 months. The following table presents gains and losses for the Company’s interest rate derivatives not designated in a hedge relationship under ASC 815, “Derivative Financial Instruments,” (in thousands of dollars): Year Ended December 31, Description Location 2018 2017 2016 Gains (loss) on interest contracts Interest expense $ — $ (367 ) $ 240 See Note ( 11 ) ( Fair Value Measurements and Financial Information ) for further information related to the Company’s derivative instruments. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Information | Fair Value Measurements and Financial Information The Company discloses the required fair values of financial instruments in its assets and liabilities under the hierarchy guidelines, in accordance with GAAP. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative instruments, long-term debt and capital lease obligations. As of December 31, 2018 and 2017 , the carrying values of the Company’s financial instruments, included in its consolidated and combined balance sheets, approximated or equaled their fair values. There were no transfers into or out of Levels 1, 2 and 3 as of December 31, 2018 and 2017 . Recurring Fair Value Measurement At December 31, 2018 , the one financial instrument measured by the Company at fair value on a recurring bases was its interest rate derivative, and as of December 31, 2017 , the two financial instruments measured by the Company at fair value on a recurring basis were its interest rate derivatives and the Aggregate CVR Payment Amount related to the acquisition of RockPile. The fair market value of the derivative financial instrument reflected on the consolidated and combined balance sheets as of December 31, 2018 and 2017 was determined using industry-standard models that consider various assumptions, including current market and contractual rates for the underlying instruments, time value, implied volatilities, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace through the full term of the instrument and can be supported by observable data. The fair market value of the Aggregate CVR Payment Amount reflected on the consolidated and combined balance sheet as of December 31, 2017 of $6.7 million was determined using a Monte Carlo option pricing model that considered various assumptions, including the Company’s stock price, the length of the holding period and discount for volatility. The maturity date of the CVR Agreement was April 3, 2018, with the final settlement amount calculated and paid at $19.9 million . The following tables present the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at December 31, 2018 and 2017 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2018 Level 1 Level 2 Level 3 Assets: Interest rate derivative $ — $ — $ — $ — Liabilities: Aggregate CVR Payment $ — $ — $ — $ — Interest rate derivatives (298 ) — (298 ) — Fair value measurements at reporting date using December 31, 2017 Level 1 Level 2 Level 3 Assets: Interest rate derivative $ 70 $ — $ 70 $ — Liabilities: Aggregate CVR Payment 6,665 — 6,665 — Non-Recurring Fair Value Measurement The fair values of indefinite-lived assets and long-lived assets are determined with internal cash flow models based on significant unobservable inputs. The Company measures the fair value of its property, plant and equipment using the discounted cash flow method, the fair value of its customer contracts using the multi-period excess earning method and income based “with and without” method, the fair value of its trade names and acquired technology using the “income-based relief-from-royalty” method and the fair value of its non-compete agreement using the “lost income” approach. Assets acquired as a result of the acquisition of the Acquired Trican Operations, RockPile and RSI were recorded at their fair values on the date of acquisition. See Note (3) Acquisition s for further details. Given the unobservable nature of the inputs used in the Company’s internal cash flow models, the cash flows models are deemed to use Level 3 inputs. In 2018 and 2017 , the Company determined there were no events that would indicate the carrying amount of its indefinite-lived assets and long-lived assets may not be recoverable, and as such, no impairment charge was recognized. In 2016, the Company recorded an impairment charge of $0.2 million associated with the non-compete agreement within its Other Services segment. Credit Risk The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, derivative contracts and trade receivables. The Company’s cash balances on deposit with financial institutions totaled $80.2 million and $96.1 million as of December 31, 2018 and 2017 , respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions’ financial condition. The credit risk from the derivative contract derives from the potential failure of the counterparty to perform under the terms of the derivative contracts. The Company minimizes counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties, whose Standard & Poor’s credit rating is higher than BBB. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features. The majority of the Company’s trade receivables have payment terms of 30 days or less. Significant customers are those that individually account for greater than 10% of the Company’s consolidated revenue or total accounts receivable. As of December 31, 2018 , trade receivables from three customers individually represented more than 10% and collectively represented 49% of the Company’s total accounts receivable. As of December 31, 2017 , trade receivables from one customer individually represented more than 10% of the Company’s total accounts receivable, accounting for 17% of total accounts receivable. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers. The Company has a process in place to collect all receivables within 30 to 60 days of aging. As of December 31, 2018 and 2017 , the Company had $0.5 million in allowance for doubtful accounts, based on specific identification. The Company did no t write-off any bad debts during 2017 , but did write-off $0.6 million of bad debt in 2018 , in connection with its litigation with Halcon Operating Co., Inc. and Halcon Energy Properties. For further detail, see Note ( 18 ) Commitments and Contingencies . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation As of December 31, 2018 , the Company has four types of equity-based compensation under its Equity and Incentive Award Plan: (i) deferred stock awards for three executive officers, (ii) restricted stock awards issued to independent directors, (iii) restricted stock units issued to executive officers and key management employees and (iv) non-qualified stock options issued to executive officers. The Company has reserved 7,734,601 shares of its common stock for awards that may be issued under the Equity and Incentive Award Plan. For details on the Company’s accounting policies for determining stock-based compensation expense, see Note ( 2 ) Summary of Significant Accounting Policies : (l) Stock-based compensation . Non-cash stock compensation expense is presented within selling, general and administrative expense in the consolidated and combined statements of operations and comprehensive income (loss). The following table summarizes equity-based compensation costs for the years ended December 31, 2018 , 2017 and 2016 (in thousands of dollars): Year Ended December 31, 2018 2017 2016 Class B Interests $ — $ — $ 1,984 Deferred stock awards 4,280 4,280 — Restricted stock awards 611 399 — Restricted stock units 9,822 4,766 — Non-qualified stock options 2,453 1,133 — Equity-based compensation cost $ 17,166 $ 10,578 $ 1,984 Tax benefit (1) (4,134 ) (2,532 ) — Equity-based compensation cost, net of tax $ 13,032 $ 8,046 $ 1,984 (1) Prior to 2017, the Company was organized as a limited liability company and treated as a flow-through entity for federal and most state income tax purposes. As such, taxable income and any related tax credits were passed through to the Company’s members and included in their tax returns. (a) 2016 Class B Interests - Management Incentive Plan On March 16, 2016, the Company canceled all outstanding Class C units issued under its Class C Management Incentive Plan (the “Class C Plan”) and issued Class B units under the Keane Management Holdings LLC Management Incentive Plan (“Class B Plan”). Using an applicable conversion ratio specific to each participant, the Company issued 83,529 Class B units to former participants in the Class C Plan, of which 80,784 were fully vested upon issuance. The remaining 2,745 were subject to vesting based on the same time-based schedule that applied under a participant’s canceled Class C award agreement, subject to the participant’s continued employment, without regard to the achievement of any performance objectives that applied under the Class C units. In addition, on March 16, 2016, the Company issued 2,353 Class B units to a member of the Company’s management. These Class B units vested in three equal installments on each of the first three anniversaries of the grant date subject to continued service with the Company. The grant date fair value of the Class B units issued on March 16, 2016 was $98.97 . The Company accounted for the exchange of Class C units for Class B units as a modification. In accordance with the requirements of ASC 718, “Compensation - Stock Compensation,” the Company calculated incremental fair value on the difference between the fair value of the modified award and the fair value of the original award immediately prior to the modification. The incremental fair value related to vested units was recognized immediately as compensation expense. The incremental fair value of unvested units and any remaining unrecognized compensation of the original awards was recognized as compensation expense over the remaining vesting period. During the second quarter of 2016, the Company issued 1,177 Class B units to a member of the Company’s management. These Class B units vested in three equal installments on each of the first three anniversaries of the grant date subject to continued service with the Company. The fair value on the grant date was $98.97 per Class B unit on the date of grant. During the fourth quarter of 2016, the Company issued 6,471 Class B units to members of the board of directors of the Company (the “Board of Directors”) and 7,647 to other management personnel. These Class B units vested in three equal installments on each of the first three anniversaries of the grant date subject to continued service with the Company. The fair value on the grant date was $73.20 per Class B unit on the date of grant. The Company used the Option-Pricing Method to value Class B units. Since the Company’s equity was not publicly traded, expected volatility was estimated based on the volatility of similar entities with publicly traded equity. The risk-free rate for the expected term of the units was based upon the observed yields of U.S. Treasury financial instruments interpolated to match the expected time to liquidity. The Company also calculated the discount for lack of marketability using the Finnerty protective put model. The time to liquidity was based upon the expected time to a successful liquidity event. As described in Note ( 1 ) Basis of Presentation and Nature of Operations , in order to effectuate the IPO, the Company completed the Organizational Transactions, which resulted in the Existing Owners contributing all of their direct and indirect equity interests in Keane Group to Keane Investor. The Company recognized $2.0 million of non-cash compensation expense into income related to the Company’s Class B Plan in the year ended December 31, 2016 and nil in the years ended December 31, 2017 and 2018 . As all vested and unvested membership units were contributed to Keane Investor, which is not a subsidiary of the Company, on January 20, 2017, the Company did not recognize any additional non-cash compensation expense associated with unvested membership units. (b) Deferred stock awards Upon consummation of the IPO, the executive officers of the Company identified in the table below became eligible for retention payments, the first on January 1, 2018 and the second on January 1, 2019, in the bonus amounts set forth in the table below. On March 16, 2017, the compensation committee (the “Compensation Committee”) of the Board of Directors approved, and each executive officer agreed, that in lieu of the executive officer’s cash retention payments, the executive officer was granted a deferred stock award under the Equity and Incentive Award Plan. Each executive officer’s deferred stock award provides that, subject to the executive officer remaining employed through the applicable vesting date and complying with the restrictive covenants imposed on him under his employment agreement with the Company, the executive officer will be entitled to receive payment of a stock bonus equal to the variable number of shares of the Company’s common stock having a fair market value on the payment date equal to the bonus amount set forth in the table below: Bonus Amounts First Second James C. Stewart $ 1,975,706 $ 1,975,706 Gregory L. Powell $ 1,646,422 $ 1,646,422 M. Paul DeBonis Jr. $ 658,569 $ 658,569 The Company accounted for these deferred stock awards as liability classified awards and recorded them at fair value based on the fixed monetary value on the date of grant. The Company recognized $8.6 million as a deferred compensation expense liability and contra-equity during the first quarter of 2017. The first stock bonuses vested on January 1, 2018 and were paid on February 15, 2018. The second stock bonus vested January 1, 2019, with an original payout date of February 15, 2019, that was amended in February 2019 to a payout date of March 4, 2019. For the years ended December 31, 2018 and 2017 , the Company recognized $4.3 million of non-cash stock compensation expense into earnings. As of December 31, 2018 , total unamortized compensation cost related to unvested deferred stock awards was nil . (c) Restricted stock awards O n January 20, 2017, upon consummation of the IPO, the Class B units issued to the independent members of the Board of Directors under the Class B Plan were converted into 114,580 restricted shares of the Company’s common stock. Restricted stock awards granted in 2017 and 2018 have a three-year vesting period and one-year vesting period, respectively, provided that the participant does not incur a termination before the applicable vesting date. Restricted stock awards are not considered issued and outstanding for purposes of earnings per share calculations until vested. This exchange of Class B units for restricted stock was treated as a modification of awards classified as equity under ASC 718, as the Company viewed the transaction as an exchange of the original award for a new award. To measure the compensation cost associated with the modification of the equity-classified awards, the Company calculated the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The incremental fair value immediately following the modification was $0.3 million , which is being expensed as non-cash stock compensation expense into earnings over the vesting period. For the years ended December 31, 2018 and 2017 , the Company recognized $0.6 million and $0.4 million , respectively, of non-cash stock compensation expense into income. As of December 31, 2018 , total unamortized compensation cost related to unvested restricted stock awards was $0.7 million , which the Company expects to recognize over the remaining weighted-average period of 0.78 years . Rollforward of restricted stock awards as of December 31, 2018 is as follows: Number of Restricted Stock Awards Weighted average grant date fair value Total non-vested at December 31, 2017 95,335 $ 20.51 Shares issued 42,936 14.17 Shares vested (44,507 ) 20.93 Shares forfeited — — Non-vested balance at December 31, 2018 93,764 $ 17.40 (d) Restricted stock units Restricted stock units are stock awards that vest over a one- to three-year service period. For the years ended December 31, 2018 and 2017 , the Company recognized $9.8 million and $4.8 million , respectively, of non-cash stock compensation expense into earnings. As of December 31, 2018 , total unamortized compensation cost related to unvested restricted stock units was $20.3 million , which the Company expects to recognize over the remaining weighted-average period of 1.88 years . Rollforward of restricted stock units as of December 31, 2018 is as follows: Number of Restricted Stock Units Weighted average grant date fair value Total non-vested at December 31, 2017 1,099,620 $ 14.62 Units issued 1,509,937 14.97 Units vested (412,944 ) 14.55 Actual units forfeited (249,860 ) 15.22 Non-vested balance at December 31, 2018 1,946,753 $ 14.83 (e) Non-qualified stock options Stock options granted in 2017 and 2018 have a three -year vesting period, provided that the participant does not incur a termination before the applicable vesting date. As the stock options vest, the award recipients can thereafter exercise their stock options up to the expiration date of the options, which is the date of the six -year anniversary from the grant date. For the years ended December 31, 2018 and 2017 , the Company recognized $2.5 million and $1.1 million , respectively, of non-cash stock compensation expense into earnings. As of December 31, 2018 , total unamortized compensation cost related to unvested stock options was $4.6 million , which the Company expects to recognize over the remaining weighted-average period of 1.88 years. Rollforward of stock options as of December 31, 2018 is as follows: Number of Stock Options Weighted average grant date fair value Total outstanding at December 31, 2017 589,977 $ 6.16 Options granted 647,768 7.28 Options exercised — — Actual options forfeited (18,728 ) 6.68 Options expired — — Total outstanding at December 31, 2018 1,219,017 $ 6.75 There were 196,657 stock options exercisable or vested at December 31, 2018 . Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % Expected equity volatility 46.3 % 51.5 % Expected term (years) 6 6 Risk-free interest rate 2.7 % 1.6 % Weighted average: Exercise price per stock option $ 15.31 $ 19.00 Market price per share $ 15.31 $ 14.49 Weighted average fair value per stock option $ 7.28 $ 6.16 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity (a) Certificate of Incorporation The Company was formed as a Delaware corporation on October 13, 2016. The Company’s certificate of incorporation provides for (i) the authorization of 500,000,000 shares of common stock with a par value of $0.01 per share and (ii) the authorization of 50,000,000 shares of undesignated preferred stock with a par value of $0.01 per share that may be issued from time to time by the Company’s Board of Directors in one or more series. Each holder of the Company’s common stock is entitled to one vote per share and is entitled to receive dividends and any distributions upon the liquidation, dissolution or winding-up of the Company. The Company’s common stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions. (b) Keane Group Holdings Recapitalization As described in Note ( 1 ) Basis of Presentation and Nature of Operations , the Company completed Organizational Transactions to effect the IPO that resulted in all equity interests in Keane Group, which consisted of 1,000,000 class A units, 176,471 class B units and 294,118 class C units, being converted to an aggregate of 87,428,019 shares of the Company’s common stock on January 20, 2017. The Organizational Transactions represented a transaction between entities under common control and was accounted for similar to pooling of interests. In accordance with the requirements of ASC 805, the Company recognized the aggregate 87,428,019 shares of common stock at the carrying amount of the equity interests in Keane Group on January 20, 2017, which totaled $453.8 million . The Company recorded $0.9 million of par value common stock and the remaining $452.9 million as paid-in capital in excess of par value. Furthermore, as the Organizational Transactions resulted in a change in the reporting entity from Keane Group Holdings, LLC to Keane Group, Inc., paid-in capital in excess of par value for Keane Group, Inc. was reduced by Keane Group’s retained deficit as of January 20, 2017 of $296.7 million . (c) Initial Public Offering As described in Note ( 1 ) Basis of Presentation and Nature of Operations , on January 25, 2017, the Company completed the IPO of 30,774,000 shares of its common stock at the public offering price of $19.00 per share, which included 15,700,000 shares offered by the Company and 15,074,000 shares offered by the selling stockholder, including 4,014,000 shares sold as a result of the underwriters’ exercise of their overallotment option. The net proceeds of the IPO to the Company was $255.5 million , which were used to fully repay Holdco II’s term loan balance of $99.0 million and the associated prepayment penalty of $13.8 million , and repay $50.0 million of its 12% secured notes due 2019 and the associated prepayment penalty of approximately $0.5 million . The remaining net proceeds were used for general corporate purposes, including capital expenditures, working capital and potential acquisitions and strategic transactions. Upon completion of the IPO and the reorganization, the Company had 103,128,019 shares of common stock outstanding. All underwriting discounts and commissions and other specific costs directly attributable to the IPO were deferred and applied to the gross proceeds of the offering through paid-in capital in excess of par value. (d) RockPile Acquisition As described in Note (3) Acquisition s, the Company completed its acquisition of RockPile on July 3, 2017 for cash consideration of $116.6 million , subject to post-closing adjustments, 8,684,210 shares of the Company’s common stock and contingent value rights, as described in Note (3) Acquisition s . The fair value of the Acquisition Shares was calculated using the closing price of the Company’s common stock on July 3, 2017, of $16.29 , discounted to reflect the lack of marketability resulting from the 180-day lock-up period during which resale of the Acquisition Shares is restricted. Upon completion of the acquisition of RockPile, the Company had 111,831,176 shares of common stock outstanding. (e) Vesting of Stock Awards During the year ended December 31, 2018 , 513,613 shares were issued, net of share settlements for payment of payroll taxes, upon the vesting of certain RSUs and deferred stock awards. Shares withheld during the period were immediately retired by the Company. (f) Secondary Offerings On January 17, 2018, the Company’s Registration Statement on Form S-1 (File No. 333-222500) was declared effective by the SEC for an offering on behalf of Keane Investor, pursuant to which 15,320,015 shares were sold by the selling stockholder (including 1,998,262 shares sold pursuant to the exercise of the underwriters’ over-allotment option) at a price to the public of $ 18.25 per share. The Company did not sell any common stock in, and did not receive any of the proceeds from, the offering. Upon completion of the offering, Keane Investor controlled 50.8% of the Company’s outstanding common stock. During the December 31, 2018 , the Company incurred $13.0 million of transaction costs on behalf of the selling stockholder, which were included within selling, general and administrative expenses in the consolidated and combined statement of operations and comprehensive income. In February 2018, the Company filed a Registration Statement on Form S-3 (File No. 333-222831) that was effective upon its filing. In December 2018, a selling stockholder sold 5,251,249 of the Company’s common stock at a price to the public of $11.02 per share. In conjunction with this offering, the Company repurchased 520,000 shares. The Company did not sell any common stock in, and did not receive any of the proceeds from, this offering. As a result of this offering, Keane Investor owned approximately 49.6% of the Company’s outstanding common stock, and the Company ceased being a “controlled company” within the meaning of the NYSE rules. (g) Stock Repurchase During the year ended December 31, 2018 , the Company settled $105.0 million of total share repurchases of its common stock at an average price of $12.93 per share, representing a total of 8,111,764 common shares of the Company. As of December 31, 2018 , the Company had approximately $88.3 million remaining for future share repurchases under its existing stock repurchase program. Effective February 25, 2019, our board of directors authorized a reset of capacity on the existing stock repurchase program back to $100.0 million . Additionally, the program’s expiration date was extended to December 2019 from a previous expiration of September 2019. Of the total amount of shares repurchased in 2018, 1,248,440 shares and 520,000 shares were repurchased from White Deer Energy (as defined herein) and Keane Investor, respectively. The shares repurchased from Keane Investor were not repurchased under the Company’s existing stock repurchase program. For further details of these related-party transactions, see Note (19) Related Party Transactions . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the equity section of the consolidated and combined balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2017 $ (2,507 ) $ 779 $ (1,728 ) Net income (loss) 2,621 (697 ) 1,924 Other comprehensive loss (114 ) (880 ) (994 ) December 31, 2018 $ — $ (798 ) $ (798 ) The following table summarizes reclassifications out of accumulated other comprehensive loss into earnings during years ended December 31, 2018 , 2017 and 2016 (in thousands of dollars): Affected line item in the consolidated and combined statements of operations and comprehensive income (loss) Year Ended December 31, 2018 2017 2016 Interest rate derivatives, hedging $ 697 $ (172 ) $ (3,641 ) Interest expense Foreign currency items (2,621 ) — — Other income Total reclassifications $ (1,924 ) $ (172 ) $ (3,641 ) |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic income or (loss) per share is based on the weighted average number of common shares outstanding during the period. Restricted stock awards and RSUs are not considered issued and outstanding for purposes of earnings per share calculations until vested. Diluted income or (loss) per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect, such as stock awards from the Company’s Equity and Incentive Award Plan, had been issued. Anti-dilutive securities represent potentially dilutive securities that are excluded from the computation of diluted income or (loss) per share as their impact would be anti-dilutive. A reconciliation of the numerators and denominators used for the basic and diluted net loss per share computations is as follows: Year Ended December 31, 2018 2017 2016 Numerator: Net income (loss) $ 59,331 $ (36,141 ) $ (187,087 ) Denominator: Basic weighted-average common shares outstanding (1) 109,335 106,321 87,313 Dilutive effect of restricted stock awards granted to Board of Directors 17 36 — Dilutive effect of deferred stock award granted to NEOs 214 — — Dilutive effect of RSUs granted under stock incentive plans 94 135 — Dilutive effect of options granted under stock incentive plans — — — Diluted weighted-average common shares outstanding (2) 109,660 106,492 87,313 (1) The basic weighted-average common shares outstanding for the years ended December 31, 2017 and 2016 have been computed to give effect to the Organizational Transactions, including the limited liability company agreement of Keane Investor to, among other things, exchange all of the Company’s Existing Owners’ membership interests for the newly-created ownership interests. (2) As a result of the net loss incurred by the Company for the years ended December 31, 2017 and 2016 , the calculation of diluted net loss per share gives no consideration to the potentially anti-dilutive securities shown in the above reconciliation, and as such is the same as basic net loss per share. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company has certain operating leases related to its real estate, rail cars and light duty vehicles. Certain leases include escalation clauses for adjusting rental payments to reflect changes in price indices. There are no significant restrictions imposed on the Company by the leasing agreements with regard to asset dispositions or borrowing ability. Some lease arrangements include renewal and purchase options or escalation clauses. In addition, certain lease contracts include rent holidays, rent concessions and leasehold improvement incentives. Leasehold improvements made at the inception of a lease or during the lease term are amortized over the remaining period of 13 months to 40 years . Rental expense for operations, excluding daily rentals and reimbursable rentals, was $13.1 million , $11.8 million and $9.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. During the years ended December 31, 2018 and 2017 , the Company recognized $1.2 million and $0.6 million , respectively, of rental expense related to non-cancelable sale-leasebacks on 68 Peterbilt tractors acquired during the RockPile acquisition that expire in 2020. Future minimum lease payments include $0.3 million related to the sale-leasebacks. Sublease proceeds for the year ended December 31, 2018 was $0.05 million , related to the subleased properties of the office space the Company vacated in 2017 and the Company’s Canadian operations. Sublease proceeds for the years ended December 31, 2017 and 2016 were $0.3 million , all of which related to the subleased properties of the Company’s Canadian operations. The Canadian sublease proceeds were recorded as a reduction of the Company’s Canadian operations’ exit costs liability. Minimum lease commitments remaining under operating leases, excluding early termination buyouts, for the next five years are $58.0 million , as listed below: Year-end December 31, (Thousands of Dollars) 2019 $ 26,327 2020 18,017 2021 5,688 2022 4,795 2023 3,172 Total $ 57,999 The Company had three long-term operating leases in Canada that expired in 2018. The Company assumed several real estate operating leases in connection with the acquisition of the Acquired Trican Operations. In an effort to consolidate its facilities and to reduce costs, the Company vacated eight of the combined properties and recorded a cease-use liability for the total amount of $8.1 million . Subsequent to the recording of the liability, the Company successfully negotiated exit agreements for four of the properties, resulting in net payments of $2.6 million . In December 2016, due to immediate need for office space, the Company decided to re-enter one of the leases acquired from Trican Well Service, L.P. (“Trican U.S.”) and renegotiated its terms. As a result, the amendment to the lease was accounted for as a new lease, and the cease-use liability associated with the lease in the amount of $2.4 million was reversed through the same line item in the statement of operations where it was previously recognized. In 2017, the Company vacated the outgrown facility and moved into the renegotiated office space and recorded a cease-use liability of $0.5 million . In 2018, the Company executed an early termination option for another property acquired from Trican U.S., resulting in a net payment of $0.2 million . During the third quarter of 2017, the Company also assumed additional real estate operating leases in connection with the acquisition of Rockpile. As part of a further consolidation of operations, the Company vacated one of these facilities and recorded a cease-use liability of $0.7 million . Exit costs, including accretion expense, are presented within selling, general and administrative expense in the consolidated and combined statements of operations and comprehensive income (loss). The following table presents the roll forward of the cease-use liability: (Thousands of Dollars) Beginning balance at January 1, 2018 $ 1,270 Exit costs 339 Cash buyout of lease (156 ) Lease amortization and other adjustments (727 ) Ending balance at December 31, 2018 $ 726 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Keane Group Holdings, LLC was originally organized as a limited liability company and treated as a flow-through entity for federal and most state income tax purposes. As such, taxable income and any related tax credits were passed through to its members and included in their tax returns. As a result of the IPO and related Organizational Transactions, Keane Group, Inc. was formed as a corporation to hold all of the operational assets of Keane Group. Because Keane Group, Inc. is a taxable entity, the Company established a provision for deferred income taxes as of January 20, 2017. Accordingly, a provision for federal and state corporate income taxes has been made only for the operations of Keane Group, Inc. from January 20, 2017 through December 31, 2018 in the accompanying consolidated and combined financial statements. The following table summarizes the income (loss) from continuing operations before income taxes in the following jurisdictions: (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Domestic $ 66,260 $ (35,904 ) $ (187,308 ) Foreign (1) (2,659 ) (87 ) 221 $ 63,601 $ (35,991 ) $ (187,087 ) (1) For further discussion on the loss from continuing operations before income taxes associated with the Company’s foreign operations, see Note (21) Wind-down of a Foreign Subsidiary . The components of the Company’s income tax provision are as follows: (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 5,387 614 — Foreign 31 — — Total current income tax provision $ 5,418 $ 614 $ — Deferred: Federal (1,031 ) (536 ) — State (117 ) 72 (114 ) Foreign — — — Total deferred income tax provision (1,148 ) (464 ) (114 ) $ 4,270 $ 150 $ (114 ) The following table presents the reconciliation of the Company’s income taxes calculated at the statutory federal tax rate, currently 21%, to the income tax provision in its consolidated and combined statements of operations and comprehensive (loss). The statutory federal tax rate for 2017 and 2016 was 35% prior to the enactment of the Tax Cuts and Jobs Act in December 2017, which reduced the federal corporation rate from 35% to 21%, effective January 1, 2018. The Company’s effective tax rate for 2018 of 6.71% differs from the statutory rate, primarily due to state taxes, and the change in the valuation allowance. The Company’s effective tax rate for 2017 and 2016 was (0.53)% and 0.06% , respectively. (Thousands of Dollars) December 31, % of Income Before Income Taxes December 31, % of Income Before Income Taxes December 31, % of Income Before Income Taxes Income tax provision computed at the statutory federal rate $ 13,356 21.00 % $ (9,795 ) 35.00 % $ (65,480 ) 35.00 % Reconciling items: State income taxes, net of federal tax benefit 1,408 2.21 % (334 ) 1.19 % (114 ) 0.06 % Deferred tax asset valuation adjustment (22,639 ) (35.59 )% (32,593 ) 116.46 % — — % Tax rate change — — % 41,591 (148.61 )% — — % Permanent differences 5,237 8.23 % 630 (2.25 )% Other 6,908 10.86 % 651 (2.32 )% — — % Flow through income not taxable — — % — — % 65,480 (35.00 )% Income tax provision $ 4,270 6.71 % $ 150 (0.53 )% $ (114 ) 0.06 % Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. The Company adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, during 2017, and thus has classified all deferred tax assets and liabilities as noncurrent. (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Deferred tax assets: Stock-based compensation $ 3,979 $ 2,467 $ — Net operating loss carry-forwards 90,565 70,745 — Accruals and other 4,524 3,994 — Intangibles — — 231 Gross deferred tax assets 99,068 77,206 231 Valuation allowance (41,779 ) (65,347 ) (139 ) Total deferred tax assets $ 57,289 $ 11,859 $ 92 Deferred tax liability: PP&E and intangibles $ (56,799 ) $ (11,319 ) $ — Prepaids and other (756 ) (1,954 ) — Total deferred tax liability (57,555 ) (13,273 ) — Net deferred tax liability $ (266 ) $ (1,414 ) $ 92 As of December 31, 2018 , the Company had total U.S. federal tax net operating loss (“NOL”) carryforwards of $412.1 million . Of this amount, $105.3 million related to the Company’s current year federal tax loss, $72.4 million was generated in prior year after the IPO transaction and the remaining $234.4 million was generated prior to the IPO transaction. As part of the IPO transaction (immediately before), the existing owners of Keane Group contributed all of their direct and indirect equity interests in Keane Group to Keane Investor Holdings LLC, who then contributed those interests to the Company in exchange for common stock of the Company. This event constituted a change in ownership for purposes of Section 382 of the Internal Revenue Code (“IRC”). As a result, the amount of pre-change NOLs and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the Company as of the effective date of the acquisition. As of December 31, 2018 , it is expected that the NOLs subject to IRC Section 382 will be available for use during the applicable carryforward period without becoming permanently lost by the Company. The Company’s Section 382 annual limitation is $19.2 million . This annual limitation is available to be carried forward to the following year if not utilized. As the Company realized a taxable loss for the year ended December 31, 2018 , the current year limitation of $19.2 million will be available for use in 2019. As such, the total annual limitation available for use in 2019 will be $56.5 million . The Company’s total NOL carryforward available to reduce federal taxable income in 2019 is $235.3 million . Carryforwards from tax years beginning before January 1, 2018 will begin to expire in 2031, while carryforwards from tax years beginning on or after January 1, 2018 can be carried forward indefinitely. Included in the Company’s recording of its initial deferred taxes, pursuant to the Organizational Transactions, are deferred tax liabilities related to certain of the Company’s indefinite-lived intangible assets. The deferred tax liability related to these indefinite-lived intangible assets will only reverse at the time of ultimate sale or impairment. At the time of the IPO, due to the uncertain timing of this reversal, the temporary differences associated with these indefinite-lived intangibles could not be considered a source of future taxable income for purposes of determining a valuation allowance, and as such, the deferred tax liability could not be used to support an equal amount of the deferred tax asset. This is often referred to as a “naked credit.” The Company recognized a deferred tax liability of $1.9 million associated with this naked credit upon the IPO. This is presented within other noncurrent liabilities in the consolidated and combined balance sheets. This amount will increase as additional tax amortization is recognized, but will only decrease if the indefinite-lived intangibles are sold, impaired or if the Company establishes indefinite-lived deferred tax assets such as NOLs with an indefinite life under the newly passed Tax Cuts and Jobs Act legislation (the “Tax Act”). In 2018, the Company finalized its analysis of the Tax Act and determined that it could use the deferred tax liabilities related to indefinite lived intangibles as a source of income in determining the valuation allowance resulting in a reduction to its net deferred tax liability. Total net deferred tax liability as of December 31, 2018 and 2017 was $0.3 million and $1.4 million , which was comprised of the naked credit and state tax deferred liabilities. ASC 740, “Income Taxes,” requires the Company to reduce its deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. As a result of the Company’s evaluation of both the positive and negative evidence, the Company determined it does not believe it is more likely than not that its deferred tax assets will be utilized in the foreseeable future and has recorded a valuation allowance. The valuation allowance as of December 31, 2018 fully offsets the net deferred tax assets, excluding deferred tax liabilities related to certain indefinite lived intangibles. The valuation allowance as of December 31, 2017 fully offsets the impact of the initial benefit recorded related to the formation of Keane Group, Inc., excluding deferred tax liabilities related to certain indefinite lived intangibles. This initial deferred impact was recorded as an adjustment to equity due to a transaction between entities under common control. The valuation allowances as of December 31, 2018 and 2017 were $41.8 million and $65.3 million , respectively. Changes in the valuation allowance for deferred tax assets were as follows: (Thousands of Dollars) Valuation allowance as of the beginning of January 1, 2018 $ 65,347 Charge as debit to equity (929 ) Charge as (benefit) expense to income tax provision for current year activity (22,639 ) Charge as (benefit) expense to income tax provision for change in deferred tax rate — Changes to other comprehensive income (loss) — Valuation allowance as of December 31, 2018 $ 41,779 On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including but not limited to, (1) the requirement to pay a one-time transition tax on all undistributed earnings of foreign subsidiaries; (2) reducing the U.S. federal corporate income tax rate from 35% to 21%; (3) eliminating the alternative minimum tax; (4) creating a new limitation on deductible interest expense; and (5) changing rules related to use and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017. The Company evaluated the provisions of the Tax Act and determined only the reduced corporate tax rate from 35% to 21% would have an impact on its consolidated and combined financial statements as of December 31, 2017. Accordingly, the Company recorded a provision to income taxes for the Company’s assessment of the tax impact of the Tax Act on ending deferred tax assets and liabilities and the corresponding valuation allowance. The effects of other provisions of the Tax Act are not expected to have an adverse impact on the Company’s consolidated and combined financial statements. The Company finalized its analysis of the Tax Act in 2018 and will continue to monitor guidance on provisions of the Tax Act to be issued by taxing authorities to assess the impact on the Company’s consolidated and combined financial statements. There were no unrecognized tax benefits nor any accrued interest or penalties associated with unrecognized tax benefits during the years ended December 31, 2018 , 2017 and 2016 . The Company believes it has appropriate support for the income tax positions taken and to be taken on the Company’s tax returns and its accruals for tax liabilities are adequate for all open years based on our assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. The Company’s tax returns are open to audit under the statute of limitations for the years ended December 31, 2015 through December 31, 2017 for federal tax purposes and for the years ended December 31, 2014 through December 31, 2017 for state tax purposes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2018 and 2017 , the Company had $4.2 million and $19.8 million of deposits on equipment, respectively. Outstanding purchase commitments on equipment were $43.6 million and $82.5 million , as of December 31, 2018 and 2017 , respectively. As of December 31, 2018 , the Company has committed $2.4 million and anticipates committing a further $3.3 million to research and development with its equity-method investee, which is expected to generate economic benefits in 2019. As of December 31, 2018 , the Company has a letter of credit of $2.5 million under the 2017 ABL Facility, which secures its performance obligations related to the Company’s CIT capital lease. In the normal course of operations, the Company enters into certain long-term raw material supply agreements for the supply of proppant to be used in hydraulic fracturing. As part of these agreements, the Company is subject to minimum tonnage purchase requirements and may pay penalties in the event of any shortfall. The Company purchased $107.4 million , $150.0 million and $24.6 million amounts of proppant under its take-or-pay agreements during the years ended December 31, 2018 , 2017 and 2016 . Aggregate minimum commitments under long-term raw material supply agreements for the next five years as of December 31, 2018 are listed below: (Thousands of Dollars) Year-end December 31, 2019 $ 34,495 2020 32,803 2021 15,863 2022 9,300 2023 1,600 $ 94,061 Litigation From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions, as is typical of the industry. These claims include, but are not limited to, contract claims, environmental claims, employment related claims, claims alleging injury or claims related to operational issues. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to the matter. In accordance with GAAP, the Company accrues for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on the Company’s best estimate of the expected liability. The Company may increase or decrease its legal accruals in the future, on a matter-by-matter basis, to account for developments in such matters. Notwithstanding the uncertainty as to the final outcome and based upon the information currently available to it, the Company does not currently believe these matters in aggregate will have a material adverse effect on its financial position or results of operations. The Company was served with class and collective action claims alleging that the Company failed to pay a nationwide class of workers overtime in compliance with the Fair Labor Standards Act (“FLSA”) and state laws. On December 27, 2016, two former employees filed a complaint for a proposed collective action in United States District Court for the Southern District of Texas entitled Hickson and Villa v. Keane Group Holdings, LLC, et al., alleging certain field professionals were not properly classified under the FLSA and Pennsylvania law. In the first quarter of 2018, the parties agreed to settle the claims for $4.2 million , which was funded in the fourth quarter of 2018. The Company was involved in a commercial dispute whereby a former customer commenced an arbitration proceeding, captioned Halcon Operating Co., Inc. and Halcon Energy Properties, Inc. v. Keane Frac LP and Keane Frac GP, LLC. The Company settled this claim for $1.6 million and wrote-off the associated $0.6 million of bad debt on its consolidated and combined balance sheet as of December 31, 2018 . Additionally, in November 2017, the Company was served with two class or collective claims, captioned Omar Castro v. Keane and Vu Tran v. Keane, both alleging that the Company failed to pay a Texas class of workers an appropriate overtime rate in compliance with the FLSA and state laws. These two claims were consolidated on January 30, 2018 and captioned Vu Tran, et al. v. Keane. After the Company substantially completed its discovery, the Company recognized an estimated liability in the third quarter of 2018, as the occurrence of a loss was probable and reasonably estimable. In the first quarter of 2019, the parties agreed to settle this consolidated claim for $1.0 million . Environmental The Company is subject to various federal, state and local environmental laws and regulations that establish standards and requirements for protection of the environment. The Company cannot predict the future impact of such standards and requirements, which are subject to change and can have retroactive effectiveness. The Company continues to monitor the status of these laws and regulations. Currently, the Company has not been fined, cited or notified of any environmental violations that would have a material adverse effect upon its financial position, liquidity or capital resources. However, management does recognize that by the very nature of the Company’s business, material costs could be incurred in the near term to maintain compliance. The amount of such future expenditures is not determinable due to several factors, including the unknown magnitude of possible regulation or liabilities, the unknown timing and extent of the corrective actions which may be required, the determination of the Company’s liability in proportion to other responsible parties and the extent to which such expenditures are recoverable from insurance or indemnification. Regulatory Audits In 2017, the Company was notified by the Texas Comptroller of Public Accounts that it will conduct a routine audit of Keane Frac TX, LLC’s direct payment sales tax for the periods of January 2014 through May 2017. As of December 31, 2018, the audit is ongoing; however, the Company currently anticipates that the audit could result in an assessment of $0.8 million , which has been recorded in selling, general and administrative expenses in the Company’s consolidated and combined statements of operations and comprehensive income (loss). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Cerberus Operations and Advisory Company, an affiliate of the Company’s principal equity holder, provides certain consulting services to the Company. The Company paid $0.3 million , $0.3 million and $1.0 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. In connection with the Company’s reorganization, the Company engaged in transactions with affiliates. See Note ( 1 ) ( Basis of Presentation and Nature of Operations ) and Note ( 13 ) ( Stockholders’ Equity ) for a description of these transactions. In connection with the Company’s research and development initiatives, the Company has engaged in transactions with its equity-method investee. See Note ( 18 ) Commitments and Contingencies for a description of these commitments. As of December 31, 2018 , the Company has purchased $1.7 million of shares in its equity-method investee. As part of the asset purchase agreement executed for our acquisition of the Acquired Trican Operations, certain representations and warranties were provided to the Company relating to the condition of the acquired machinery and equipment. The material maintenance expenditures incurred by the Company to bring all of the acquired machinery and equipment into proper working order exceeded the representations made in the asset purchase agreement. On June 12, 2017, the Company and Trican U.S. reached a settlement that resulted in proceeds to the Company of $2.1 million and net gain on settlement to the Company of $3.6 million . Trican, pursuant to its conditional rights under the Company’s Stockholders’ Agreement entered into in connection with the IPO, has appointed its President and Chief Executive Officer to serve as a member of the Board of Directors. In December 2017, we sold our dormant coiled tubing assets, including seven coiled tubing units and ancillary equipment related thereto, to Patriot Well Solutions LLC, an affiliate of WDE RockPile Aggregate, LLC, for a purchase price of $10.0 million . On May 29, 2018, the Company repurchased 1,248,440 shares of its common stock from WDE RockPile Aggregate, LLC (“White Deer Energy”) for $ 16.02 per share or $20.0 million . At the time of the RockPile acquisition, the shares of the Company’s common stock that White Deer Energy acquired was valued at $15.00 per share. The Company recognized the entire transaction as treasury stock that was subsequently retired, whereby the RockPile acquisition value of the shares of $18.7 million was recorded against paid-in capital in excess of par value and the remaining $1.3 million was recorded against retained earnings on the consolidated balance sheet as of December 31, 2018 . During 2018, the Company completed two secondary offerings on behalf of Keane Investor Holdings LLC. For further details, see Note ( 13 ) Stockholders’ Equity : (f) Secondary Offerings. |
Retirement Benefits and Nonreti
Retirement Benefits and Nonretirement Postemployment Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement Benefits and Nonretirement Postemployment Benefits | Retirement Benefits and Nonretirement Postemployment Benefits Defined Contribution Plan The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contributions of up to 3.5% of compensation. Contributions made by the Company related to the years ended December 31, 2018 , 2017 , and 2016 were $6.7 million , $4.0 million and $1.4 million , respectively. Severance The Company provides severance benefits to certain of its employees in connection with the termination of their employment. Severance benefits offered by the Company were $0.6 million , $2.0 million and $1.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Wind-down of a Foreign Subsidia
Wind-down of a Foreign Subsidiary | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Wind-down of a Foreign Subsidiary | Wind-down of a Foreign Subsidiary During the first quarter of 2015, the Company’s Canadian operations lost an open bid for the renewal of a customer contract that had been material to the foreign operations in prior years. Due to the loss of this contract, coupled with the unfavorable market conditions driven by low oil prices, management decided to exit wireline operations in Canada and implemented an exit strategy to dispose of the assets of the Canadian operations in multiple phases. The phases were as follows: • Phase 1 included completing the remainder of the customer contract during the first quarter of 2015. • Phase 2 included disposing of the physical assets of the Canadian operations by selling them to third parties or transferring them to Keane Frac, LP during the second quarter of 2015. • Phase 3 included repatriating $8.0 million CAD ( $6.7 million USD) of cash from Keane Completions CN Corp. • Phase 4 included settlement of the outstanding obligations of the Canadian operations. • Phase 5 included transitioning the $4.7 million CAD of goodwill related to the Completion Services segment from Keane Completions CN Corp. to Holdco II as of December 31, 2015. • Phase 6 included the repatriation of remaining cash and settlement of obligations. This movement decreased the investment in the foreign subsidiary by $2.7 million . During the fourth quarter of 2018, the Company liquidated its Canadian subsidiary, upon which it recognized a loss of $2.6 million from AOCI into earnings in the consolidated and combined statement of operations and comprehensive income for the year ended December 31, 2018 . All material costs associated with the wind-down of the Canadian subsidiary were identified and recognized during the year ended December 31, 2015. The activity in the exit liabilities related to lease and contract obligations recognized in connection with the wind-down of the Canadian operations, which were presented as accrued liabilities on the consolidated and combined balance sheets, were as follows for the year ended December 31, 2018 and 2017 : (Thousands of Dollars) 2018 2017 Beginning balance at January 1, $ 49 $ 233 Charges incurred (4 ) — Cash payments net of cash receipts 4 (214 ) Currency lease accretion and other adjustments (49 ) 30 Total lease obligations, ending balance $ — $ 49 |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments Management operates the Company in two reporting segments: Completion Services and Other Services. Management evaluates the performance of these segments based on equipment utilization, revenue, segment gross profit and gross margin. All inter-segment transactions are eliminated in consolidation. The following tables present financial information with respect to the Company’s segments. Corporate and Other represents costs not directly associated with an operating segment, such as interest expense, income taxes and corporate overhead. Corporate assets include cash, deferred financing costs, derivatives and entity-level machinery equipment. Year Ended December 31, 2018 2017 2016 Operations by business segment Revenue: Completion Services $ 2,100,956 $ 1,527,287 $ 410,854 Other Services 36,050 14,794 9,716 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 Gross profit (loss): Completion Services $ 478,850 $ 258,024 $ 8,963 Other Services (2,390 ) 1,496 (4,735 ) Total gross profit $ 476,460 $ 259,520 $ 4,228 Operating income (loss): Completion Services $ 234,756 $ 115,691 $ (80,563 ) Other Services (6,818 ) (197 ) (10,156 ) Corporate and Other (129,928 ) (106,225 ) (58,985 ) Total operating income (loss) $ 98,010 $ 9,269 $ (149,704 ) Depreciation and amortization: Completion Services $ 241,169 $ 141,385 $ 89,432 Other Services 4,428 5,757 5,087 Corporate and Other 13,548 12,138 6,460 Total depreciation and amortization $ 259,145 $ 159,280 $ 100,979 (Gain) loss on disposal of assets Completion Services $ 2,925 $ 948 $ (538 ) Other Services — (4,064 ) (44 ) Corporate and Other 2,122 561 195 Total (gain) on disposal of assets $ 5,047 $ (2,555 ) $ (387 ) Impairment: Completion Services $ — $ — $ — Other Services — — 185 Corporate and Other — — — Total impairment $ — $ — $ 185 Exit Costs: Completion Services $ 506 $ — $ — Other Services — — — Corporate and Other $ (167 ) $ 1,221 $ 5,696 Total exit costs $ 339 $ 1,221 $ 5,696 Income tax provision (1) : Completion Services $ — $ — $ — Corporate and Other (4,270 ) (150 ) — Total income tax: $ (4,270 ) $ (150 ) $ — Net income (loss): Completion Services $ 234,756 $ 115,691 $ (80,563 ) Other Services (6,818 ) (197 ) (10,156 ) Corporate and Other (168,607 ) (151,635 ) (96,368 ) Total net income (loss) $ 59,331 $ (36,141 ) $ (187,087 ) Capital expenditures (2) : Completion Services $ 281,081 $ 185,329 $ 21,736 Other Services 9,510 1,718 487 Corporate and Other 952 2,582 1,322 Total capital expenditures $ 291,543 $ 189,629 $ 23,545 (1) Income tax provision as presented in the consolidated and combined statement of operations and comprehensive income (loss) does not include the provision for Texas margin tax for 2016. (2) Capital expenditures do not include leasehold improvements and net assets from the asset acquisition of RSI on July 24, 2018 of $35.0 million , the business acquisition of RockPile on July 3, 2017 of $116.6 million or the business acquisition of the Acquired Trican Operations on March 16, 2016 of $205.5 million . (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 894,467 $ 863,419 Other Services 20,974 21,877 Corporate and Other 139,138 157,820 Total assets $ 1,054,579 $ 1,043,116 Total assets by geography: United States $ 1,054,550 $ 1,041,596 Canada 29 1,520 Total assets $ 1,054,579 $ 1,043,116 Goodwill by segment: Completion Services $ 132,524 $ 134,967 Total goodwill $ 132,524 $ 134,967 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | Selected Quarterly Financial Data The following table sets forth certain unaudited financial and operating information for each quarter of the years ended December 31, 2018 and 2017 . The unaudited quarterly information includes all adjustments that, in the opinion of management, are necessary for the fair presentation of the information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. Year Ended December 31, 2018 (Unaudited) Selected Financial Data: First Second Quarter Third Quarter Fourth Quarter Revenue $ 513,016 $ 578,533 $ 558,908 $ 486,549 Costs of services (excluding depreciation and amortization, shown separately) 403,408 447,685 436,799 372,654 Depreciation and amortization 60,051 59,404 68,287 71,403 Selling, general and administrative expenses 33,884 24,125 27,783 28,466 (Gain) loss on disposal of assets 769 3,287 1,113 (122 ) Total operating costs and expenses 498,112 534,501 533,982 472,401 Operating income 14,904 44,032 24,926 14,148 Other income (expense), net (12,989 ) 16 14,454 (2,386 ) Interest expense (6,990 ) (14,317 ) (5,978 ) (6,219 ) Total other income (expenses) (19,979 ) (14,301 ) 8,476 (8,605 ) Income tax income (expense) (3,168 ) 936 (2,623 ) 585 Net income (loss) $ (8,243 ) $ 30,667 $ 30,779 $ 6,128 Year Ended December 31, 2017 (Unaudited) Selected Financial Data: First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 240,153 $ 323,136 $ 477,302 $ 501,490 Costs of services (excluding depreciation and amortization, shown separately) 223,992 278,384 391,089 389,096 Depreciation and amortization 30,373 32,739 46,204 49,964 Selling, general and administrative expenses 17,986 22,337 28,592 24,611 (Gain) loss on disposal of assets (434 ) (5 ) 302 (2,418 ) Total operating costs and expenses 271,917 333,455 466,187 461,253 Operating income (loss) (31,764 ) (10,319 ) 11,115 40,237 Other expense (income), net 4 3,701 942 9,316 Interest expense (40,361 ) (4,349 ) (7,195 ) (7,318 ) Total other income (expenses) (40,357 ) (648 ) (6,253 ) 1,998 Interest expense (134 ) (931 ) (797 ) 1,712 Net income (loss) $ (72,255 ) $ (11,898 ) $ 4,065 $ 43,947 |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements (a) Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry-specific guidance. ASU 2014-09 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additional disclosures are required to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers,” which deferred the effective date of ASU 2014-09 for all entities by one year and is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s current revenue recognition processes or the Company’s consolidated and combined financial statements and did not require any retrospective adjustments to the consolidated and combined financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which (i) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual periods beginning after December 15, 2017. The Company adopted the provisions of ASU 2016-01 effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s consolidated and combined financial statements, as the Company did not have any active hedge accounting relationships as of the adoption date. During 2016, FASB issued ASU 2016-08, “Principal versus Agent,” ASU 2016-10, “Licenses of Intellectual Property (IP) and Identification of Performance Obligations” and ASU 2016-12, “Narrow Scope Improvements and Practical Expedients”. During 2017, FASB issued ASC 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. All these ASUs are designed to address various issues raised by the constituents to the Transition Resource Group and help minimize diversity in practice in applying ASU 2014-09. The Company adopted these standards concurrently with the adoption of ASU 2014-09 as of January 1, 2018. The adoption of these standards did not have a material impact on the Company’s consolidated and combined financial statements. In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Asset Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. ASU 2016-16 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. Entities must adopt the standard using a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The cumulative effect adjustments will include recognition of the income tax consequences of intra-entity transfers of assets, other than inventory, that occur before the adoption date. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated and combined financial statements, as the Company has minimal intra-entity transfers of qualifying assets. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements of Financial Instruments - Overall,” to make targeted improvements that addressed certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. The targeted improvements address the discontinuation of, adjustments to and transition guidance for equity securities without a readily determinable fair value, forward contracts and purchased options, presentation requirements for certain fair value option liabilities and the measurement of changes in fair value option liabilities denominated in a foreign currency. The Company adopted this standard as of July 1, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements. In June 2018, the FASB issued ASU 2018-07, “Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. This update is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2018. The Company early adopted this standard effective June 20, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements, as the Company has only issued shares to employees or nonemployee directors and has previously recognized its nonemployee directors share-based payments in line with its recognition of share-based payments to employees, using the grant-date fair value of the equity instruments issued, amortized over the requisite service period. (b) Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a purchase financed by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months, regardless of their classification. Leases with a term of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. In December 2018, the FASB issued ASU 2019-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” which allows lessors to make a policy election to exclude sales taxes and other similar taxes from determining the consideration in the contract and variable payments not included in the consideration in the contract, requires lessors to exclude from variable payments lessor costs paid by lessees directly to third parties and clarified the accounting for variable payments for contracts with lease and nonlease components. Upon adoption of these standards, using the modified retrospective transition method, the Company is anticipating it will recognize a lease right of use asset and lease liability of approximately $61 million on its consolidated balance sheet on January 1, 2019, for its operating leases that existed upon the effective date, with no additional impact to its consolidated statements of operations and comprehensive income (loss) or statements of cash flows. The Company also determined that while its hydraulic fracturing fleets represent lease components in its customer contracts, these lease components do not represent the predominant components in its customer contracts. As such the Company has elected to account for the combined components of its customer contracts under ASC 606. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable and lease receivables. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses.” which clarified that receivables arising from operating leases are not within the scope of ASC 326-20, “Financial Instruments-Credit Losses-Measured at Amortized Cost,” and should be accounted for in accordance with ASC 842. ASU 2016-13 and ASU 2019-19 are effective for annual periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this standard will have on its consolidated and combined financial statements. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows companies to reclassify from accumulated other comprehensive income (loss) to retained earnings, any stranded tax effects resulting from complying with the Tax Cuts and Jobs Act legislation passed in December 2017. ASU 2018 02 is effective for annual periods beginning after December 15, 2018, and the Company will implement the provisions of this ASU effective January 1, 2019. The Company does not expect the adoption of this standard to impact its consolidated and combined financial statements, as due to the Company’s valuation allowance, there is no net tax effect stranded within accumulated other comprehensive income (loss). In July 2018, the FASB issued ASU 2018-09, “Codification Improvements,” which made clarifications, correction of errors and minor improvements to ASC 220, “Income Statement - Reporting Comprehensive Income - Overall,” ASC 470-50, “Debt Modifications and Extinguishments,” ASC 480-10, “Distinguishing Liabilities from Equity -Overall,” ASC 718-740, “Compensation - Stock Compensation - Income Taxes,” ASC 805-740, “Business Combinations - Income Taxes,” ASC 815-10, “Derivatives and Hedging - Overall,” ASC 820-10, “Fair Value Measurement - Overall,” ASC 940-405, “Financial Services - Brokers and Dealers - Liabilities,” and ASC 962-325, “Plan Accounting - Defined Contribution to Pension Plans - Investments - Other.” The transition and effective dates of ASU 2018-09 vary for each amendment. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements, as it only has qualifying transactions that would be impacted by the amendments to ASC 718-740. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This standard removed, modified and added disclosure requirements from ASC 820. ASU 2018-13 is effective for annual periods beginning after December 15, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements, as this standard primarily addresses disclosure requirements for Level 3 fair value measurements. The Company does not currently have or anticipate having Level 3 fair value instruments. In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The amendments in this standard aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements. In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes." The amendments in this standard permit use of the Overnight Index Swap rate based on Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815. ASU 2018-16 is effective for annual periods beginning after December 15, 2018. The adoption of this standard will not have an impact on the Company's consolidated and combined financial statements as the benchmark interest rate on its only existing interest rate swap is LIBOR. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this standard clarified that certain transactions should be accounted for under ASC 606 if one of the collaborative arrangement participants meets the definition of a customer and that transactions between collaborative participants not directly related to sales to third parties should not be recognized as revenue under Topic 606, if one of the collaborative arrangement participants is not a customer. ASU 2018-18 is effective for annual periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this standard will have on its consolidated and combined financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of accounting | The accompanying consolidated and combined financial statements were prepared using United States Generally Accepted Accounting Principles (“GAAP”) and the instructions to Form 10-K and Regulation S-X. |
Use of estimates | The Company’s accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires the Company to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (2) the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from the Company’s estimates. |
Principles of Consolidation | The consolidated and combined financial statements include the accounts of Keane Group, Inc. and its consolidated subsidiaries: Keane Group Holdings, LLC; KGH Intermediate Holdco I, LLC; KGH Intermediate Holdco II, LLC; Keane Frac, LP; Keane Frac TX LLC; Keane Frac ND, LLC; Keane Frac GP, LLC and Keane Completions CN Corp. |
Business Combinations | Business combinations are accounted for using the acquisition method of accounting in accordance with the Accounting Standards Codification (“ASC”) 805, “Business Combinations”, as amended by Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business.” The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 850, “Fair Value Measurements”, using discounted cash flows and other applicable valuation techniques. Any acquisition related costs incurred by the Company are expensed as incurred. Any excess purchase price over the fair value of the net identifiable assets acquired is recorded as goodwill if the definition of a business is met. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 850 using discounted cash flows and other applicable valuation techniques. Operating results of an acquired business are included in our results of operations from the date of acquisition. Asset acquisitions, as defined in ASU 2017-01, are measured based on their cost to the Company, including transaction costs. An asset acquisition’s cost or the consideration transferred by the Company is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash the Company paid to the seller as well as transaction costs incurred. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to the Company or the fair value of the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. Goodwill is not recognized in an asset acquisition. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash is invested in overnight repurchase agreements and certificates of deposit with an initial term of less than three months. Net cash received from certain dispositions or casualty events of more than $25.0 million per single transaction or $50.0 million per series of related transactions, under the 2018 Term Loan Facility (as defined herein), and of more than $25.0 million , under the 2017 ABL Facility (as defined herein), is considered to be restricted. The Company may, at management’s discretion, reinvest any part of such proceeds in assets (other than current assets) useful for its business (in the case of the 2018 Term Loan Facility) and for replacing or repairing the assets in respect of which such proceeds were received (in the case of the 2017 ABL Facility), in each case within 12 months from the receipt date of such proceeds. Otherwise, the proceeds are required to be applied as a prepayment of the 2018 Term Loan Facility or any outstanding commitments under the 2017 ABL Facility. The Company did no t have any qualifying asset sale proceeds or insurance proceeds that exceeded the dollar thresholds described above for the year ended December 31, 2018 under the 2018 Term Loan Facility or 2017 ABL Facility. For the year ended December 31, 2017 , the Company had a qualifying insurance recovery of $0.5 million under the 2017 Term Loan Facility. The Company did no t have any restricted cash as of December 31, 2018 and 2017 . |
Trade Accounts Receivable | Trade accounts receivable are recorded at the invoiced amount. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated and combined statements of cash flows. The Company analyzes the need for an allowance for doubtful accounts for estimated losses related to potentially uncollectible accounts receivable on a case by case basis throughout the year. In establishing the required allowance, management considers historical losses, adjusted to take into account current market conditions and the Company’s customers’ financial condition, the balance of receivables in dispute, the current receivables aging and current payment patterns. The Company reserves amounts based on specific identification. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventories | Inventories are stated at the lower of cost or market (net realizable value). Costs of inventories include purchase, conversion and condition. As inventory is consumed, the expense is recorded in cost of services in the consolidated and combined statements of operations and comprehensive income (loss) using the weighted average cost method for all inventories. The Company periodically reviews the nature and quantities of inventory on hand and evaluates the net realizable value of items based on historical usage patterns, known changes to equipment or processes and customer demand for specific products. Significant or unanticipated changes in business conditions could impact the magnitude and timing of impairment recognized. Provision for excess or obsolete inventories is determined based on our historical usage of inventory on-hand, volume on-hand versus anticipated usage, technological advances and consideration of current market conditions. Inventories that have not turned over for more than a year are subject to a slow-moving reserve provision. In addition, inventories that have become obsolete due to technological advances, excess volume on-hand or not fitting our equipment are written-off. |
Revenue Recognition | Contract Balances In line with industry practice, the Company bills its customers for its services in arrears, typically when the stage or well is completed or at month-end. The majority of the Company’s jobs are completed in less than 30 days. Furthermore, it is currently not standard practice for the Company to execute contracts with prepayment features. As such, the Company’s contract liabilities are immaterial to its consolidated and combined balance sheets. Payment terms after invoicing are typically 30 days or less. The Company adopted ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, effective January 1, 2018, using the modified retrospective method. Changes were made to the relevant business processes and the related control activities, including information systems, in order to monitor and maintain appropriate controls over financial reporting. There were no significant changes to the Company’s internal control over financial reporting due to the Company’s adoption of ASU 2014-09. Revenue from the Company’s Completion Services and Other Services segments are earned as services are rendered, which is generally on a per stage or fixed monthly rate for the Company’s Completions Services segment and on a per job basis for the Other Services segment. All revenue is recognized when a contract with a customer exists, the performance obligations under the contract have been satisfied over time, the amount to which the Company has the right to invoice has been determined and collectability of amounts subject to invoice is probable. Contract fulfillment costs, such as mobilization costs and shipping and handling costs, are expensed as incurred and are recorded in cost of services in the consolidated and combined statements of operations and comprehensive income (loss). To the extent fulfillment costs are considered separate performance obligations that are billable to the customer, the amounts billed are recorded as revenue in the consolidated and combined statements of operations and comprehensive income (loss). The Company does not incur contract acquisition and origination costs. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and, therefore, are excluded from revenues in the consolidated and combined statements of operations and comprehensive income (loss) and net cash provided by operating activities in the consolidated and combined statements of cash flows. The Company has elected the practical expedient to recognize revenue based upon the transactional value it has the right to invoice upon completion of each performance obligation per the contract terms, as the Company believes its right to consideration corresponds directly with the value transferred to the customer, and this expedient does not lend itself to the application of significant judgment. The Company has also elected the practical expedient to expense immediately mobilization costs, as the amortization period would always be less than one year. As a result of electing these practical expedients, there was no material impact on the Company’s current revenue recognition processes and no retrospective adjustments were necessary. The Company’s obligations for refunds as well as the warranties and related obligations stated in its contracts with its customers are standard to the industry and are related to the correction of any defectiveness in the execution of its performance obligations. Revenue from the Company’s Completion Services and Other Services segments are recognized as follows: Completion Services The Company provides hydraulic fracturing and wireline services pursuant to contractual arrangements, such as term contracts and pricing agreements. Revenue is recognized upon the completion of each performance obligation. The Company’s performance obligations under its Completion Services segment represent each stage frac’d or each stage perforated. Once a stage has been completed, a field ticket is created that includes charges for the service performed and the chemicals and proppant consumed during the course of the service. The field ticket may also include charges for the mobilization of the equipment to the location, any additional equipment used on the job and other miscellaneous items. The field ticket represents the amounts to which the Company has the right to invoice and to recognize as revenue. Other Services The Company provides cementing services pursuant to contractual arrangements, such as term contracts, or on a spot market basis. Revenue is recognized upon the completion of each performance obligation, which for cementing services, represents the portion of the well cemented: surface casing, intermediate casing or production liner. The performance obligations are satisfied over time. Jobs for these services are typically short term in nature, with most jobs completed in a day. Once the well has been cemented, a field ticket is created that includes charges for the services performed and the consumables used during the course of service. The field ticket represents the amounts to which the Company has the right to invoice and to recognize as revenue. |
Property and Equipment | Property and equipment, inclusive of equipment under capital lease, are generally stated at cost. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from 13 months to 40 years . Management bases the estimate of the useful lives and salvage values of property and equipment on expected utilization, technological change and effectiveness of its maintenance programs. When components of an item of property and equipment are identifiable and have different useful lives, they are accounted for separately as major components of property and equipment. Equipment held under capital leases are generally amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset and the term of the lease. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within operating costs and expenses in the consolidated and combined statements of operations and comprehensive income (loss). Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Leasehold improvements are assigned a useful life equal to the term of the related lease. In the first quarter of 2018, the Company reassessed the estimated useful lives of select machinery and equipment. The Company concluded that due to an increase in service intensity driven by a shift to more 24-hour work, higher stage volumes, larger stages and more proppant usage per stage, the estimated useful lives of these select machinery and equipment should be reduced by approximately 50% . In accordance with ASC 250, “Accounting Changes and Error Corrections,” the change in the estimated useful lives of the Company’s property and equipment was accounted for as a change in accounting estimate, on a prospective basis, effective January 1, 2018. This change resulted in an increase in depreciation expense and decrease in net income during the year ended December 31, 2018 of $15.0 million in the consolidated and combined statement of operations and comprehensive income. As a result of a system upgrade to its fixed asset accounting module, in the third quarter of 2018, the Company changed its depreciation method from mid-month straight-line depreciation to days straight-line depreciation. The impact of this change in depreciation method to the Company’s consolidated and combined statement of operations and comprehensive income (loss) was immaterial. Depreciation methods, useful lives and residual values are reviewed annually. |
Major Maintenance Activities | The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgment in the application of how the costs benefit future periods, relative to the Company’s capitalization policy. Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset by greater than 12 months are capitalized. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill represents the excess of the purchase price of a business over the estimated fair value of the identifiable assets acquired and liabilities assumed by the Company. For the purposes of goodwill impairment analysis, the Company evaluates goodwill for impairment annually, as of October 31, or more often as facts and circumstances warrant. When performing the impairment assessment, the Company evaluates factors, such as unexpected adverse economic conditions, competition and market changes. Goodwill is allocated to one reporting unit, Completion Services. Before employing detailed impairment testing methodologies, the Company may first evaluate the likelihood of impairment by considering qualitative factors relevant to each reporting segment, such as macroeconomic, industry, market or any other factors that have a significant bearing on fair value. If the Company first utilizes a qualitative approach and determines that it is more likely than not that goodwill is impaired, detailed testing methodologies are then applied. Otherwise, the Company concludes that no impairment has occurred. The Company may also choose to bypass a qualitative approach and opt instead to employ detailed testing methodologies, regardless of a possible more likely than not outcome. The first step in the goodwill impairment test is to compare the fair value of each reporting unit to which goodwill has been assigned to the carrying amount of net assets, including goodwill, of the respective reporting unit. The Company’s goodwill is allocated solely to its Completion Services segment. If the carrying amount of the reportable segment exceeds its fair value, step two in the goodwill impairment test requires goodwill to be written down to its implied fair value through a charge to operating expense based on a hypothetical purchase price allocation method. In 2018 , the Company performed Step 0 of the goodwill impairment assessment by reviewing relevant qualitative factors. The Company determined there were no events that would indicate the carrying amount of its goodwill may not be recoverable, and as such, no impairment charge was recognized. The Company’s assessment was based on the following factors: forecasted growth in gross domestic product for 2019, equity markets remain near all-time highs, commodity prices are projected at levels that would favor continued investment in drilling and well completion, production cuts by members of the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC members, positive trends and forecasts for the oil and gas industry and the Company’s positive projected financial results for 2019 across all of its reporting units. No goodwill impairment has been recognized since inception in 2013. The Company’s indefinite-lived assets consist of the Company’s trade name. The Company assesses its indefinite-lived intangible assets for impairment annually, as of October 31, or whenever events or circumstances indicate that the carrying amount of the assets may not be recoverable. There was no indefinite-lived asset impairment recognized during 2018 , 2017 or 2016 . |
Long-Lived Assets | The Company assesses its long-lived assets, such as definite-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets. For the Company’s property and equipment, the Company determined the lowest level of identifiable cash flows that are independent of other asset groups to be at the service line level: hydraulic fracturing, wireline, cementing and drilling, except for an entity level asset group for assets that do not have identifiable independent cash flows. For the Company’s definite-lived intangible assets, the Company determined each intangible asset generates identifiable cash flows independent of one another and independent of the other assets in the operating segment with which they are associated. As such, the Company concluded that each intangible asset should be individually assessed for impairment. Impairments exist when the carrying amount of an asset group exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. When alternative courses of action to recover the carrying amount of the asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the asset is not recoverable based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset group’s carrying amount over its estimated fair value, such that the asset group’s carrying amount is adjusted to its estimated fair value, with an offsetting charge to operating expense. The Company measures the fair value of its property and equipment using the discounted cash flow method or the market approach, the fair value of its customer contracts using the multi-period excess earning method and income based “with and without” method, the fair value of its acquired fracking fluid software technology using the “income based relief-from-royalty” method and the fair value of its non-compete agreement using “lost income” approach. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of projected revenue growth, fleet count, utilization, gross margin rates, SG&A rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates. In 2018 and 2017, for the Company’s property and equipment and definite-lived intangible assets, the Company determined there were no events that would indicate the carrying amount of these assets may not be recoverable, and as such, no impairment charge was recognized. The Company’s assessment was based on the following factors: there have been no significant decreases in the market price or use of the Company’s definite-lived assets, the Company continued to drive efficiencies, capabilities and utilization across all of its service lines, projected market and oil and gas industry conditions favor continued investment in drilling and well completion and the Company’s positive projected financial results for 2019 across all of its service lines. In 2016, for the Company’s definite-lived assets, the Company recorded a $0.2 million impairment charge related to a non-compete agreement in the Other Services segment, because there were insufficient forecasted cash flows to support this intangible asset. Amortization on definite-lived intangible assets is calculated on the straight-line method over the estimated useful lives of the assets. |
Derivative Instruments and Hedging Activities | The Company utilizes interest rate derivatives to manage interest rate risk associated with its floating-rate borrowings. The Company recognizes all derivative instruments as either assets or liabilities on the consolidated and combined balance sheets at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in accumulated other comprehensive income (loss) until the hedged item affects earnings. The Company only enters into derivative contracts that it intends to designate as hedges for the variability of cash flows to be received or paid related to a recognized asset or liability (i.e. cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The Company discontinues hedge accounting prospectively, when it determines that the derivative is no longer highly effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the originally forecasted transaction is no longer probable of occurring or if management decides to remove the designation of the cash flow hedge. The net derivative instrument gain or loss related to a discontinued cash flow hedge shall continue to be reported in accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the originally hedged transaction affects earnings, unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period. When it is probable that the originally forecasted transaction will not occur by the end of the originally specified time period, the Company recognizes immediately, in earnings, any gains and losses related to the hedging relationship that were recognized in accumulated other comprehensive income (loss). In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the consolidated and combined balance sheets and recognizes any subsequent changes in the derivative’s fair value in earnings. |
Fair Value Measurement | Fair value represents the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the reporting date. The Company’s assets and liabilities that are measured at fair value at each reporting date are classified according to a hierarchy that prioritizes inputs and assumptions underlying the valuation techniques. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. |
Stock-based compensation | The Company recognizes compensation expense for restricted stock awards, restricted stock units to be settled in common stock (“RSUs”) and non-qualified stock options (“stock options”) based on the fair value of the awards at the date of grant. The fair value of restricted stock awards and RSUs is determined based on the number of shares or RSUs granted and the closing price of the Company’s common stock on the date of grant. The fair value of stock options is determined by applying the Black-Scholes model to the grant-date market value of the underlying common shares of the Company. The Company has elected to recognize forfeiture credits for these awards as they are incurred, as this method best reflects actual stock-based compensation expense. Compensation expense from time-based restricted stock awards, RSUs and stock options is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Deferred compensation expense associated with liability-based awards, such as deferred stock awards that are expected to settle with the issuance of a variable number of shares based on a fixed monetary amount at inception, is recognized at the fixed monetary amount at inception and is amortized on a straight-line basis over the requisite service period, which is generally the vesting period. Upon settlement, the holders receive an amount of common stock equal to the fixed monetary amount at inception, based on the closing price of the Company’s stock on the date of settlement. Tax deductions on the stock-based compensation awards are not realized until the awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its income tax returns, based on the amount of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based award is greater than the cumulative GAAP compensation expense for that award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for an award is less than the cumulative GAAP compensation expense for that award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be recorded discretely in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the consolidated and combined statements of cash flows. The Company provides its employees with the election to settle the income tax obligations arising from the vesting of their restricted or deferred stock-based compensation awards by the Company withholding shares equal to such income tax obligations. Shares acquired from employees in connection with the settlement of the employees’ income tax obligations are accounted for as treasury shares that are subsequently retired. Restricted stock awards and RSUs are not considered issued and outstanding for purposes of earnings per share calculations until vested. |
Taxes | Upon consummation of the Organizational Transactions and the IPO, the Company became subject to U.S. federal income taxes. A provision for U.S. federal income tax has been provided in the consolidated and combined financial statements for the years ended December 31, 2018 and 2017 . Prior to 2019, the Company had a Canadian subsidiary, which was treated as a corporation for Canadian federal and provincial tax purposes. For Canadian tax purposes, the Company was subject to foreign income tax. The Company is responsible for certain state income and franchise taxes, which include Colorado, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas and West Virginia. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards, if applicable. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. The Company recognizes interest accrued related to unrecognized tax benefits, if any, in income tax expense. |
Commitments and Contingencies | The Company accrues for contingent liabilities when such contingencies are probable and reasonably estimable. The Company generally records losses related to these types of contingencies as direct operating expenses or general and administrative expenses in the consolidated and combined statements of operations and comprehensive income (loss). Legal costs associated with the Company’s loss contingencies are recognized immediately when incurred as general and administrative expenses in the Company’s consolidated and combined statements of operations and comprehensive income (loss). |
Equity-method investments | Investments in non-controlled entities over which the Company has the ability to exercise significant influence over the noncontrolled entities’ operating and financial policies are accounted for under the equity-method. Under the equity-method, the investment in the non-controlled entity is initially recognized at cost and subsequently adjusted to reflect the Company’s share of the entity’s income (losses), any dividends received by the Company and any other-than-temporary impairments. Investments accounted for under the equity-method are presented within other noncurrent assets in the consolidated and combined balance sheets. |
Employee Benefits and Postemployment Benefits | Contractual termination benefits are payable when employment is terminated due to an event specified in the provisions of a social/labor plan, state or federal law. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Company records employee severance costs associated with these activities in accordance with ASC 712, “Compensation—Nonretirement Post-Employment Benefits.” In all other situations where the Company pays termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management’s discretion, the Company records these termination costs in accordance with ASC 420, “Exit or Disposal Cost Obligations.” A liability is recognized for one-time termination benefits when the Company is committed to 1) making payments and the number of affected employees and the benefits received are known to both parties and 2) terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal for which such amount can be reasonably estimated |
Leases | The Company leases certain facilities and equipment used in its operations. The Company evaluates and classifies its leases as operating or capital leases for financial reporting purposes. Assets held under capital leases are included in property and equipment on the consolidated and combined balance sheets. Operating lease expense is recorded on a straight-line basis over the lease term in the consolidated and combined statements of operation and comprehensive income (loss). Landlord incentives are recorded as deferred rent and amortized as reductions to lease expense on a straight-line basis over the life of the applicable lease. |
Research and development costs | Research and development costs are expensed as incurred as general and administrative expenses in the Company’s consolidated and combined statements of operations and comprehensive income (loss). |
Advertising costs | Advertising costs are expensed as incurred as general and administrative expenses in the Company’s consolidated and combined statements of operations and comprehensive income (loss). |
Pro-forma earnings per share | The earnings per share amounts for the years ended December 31, 2017 and 2016 have been computed to give effect to the Organizational Transactions, as if they had occurred at the beginning of the earliest period presented, including the limited liability company agreement of Keane Investor to, among other things, exchange all of the pre-existing membership interests of the Company for the newly-created ownership interests for common stock of KGI. The computations of earnings per share do not consider the 15,700,000 shares of common stock newly-issued by KGI to investors in the IPO. |
New Accounting Pronouncements | (a) Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry-specific guidance. ASU 2014-09 sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additional disclosures are required to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers,” which deferred the effective date of ASU 2014-09 for all entities by one year and is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s current revenue recognition processes or the Company’s consolidated and combined financial statements and did not require any retrospective adjustments to the consolidated and combined financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities,” which (i) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, (ii) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (iii) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset and (iv) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. ASU 2016-01 is effective for annual periods beginning after December 15, 2017. The Company adopted the provisions of ASU 2016-01 effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s consolidated and combined financial statements, as the Company did not have any active hedge accounting relationships as of the adoption date. During 2016, FASB issued ASU 2016-08, “Principal versus Agent,” ASU 2016-10, “Licenses of Intellectual Property (IP) and Identification of Performance Obligations” and ASU 2016-12, “Narrow Scope Improvements and Practical Expedients”. During 2017, FASB issued ASC 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”. All these ASUs are designed to address various issues raised by the constituents to the Transition Resource Group and help minimize diversity in practice in applying ASU 2014-09. The Company adopted these standards concurrently with the adoption of ASU 2014-09 as of January 1, 2018. The adoption of these standards did not have a material impact on the Company’s consolidated and combined financial statements. In October 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Asset Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. ASU 2016-16 is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. Entities must adopt the standard using a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption. The cumulative effect adjustments will include recognition of the income tax consequences of intra-entity transfers of assets, other than inventory, that occur before the adoption date. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have a material impact on the Company’s consolidated and combined financial statements, as the Company has minimal intra-entity transfers of qualifying assets. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805), Clarifying the Definition of a Business,” which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017 and should be applied prospectively. The Company adopted this standard as of January 1, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements of Financial Instruments - Overall,” to make targeted improvements that addressed certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. The targeted improvements address the discontinuation of, adjustments to and transition guidance for equity securities without a readily determinable fair value, forward contracts and purchased options, presentation requirements for certain fair value option liabilities and the measurement of changes in fair value option liabilities denominated in a foreign currency. The Company adopted this standard as of July 1, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements. In June 2018, the FASB issued ASU 2018-07, “Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. This update is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2018. The Company early adopted this standard effective June 20, 2018. The adoption of this standard did not have an impact on the Company’s consolidated and combined financial statements, as the Company has only issued shares to employees or nonemployee directors and has previously recognized its nonemployee directors share-based payments in line with its recognition of share-based payments to employees, using the grant-date fair value of the equity instruments issued, amortized over the requisite service period. (b) Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a purchase financed by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months, regardless of their classification. Leases with a term of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. In December 2018, the FASB issued ASU 2019-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” which allows lessors to make a policy election to exclude sales taxes and other similar taxes from determining the consideration in the contract and variable payments not included in the consideration in the contract, requires lessors to exclude from variable payments lessor costs paid by lessees directly to third parties and clarified the accounting for variable payments for contracts with lease and nonlease components. Upon adoption of these standards, using the modified retrospective transition method, the Company is anticipating it will recognize a lease right of use asset and lease liability of approximately $61 million on its consolidated balance sheet on January 1, 2019, for its operating leases that existed upon the effective date, with no additional impact to its consolidated statements of operations and comprehensive income (loss) or statements of cash flows. The Company also determined that while its hydraulic fracturing fleets represent lease components in its customer contracts, these lease components do not represent the predominant components in its customer contracts. As such the Company has elected to account for the combined components of its customer contracts under ASC 606. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduces a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable and lease receivables. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses.” which clarified that receivables arising from operating leases are not within the scope of ASC 326-20, “Financial Instruments-Credit Losses-Measured at Amortized Cost,” and should be accounted for in accordance with ASC 842. ASU 2016-13 and ASU 2019-19 are effective for annual periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this standard will have on its consolidated and combined financial statements. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allows companies to reclassify from accumulated other comprehensive income (loss) to retained earnings, any stranded tax effects resulting from complying with the Tax Cuts and Jobs Act legislation passed in December 2017. ASU 2018 02 is effective for annual periods beginning after December 15, 2018, and the Company will implement the provisions of this ASU effective January 1, 2019. The Company does not expect the adoption of this standard to impact its consolidated and combined financial statements, as due to the Company’s valuation allowance, there is no net tax effect stranded within accumulated other comprehensive income (loss). In July 2018, the FASB issued ASU 2018-09, “Codification Improvements,” which made clarifications, correction of errors and minor improvements to ASC 220, “Income Statement - Reporting Comprehensive Income - Overall,” ASC 470-50, “Debt Modifications and Extinguishments,” ASC 480-10, “Distinguishing Liabilities from Equity -Overall,” ASC 718-740, “Compensation - Stock Compensation - Income Taxes,” ASC 805-740, “Business Combinations - Income Taxes,” ASC 815-10, “Derivatives and Hedging - Overall,” ASC 820-10, “Fair Value Measurement - Overall,” ASC 940-405, “Financial Services - Brokers and Dealers - Liabilities,” and ASC 962-325, “Plan Accounting - Defined Contribution to Pension Plans - Investments - Other.” The transition and effective dates of ASU 2018-09 vary for each amendment. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements, as it only has qualifying transactions that would be impacted by the amendments to ASC 718-740. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This standard removed, modified and added disclosure requirements from ASC 820. ASU 2018-13 is effective for annual periods beginning after December 15, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements, as this standard primarily addresses disclosure requirements for Level 3 fair value measurements. The Company does not currently have or anticipate having Level 3 fair value instruments. In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The amendments in this standard aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for annual periods beginning after December 15, 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated and combined financial statements. In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes." The amendments in this standard permit use of the Overnight Index Swap rate based on Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815. ASU 2018-16 is effective for annual periods beginning after December 15, 2018. The adoption of this standard will not have an impact on the Company's consolidated and combined financial statements as the benchmark interest rate on its only existing interest rate swap is LIBOR. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” The amendments in this standard clarified that certain transactions should be accounted for under ASC 606 if one of the collaborative arrangement participants meets the definition of a customer and that transactions between collaborative participants not directly related to sales to third parties should not be recognized as revenue under Topic 606, if one of the collaborative arrangement participants is not a customer. ASU 2018-18 is effective for annual periods beginning after December 15, 2019. The Company is currently in the process of evaluating the impact the adoption of this standard will have on its consolidated and combined financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of disaggregation of revenue | Revenue activities during the years ended December 31, 2018 , 2017 and 2016 were as follows: Twelve Months Ended 2018 2017 2016 Revenue by segment: Completion Services $ 2,100,956 $ 1,527,287 $ 410,854 Other Services 36,050 14,794 9,716 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 Revenue by geography: East $ 790,026 $ 566,891 $ 181,629 North 268,012 235,391 59,706 South 1,078,968 739,799 179,235 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 |
Schedule of property, plant, and equipment | Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Property and Equipment, net consisted of the following at December 31, 2018 and December 31, 2017 : (Thousands of Dollars) December 31, December 31, Land $ 4,771 $ 5,186 Building and leasehold improvements 32,134 30,322 Office furniture, fixtures and equipment 7,691 6,338 Machinery and equipment 1,041,212 773,516 1,085,808 815,362 Less accumulated depreciation (562,813 ) (372,617 ) Construction in progress 8,324 25,255 Total property and equipment, net $ 531,319 $ 468,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions | The following table summarizes the fair value of the consideration transferred for the acquisition of RockPile and the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the RockPile Acquisition Date: Total Purchase Consideration: Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation (Thousands of Dollars) Cash consideration $ 123,293 $ (6,717 ) $ 116,576 Equity consideration 130,290 — 130,290 Contingent consideration 11,962 — 11,962 Less: Cash acquired (20,379 ) 20,379 — Total purchase consideration, less cash acquired $ 245,166 $ 13,662 $ 258,828 Trade and other accounts receivable $ 57,117 $ 1,484 $ 58,601 Inventories, net 2,853 138 2,991 Prepaid and other current assets 13,630 (717 ) 12,913 Property and equipment, net 157,654 8,653 166,307 Intangible assets 20,967 (1,267 ) 19,700 Notes receivable 250 (250 ) — Other noncurrent assets 363 (57 ) 306 Total identifiable assets acquired 252,834 7,984 260,818 Accounts payable (38,999 ) 16,180 (22,819 ) Accrued expenses (22,161 ) (13,315 ) (35,476 ) Deferred revenue (23,053 ) 698 (22,355 ) Other non-current liabilities (827 ) (2,412 ) (3,239 ) Total liabilities assumed (85,040 ) 1,151 (83,889 ) Goodwill 77,372 4,527 81,899 Total purchase price consideration $ 245,166 $ 13,662 $ 258,828 The following table summarizes the fair value of the consideration transferred for the acquisition of the Acquired Trican Operations and the final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed at the acquisition date of the Acquired Trican Operations: Total Purchase Consideration: (Thousands of Dollars) Preliminary Purchase Price Allocation Adjustments Final Purchase Price Allocation Cash consideration $ 199,400 $ — $ 199,400 Net working capital purchase price adjustment 6,000 — 6,000 Class A and C Units issued 42,669 — 42,669 Total consideration $ 248,069 $ — $ 248,069 Accounts receivable $ 37,377 $ — $ 37,377 Inventories 20,006 (202 ) 19,804 Prepaid expenses 7,170 — 7,170 Property and equipment 205,546 (413 ) 205,133 Intangible assets 3,880 — 3,880 Total identifiable assets acquired 273,979 (615 ) 273,364 Accounts payable (12,630 ) 469 (12,161 ) Accrued expenses (9,524 ) (9,524 ) Current maturities of capital lease obligations (1,594 ) — (1,594 ) Capital lease obligations, less current maturities (2,386 ) — (2,386 ) Other non-current liabilities (1,372 ) — (1,372 ) Total liabilities assumed (27,506 ) 469 (27,037 ) Goodwill 1,596 146 1,742 Total purchase price consideration $ 248,069 $ — $ 248,069 |
Schedule of pro-forma information related to business acquisitions | The following unaudited pro forma information assumes the acquisition of the Acquired Trican Operations occurred on January 1, 2015. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2016, or any operating efficiencies or inefficiencies that resulted from the acquisition of the Acquired Trican Operations. The information is not necessarily indicative of the results that would have been achieved had the Company controlled the Acquired Trican Operations during the period presented. The pro forma information does not include any integration or transactions costs that the Company incurred related to the acquisition in the periods following the period presented. (Thousands of Dollars) Unaudited Year Ended Revenue $ 464,036 Net Income $ (217,313 ) The following combined pro forma information assumes the acquisition of RockPile occurred on January 1, 2016. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after July 2, 2017 or any operating efficiencies or inefficiencies that resulted from the acquisition of RockPile. The information is not necessarily indicative of results that would have been achieved had the Company controlled RockPile during the periods presented. Pro forma net loss for the year ended December 31, 2017 includes $0.8 million of non-recurring retention bonuses associated with the acquisition, which were incurred after the closing and $1.8 million of compensation costs associated with the executives of RockPile whom the Company retained. In addition, the Company incurred $2.2 million of transaction costs that were not reflected in this pro forma financial information, since they were incurred prior to the closing. (Thousands of Dollars) Unaudited Year Ended December 31, 2017 2016 Revenue $ 1,732,279 $ 543,966 Net loss (49,348 ) (203,383 ) Net loss per share (basic and diluted) $ (0.44 ) $ (2.12 ) Weighted-average shares outstanding (basic and diluted) 111,939 96,112 |
Schedule of intangible assets related to acquisition | Intangible assets related to the acquisition of Trican’s U.S. Operations consisted of the following: Estimated useful life (in Years) Fair value (Thousands of Dollars) Customer contracts 1.8 $ 3,500 Non-compete agreements 2.0 50 Fracking Fluids 4.8 330 Total intangible assets $ 3,880 Weighted average life of finite-lived intangibles 2.1 Intangible assets related to the acquisition of RockPile consisted of the following: (Thousands of Dollars) Weighted average remaining Gross Customer contracts 10.8 $ 19,700 Total $ 19,700 |
Schedule of separately recognized transactions related to acquisition | The following transactions were recognized separately from the acquisition of assets and assumptions of liabilities in the acquisition of RockPile. Deal costs consist of legal and professional fees and pre-merger notification fees. Integration costs consist of expenses incurred to integrate RockPile’s operations with that of the Company, including retention bonuses and severance payments. Harmonization costs consist of expenses incurred in connection with aligning RockPile’s accounting processes and procedures and integrating its enterprise resource planning system with those of the Company. The expenses for all these transactions were expensed as incurred. (Thousands of Dollars) Transaction Type Year Ended Location Deal costs $ 513 Cost of services Deal costs 6,166 Selling, general and administrative expenses Integration 214 Cost of services Integration 1,124 Selling, general and administrative expenses Harmonization 656 Selling, general and administrative expenses $ 8,673 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | The intangible assets balance in the Company’s consolidated and combined balance sheets represents the fair value, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2018 Weighted average remaining Gross Accumulated Net Customer contracts 8.3 $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 7.3 700 (362 ) 338 Trade name Indefinite life 10,200 — 10,200 Technology 1.8 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 (Thousands of Dollars) December 31, 2017 Weighted average remaining Gross Accumulated Net Customer contracts 9.1 $ 68,600 $ (23,049 ) $ 45,551 Non-compete agreements 8.1 750 (360 ) 390 Trade name Indefinite life 10,200 — 10,200 Technology 2.1 3,023 (1,884 ) 1,139 Total $ 82,573 $ (25,293 ) $ 57,280 |
Schedule of indefinite-lived intangible assets | The intangible assets balance in the Company’s consolidated and combined balance sheets represents the fair value, net of amortization, as applicable, related to the following: (Thousands of Dollars) December 31, 2018 Weighted average remaining Gross Accumulated Net Customer contracts 8.3 $ 67,600 $ (27,755 ) $ 39,845 Non-compete agreements 7.3 700 (362 ) 338 Trade name Indefinite life 10,200 — 10,200 Technology 1.8 2,262 (741 ) 1,521 Total $ 80,762 $ (28,858 ) $ 51,904 (Thousands of Dollars) December 31, 2017 Weighted average remaining Gross Accumulated Net Customer contracts 9.1 $ 68,600 $ (23,049 ) $ 45,551 Non-compete agreements 8.1 750 (360 ) 390 Trade name Indefinite life 10,200 — 10,200 Technology 2.1 3,023 (1,884 ) 1,139 Total $ 82,573 $ (25,293 ) $ 57,280 |
Schedule of amortization of intangible assets | Amortization for the Company’s intangible assets, excluding the trade name that has an indefinite useful life and in-process software, over the next five years, is as follows: Year-end December 31, (Thousands of Dollars) 2019 $ 5,402 2020 5,278 2021 4,996 2022 4,973 2023 4,973 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2018 , 2017 and 2016 were as follows: (Thousands of Dollars) Goodwill as of December 31, 2016 $ 50,478 Acquisitions 84,489 Goodwill as of December 31, 2017 134,967 Acquisitions (2,443 ) Goodwill as of December 31, 2018 $ 132,524 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories, net | Inventories, net, consisted of the following at December 31, 2018 and December 31, 2017 : (Thousands of Dollars) December 31, December 31, Sand, including freight $ 14,697 $ 11,551 Chemicals and consumables 6,250 7,940 Materials and supplies 14,722 13,946 Total inventory, net $ 35,669 $ 33,437 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment | Major classifications of property and equipment and their respective useful lives are as follows: Land Indefinite life Building and leasehold improvements 13 months – 40 years Machinery and equipment 13 months – 10 years Office furniture, fixtures and equipment 3 years – 5 years Property and Equipment, net consisted of the following at December 31, 2018 and December 31, 2017 : (Thousands of Dollars) December 31, December 31, Land $ 4,771 $ 5,186 Building and leasehold improvements 32,134 30,322 Office furniture, fixtures and equipment 7,691 6,338 Machinery and equipment 1,041,212 773,516 1,085,808 815,362 Less accumulated depreciation (562,813 ) (372,617 ) Construction in progress 8,324 25,255 Total property and equipment, net $ 531,319 $ 468,000 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt at December 31, 2018 and December 31, 2017 consisted of the following: (Thousands of Dollars) December 31, December 31, 2017 Term Loan Facility $ — $ 283,202 2018 Term Loan Facility 348,250 — Capital leases 10,516 7,918 Less: Unamortized debt discount and debt issuance costs (7,527 ) (8,173 ) Total debt, net of unamortized debt discount and debt issuance costs 351,239 282,947 Less: Current portion (7,704 ) (4,436 ) Long-term debt, net of unamortized debt discount and debt issuance costs, including capital leases $ 343,535 $ 278,511 Below is a summary of the Company’s credit facilities outstanding as of December 31, 2018 : (Thousands of Dollars) 2017 ABL Facility (1) 2018 Term Loan Facility (1) Original facility size $ 300,000 $ 350,000 Outstanding balance $ — $ 348,250 Letters of credit issued $ 2,500 $ — Available borrowing base commitment $ 183,985 n/a Interest Rate (2) LIBOR or base rate plus applicable margin LIBOR or base rate plus applicable margin Maturity Date December 22, 2022 May 25, 2025 (1) For detailed discussion on the Company’s outstanding credit facilities, see “Liquidity and Capital Resources” under Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (2) London Interbank Offer Rate (“LIBOR”) is subject to a 1.00% floor. |
Schedule of maturities of long-term debt | Maturities of the 2018 Term Loan Facility for the next five years are presented below: (Thousands of Dollars) Year-end December 31, 2019 $ 3,500 2020 3,500 2021 3,500 2022 3,500 2023 3,500 $ 17,500 |
Schedule of future minimum lease payments for capital leases | Future annual capital lease commitments, including the interest component but excluding the unamortized deferred charges component, as of December 31, 2018 for the next five years are listed below: Year-end December 31, (Thousands of Dollars) 2019 $ 5,484 2020 2,652 2021 2,430 2022 883 2023 — Subtotal 11,449 Less amount representing interest (933) $ 10,516 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments, offsetting assets | The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below: (Thousands of Dollars) Derivatives Derivatives Gross Amounts Gross (1) Net Amounts (2) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) As of December 31, 2017: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset 324 — 324 — 324 Other current liability (254 ) — (254 ) — (254 ) Other noncurrent liability — — — — — (1) With all of the Company’s financial trading counterparties, agreements are in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) There are no amounts subject to an enforceable master netting arrangement that are not netted in these amounts. There are no amounts of related financial collateral received or pledged. |
Schedule of derivative instruments, offsetting liabilities | The following tables present the fair value of the Company’s derivative instruments on a gross and net basis as of the periods shown below: (Thousands of Dollars) Derivatives Derivatives Gross Amounts Gross (1) Net Amounts (2) As of December 31, 2018: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset — — — — — Other current liability (129 ) — (129 ) — (129 ) Other noncurrent liability (169 ) — (169 ) — (169 ) As of December 31, 2017: Other current asset $ — $ — $ — $ — $ — Other noncurrent asset 324 — 324 — 324 Other current liability (254 ) — (254 ) — (254 ) Other noncurrent liability — — — — — (1) With all of the Company’s financial trading counterparties, agreements are in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements. (2) There are no amounts subject to an enforceable master netting arrangement that are not netted in these amounts. There are no amounts of related financial collateral received or pledged. |
Schedule of cash flow hedges included in accumulated other comprehensive income | The following table presents gains and losses for the Company’s interest rate derivatives designated as cash flow hedges (in thousands of dollars): Year Ended December 31, 2018 2017 2016 Location Amount of gain (loss) recognized in other comprehensive income on derivative $ (880 ) $ 791 $ (1,784 ) OCI Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings 697 (72 ) (603 ) Interest Expense Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring — (100 ) (3,038 ) Interest Expense |
Schedule of gains and losses for interest rate derivatives | The following table presents gains and losses for the Company’s interest rate derivatives not designated in a hedge relationship under ASC 815, “Derivative Financial Instruments,” (in thousands of dollars): Year Ended December 31, Description Location 2018 2017 2016 Gains (loss) on interest contracts Interest expense $ — $ (367 ) $ 240 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | The following tables present the placement in the fair value hierarchy of assets and liabilities that were measured at fair value on a recurring basis at December 31, 2018 and 2017 (in thousands of dollars): Fair value measurements at reporting date using December 31, 2018 Level 1 Level 2 Level 3 Assets: Interest rate derivative $ — $ — $ — $ — Liabilities: Aggregate CVR Payment $ — $ — $ — $ — Interest rate derivatives (298 ) — (298 ) — Fair value measurements at reporting date using December 31, 2017 Level 1 Level 2 Level 3 Assets: Interest rate derivative $ 70 $ — $ 70 $ — Liabilities: Aggregate CVR Payment 6,665 — 6,665 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of equity-based compensation cost | The following table summarizes equity-based compensation costs for the years ended December 31, 2018 , 2017 and 2016 (in thousands of dollars): Year Ended December 31, 2018 2017 2016 Class B Interests $ — $ — $ 1,984 Deferred stock awards 4,280 4,280 — Restricted stock awards 611 399 — Restricted stock units 9,822 4,766 — Non-qualified stock options 2,453 1,133 — Equity-based compensation cost $ 17,166 $ 10,578 $ 1,984 Tax benefit (1) (4,134 ) (2,532 ) — Equity-based compensation cost, net of tax $ 13,032 $ 8,046 $ 1,984 (1) Prior to 2017, the Company was organized as a limited liability company and treated as a flow-through entity for federal and most state income tax purposes. As such, taxable income and any related tax credits were passed through to the Company’s members and included in their tax returns. |
Schedule of deferred stock awards | Upon consummation of the IPO, the executive officers of the Company identified in the table below became eligible for retention payments, the first on January 1, 2018 and the second on January 1, 2019, in the bonus amounts set forth in the table below. On March 16, 2017, the compensation committee (the “Compensation Committee”) of the Board of Directors approved, and each executive officer agreed, that in lieu of the executive officer’s cash retention payments, the executive officer was granted a deferred stock award under the Equity and Incentive Award Plan. Each executive officer’s deferred stock award provides that, subject to the executive officer remaining employed through the applicable vesting date and complying with the restrictive covenants imposed on him under his employment agreement with the Company, the executive officer will be entitled to receive payment of a stock bonus equal to the variable number of shares of the Company’s common stock having a fair market value on the payment date equal to the bonus amount set forth in the table below: Bonus Amounts First Second James C. Stewart $ 1,975,706 $ 1,975,706 Gregory L. Powell $ 1,646,422 $ 1,646,422 M. Paul DeBonis Jr. $ 658,569 $ 658,569 |
Schedule of restricted stock awards | Rollforward of restricted stock awards as of December 31, 2018 is as follows: Number of Restricted Stock Awards Weighted average grant date fair value Total non-vested at December 31, 2017 95,335 $ 20.51 Shares issued 42,936 14.17 Shares vested (44,507 ) 20.93 Shares forfeited — — Non-vested balance at December 31, 2018 93,764 $ 17.40 |
Schedule of restricted stock units | Rollforward of restricted stock units as of December 31, 2018 is as follows: Number of Restricted Stock Units Weighted average grant date fair value Total non-vested at December 31, 2017 1,099,620 $ 14.62 Units issued 1,509,937 14.97 Units vested (412,944 ) 14.55 Actual units forfeited (249,860 ) 15.22 Non-vested balance at December 31, 2018 1,946,753 $ 14.83 |
Schedule of stock options | Rollforward of stock options as of December 31, 2018 is as follows: Number of Stock Options Weighted average grant date fair value Total outstanding at December 31, 2017 589,977 $ 6.16 Options granted 647,768 7.28 Options exercised — — Actual options forfeited (18,728 ) 6.68 Options expired — — Total outstanding at December 31, 2018 1,219,017 $ 6.75 |
Schedule of assumptions used in calculating fair value of stock options | Assumptions used in calculating the fair value of the stock options granted during the year are summarized below: 2018 Options Granted 2017 Options Granted Valuation assumptions: Expected dividend yield 0 % 0 % Expected equity volatility 46.3 % 51.5 % Expected term (years) 6 6 Risk-free interest rate 2.7 % 1.6 % Weighted average: Exercise price per stock option $ 15.31 $ 19.00 Market price per share $ 15.31 $ 14.49 Weighted average fair value per stock option $ 7.28 $ 6.16 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive loss in the equity section of the consolidated and combined balance sheets includes the following: (Thousands of Dollars) Foreign currency Interest rate AOCI December 31, 2017 $ (2,507 ) $ 779 $ (1,728 ) Net income (loss) 2,621 (697 ) 1,924 Other comprehensive loss (114 ) (880 ) (994 ) December 31, 2018 $ — $ (798 ) $ (798 ) |
Schedule of reclassifications out of accumulated other comprehensive income | The following table summarizes reclassifications out of accumulated other comprehensive loss into earnings during years ended December 31, 2018 , 2017 and 2016 (in thousands of dollars): Affected line item in the consolidated and combined statements of operations and comprehensive income (loss) Year Ended December 31, 2018 2017 2016 Interest rate derivatives, hedging $ 697 $ (172 ) $ (3,641 ) Interest expense Foreign currency items (2,621 ) — — Other income Total reclassifications $ (1,924 ) $ (172 ) $ (3,641 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | A reconciliation of the numerators and denominators used for the basic and diluted net loss per share computations is as follows: Year Ended December 31, 2018 2017 2016 Numerator: Net income (loss) $ 59,331 $ (36,141 ) $ (187,087 ) Denominator: Basic weighted-average common shares outstanding (1) 109,335 106,321 87,313 Dilutive effect of restricted stock awards granted to Board of Directors 17 36 — Dilutive effect of deferred stock award granted to NEOs 214 — — Dilutive effect of RSUs granted under stock incentive plans 94 135 — Dilutive effect of options granted under stock incentive plans — — — Diluted weighted-average common shares outstanding (2) 109,660 106,492 87,313 (1) The basic weighted-average common shares outstanding for the years ended December 31, 2017 and 2016 have been computed to give effect to the Organizational Transactions, including the limited liability company agreement of Keane Investor to, among other things, exchange all of the Company’s Existing Owners’ membership interests for the newly-created ownership interests. (2) As a result of the net loss incurred by the Company for the years ended December 31, 2017 and 2016 , the calculation of diluted net loss per share gives no consideration to the potentially anti-dilutive securities shown in the above reconciliation, and as such is the same as basic net loss per share. |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of future minimum rental payments for operating leases | Minimum lease commitments remaining under operating leases, excluding early termination buyouts, for the next five years are $58.0 million , as listed below: Year-end December 31, (Thousands of Dollars) 2019 $ 26,327 2020 18,017 2021 5,688 2022 4,795 2023 3,172 Total $ 57,999 |
Schedule of cease-use liability | The following table presents the roll forward of the cease-use liability: (Thousands of Dollars) Beginning balance at January 1, 2018 $ 1,270 Exit costs 339 Cash buyout of lease (156 ) Lease amortization and other adjustments (727 ) Ending balance at December 31, 2018 $ 726 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes from continuing operations | The following table summarizes the income (loss) from continuing operations before income taxes in the following jurisdictions: (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Domestic $ 66,260 $ (35,904 ) $ (187,308 ) Foreign (1) (2,659 ) (87 ) 221 $ 63,601 $ (35,991 ) $ (187,087 ) (1) For further discussion on the loss from continuing operations before income taxes associated with the Company’s foreign operations, see Note (21) Wind-down of a Foreign Subsidiary . |
Schedule of components of income tax provision | The components of the Company’s income tax provision are as follows: (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 5,387 614 — Foreign 31 — — Total current income tax provision $ 5,418 $ 614 $ — Deferred: Federal (1,031 ) (536 ) — State (117 ) 72 (114 ) Foreign — — — Total deferred income tax provision (1,148 ) (464 ) (114 ) $ 4,270 $ 150 $ (114 ) |
Schedule of effective income tax rate reconciliation | (Thousands of Dollars) December 31, % of Income Before Income Taxes December 31, % of Income Before Income Taxes December 31, % of Income Before Income Taxes Income tax provision computed at the statutory federal rate $ 13,356 21.00 % $ (9,795 ) 35.00 % $ (65,480 ) 35.00 % Reconciling items: State income taxes, net of federal tax benefit 1,408 2.21 % (334 ) 1.19 % (114 ) 0.06 % Deferred tax asset valuation adjustment (22,639 ) (35.59 )% (32,593 ) 116.46 % — — % Tax rate change — — % 41,591 (148.61 )% — — % Permanent differences 5,237 8.23 % 630 (2.25 )% Other 6,908 10.86 % 651 (2.32 )% — — % Flow through income not taxable — — % — — % 65,480 (35.00 )% Income tax provision $ 4,270 6.71 % $ 150 (0.53 )% $ (114 ) 0.06 % |
Schedule of deferred tax assets and liabilities | Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. The Company adopted ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, during 2017, and thus has classified all deferred tax assets and liabilities as noncurrent. (Thousands of Dollars) Year Ended December 31, 2018 2017 2016 Deferred tax assets: Stock-based compensation $ 3,979 $ 2,467 $ — Net operating loss carry-forwards 90,565 70,745 — Accruals and other 4,524 3,994 — Intangibles — — 231 Gross deferred tax assets 99,068 77,206 231 Valuation allowance (41,779 ) (65,347 ) (139 ) Total deferred tax assets $ 57,289 $ 11,859 $ 92 Deferred tax liability: PP&E and intangibles $ (56,799 ) $ (11,319 ) $ — Prepaids and other (756 ) (1,954 ) — Total deferred tax liability (57,555 ) (13,273 ) — Net deferred tax liability $ (266 ) $ (1,414 ) $ 92 |
Schedule of valuation allowance for deferred tax assets | Changes in the valuation allowance for deferred tax assets were as follows: (Thousands of Dollars) Valuation allowance as of the beginning of January 1, 2018 $ 65,347 Charge as debit to equity (929 ) Charge as (benefit) expense to income tax provision for current year activity (22,639 ) Charge as (benefit) expense to income tax provision for change in deferred tax rate — Changes to other comprehensive income (loss) — Valuation allowance as of December 31, 2018 $ 41,779 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Minimum Commitments | Aggregate minimum commitments under long-term raw material supply agreements for the next five years as of December 31, 2018 are listed below: (Thousands of Dollars) Year-end December 31, 2019 $ 34,495 2020 32,803 2021 15,863 2022 9,300 2023 1,600 $ 94,061 |
Wind-down of a Foreign Subsid_2
Wind-down of a Foreign Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and related costs | The activity in the exit liabilities related to lease and contract obligations recognized in connection with the wind-down of the Canadian operations, which were presented as accrued liabilities on the consolidated and combined balance sheets, were as follows for the year ended December 31, 2018 and 2017 : (Thousands of Dollars) 2018 2017 Beginning balance at January 1, $ 49 $ 233 Charges incurred (4 ) — Cash payments net of cash receipts 4 (214 ) Currency lease accretion and other adjustments (49 ) 30 Total lease obligations, ending balance $ — $ 49 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following tables present financial information with respect to the Company’s segments. Corporate and Other represents costs not directly associated with an operating segment, such as interest expense, income taxes and corporate overhead. Corporate assets include cash, deferred financing costs, derivatives and entity-level machinery equipment. Year Ended December 31, 2018 2017 2016 Operations by business segment Revenue: Completion Services $ 2,100,956 $ 1,527,287 $ 410,854 Other Services 36,050 14,794 9,716 Total revenue $ 2,137,006 $ 1,542,081 $ 420,570 Gross profit (loss): Completion Services $ 478,850 $ 258,024 $ 8,963 Other Services (2,390 ) 1,496 (4,735 ) Total gross profit $ 476,460 $ 259,520 $ 4,228 Operating income (loss): Completion Services $ 234,756 $ 115,691 $ (80,563 ) Other Services (6,818 ) (197 ) (10,156 ) Corporate and Other (129,928 ) (106,225 ) (58,985 ) Total operating income (loss) $ 98,010 $ 9,269 $ (149,704 ) Depreciation and amortization: Completion Services $ 241,169 $ 141,385 $ 89,432 Other Services 4,428 5,757 5,087 Corporate and Other 13,548 12,138 6,460 Total depreciation and amortization $ 259,145 $ 159,280 $ 100,979 (Gain) loss on disposal of assets Completion Services $ 2,925 $ 948 $ (538 ) Other Services — (4,064 ) (44 ) Corporate and Other 2,122 561 195 Total (gain) on disposal of assets $ 5,047 $ (2,555 ) $ (387 ) Impairment: Completion Services $ — $ — $ — Other Services — — 185 Corporate and Other — — — Total impairment $ — $ — $ 185 Exit Costs: Completion Services $ 506 $ — $ — Other Services — — — Corporate and Other $ (167 ) $ 1,221 $ 5,696 Total exit costs $ 339 $ 1,221 $ 5,696 Income tax provision (1) : Completion Services $ — $ — $ — Corporate and Other (4,270 ) (150 ) — Total income tax: $ (4,270 ) $ (150 ) $ — Net income (loss): Completion Services $ 234,756 $ 115,691 $ (80,563 ) Other Services (6,818 ) (197 ) (10,156 ) Corporate and Other (168,607 ) (151,635 ) (96,368 ) Total net income (loss) $ 59,331 $ (36,141 ) $ (187,087 ) Capital expenditures (2) : Completion Services $ 281,081 $ 185,329 $ 21,736 Other Services 9,510 1,718 487 Corporate and Other 952 2,582 1,322 Total capital expenditures $ 291,543 $ 189,629 $ 23,545 (1) Income tax provision as presented in the consolidated and combined statement of operations and comprehensive income (loss) does not include the provision for Texas margin tax for 2016. (2) Capital expenditures do not include leasehold improvements and net assets from the asset acquisition of RSI on July 24, 2018 of $35.0 million , the business acquisition of RockPile on July 3, 2017 of $116.6 million or the business acquisition of the Acquired Trican Operations on March 16, 2016 of $205.5 million . (Thousands of Dollars) December 31, December 31, Total assets by segment: Completion Services $ 894,467 $ 863,419 Other Services 20,974 21,877 Corporate and Other 139,138 157,820 Total assets $ 1,054,579 $ 1,043,116 Total assets by geography: United States $ 1,054,550 $ 1,041,596 Canada 29 1,520 Total assets $ 1,054,579 $ 1,043,116 Goodwill by segment: Completion Services $ 132,524 $ 134,967 Total goodwill $ 132,524 $ 134,967 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly information | The following table sets forth certain unaudited financial and operating information for each quarter of the years ended December 31, 2018 and 2017 . The unaudited quarterly information includes all adjustments that, in the opinion of management, are necessary for the fair presentation of the information presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year. Year Ended December 31, 2018 (Unaudited) Selected Financial Data: First Second Quarter Third Quarter Fourth Quarter Revenue $ 513,016 $ 578,533 $ 558,908 $ 486,549 Costs of services (excluding depreciation and amortization, shown separately) 403,408 447,685 436,799 372,654 Depreciation and amortization 60,051 59,404 68,287 71,403 Selling, general and administrative expenses 33,884 24,125 27,783 28,466 (Gain) loss on disposal of assets 769 3,287 1,113 (122 ) Total operating costs and expenses 498,112 534,501 533,982 472,401 Operating income 14,904 44,032 24,926 14,148 Other income (expense), net (12,989 ) 16 14,454 (2,386 ) Interest expense (6,990 ) (14,317 ) (5,978 ) (6,219 ) Total other income (expenses) (19,979 ) (14,301 ) 8,476 (8,605 ) Income tax income (expense) (3,168 ) 936 (2,623 ) 585 Net income (loss) $ (8,243 ) $ 30,667 $ 30,779 $ 6,128 Year Ended December 31, 2017 (Unaudited) Selected Financial Data: First Quarter Second Quarter Third Quarter Fourth Quarter Revenue $ 240,153 $ 323,136 $ 477,302 $ 501,490 Costs of services (excluding depreciation and amortization, shown separately) 223,992 278,384 391,089 389,096 Depreciation and amortization 30,373 32,739 46,204 49,964 Selling, general and administrative expenses 17,986 22,337 28,592 24,611 (Gain) loss on disposal of assets (434 ) (5 ) 302 (2,418 ) Total operating costs and expenses 271,917 333,455 466,187 461,253 Operating income (loss) (31,764 ) (10,319 ) 11,115 40,237 Other expense (income), net 4 3,701 942 9,316 Interest expense (40,361 ) (4,349 ) (7,195 ) (7,318 ) Total other income (expenses) (40,357 ) (648 ) (6,253 ) 1,998 Interest expense (134 ) (931 ) (797 ) 1,712 Net income (loss) $ (72,255 ) $ (11,898 ) $ 4,065 $ 43,947 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details) $ / shares in Units, $ in Thousands | Jan. 17, 2018shares | Jan. 25, 2017USD ($)vote$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 03, 2017shares |
Class of Stock [Line Items] | ||||||
Underwriters fees and capitalized cash payments | $ 4,800 | |||||
Net proceeds from issuance initial public offering | $ 255,500 | |||||
Prepayment penalty | $ 0 | $ 15,817 | $ 0 | |||
Common stock outstanding (in shares) | shares | 103,128,019 | 111,831,176 | ||||
Number of votes per share of stock (in votes) | vote | 1 | |||||
Keane, investor and independent directors | ||||||
Class of Stock [Line Items] | ||||||
Common stock outstanding (in shares) | shares | 72,354,019 | |||||
Term loan | 2016 term loan facility | ||||||
Class of Stock [Line Items] | ||||||
Prepayment penalty | $ 13,800 | |||||
Early repayment of senior debt | 99,000 | |||||
Term loan | Senior secured notes due 2010 | ||||||
Class of Stock [Line Items] | ||||||
Prepayment penalty | 500 | |||||
Early repayment of senior debt | $ 50,000 | |||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 30,774,000 | |||||
Offering price (in dollars per share) | $ / shares | $ 19 | |||||
IPO, shares sold by reporting entity | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 15,700,000 | |||||
IPO, shares sold by selling stockholders | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 15,074,000 | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 1,998,262 | 4,014,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restriction, proceed reinvestment period | 12 months | ||
Proceeds from qualifying asset sales | $ 0 | ||
Insurance recoveries | $ 500,000 | ||
Restricted cash | $ 0 | $ 0 | |
Revolving Credit Facility | 2016 ABL Facility | Line of Credit | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | $ 25,000,000 | ||
Single Transaction | New Term Loan Facility | Medium-term Notes | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | 25,000,000 | ||
Series Of Related Transactions | New Term Loan Facility | Medium-term Notes | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restriction, proceeds from qualifying asset sales and insurance recoveries, threshold (more than) | $ 50,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Trade Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ 0.5 | $ 0.5 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 210.1 | $ 235.8 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 486,549 | $ 558,908 | $ 578,533 | $ 513,016 | $ 501,490 | $ 477,302 | $ 323,136 | $ 240,153 | $ 2,137,006 | $ 1,542,081 | $ 420,570 |
East | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 790,026 | 566,891 | 181,629 | ||||||||
North | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 268,012 | 235,391 | 59,706 | ||||||||
South | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,078,968 | 739,799 | 179,235 | ||||||||
Completion Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,100,956 | 1,527,287 | 410,854 | ||||||||
Other Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 36,050 | $ 14,794 | $ 9,716 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Percent decrease in useful life | 50.00% | ||||||||||
Depreciation and amortization | $ 71,403 | $ 68,287 | $ 59,404 | $ 60,051 | $ 49,964 | $ 46,204 | $ 32,739 | $ 30,373 | $ 259,145 | $ 159,280 | $ 100,979 |
Net income (loss) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ 43,947 | $ 4,065 | $ (11,898) | $ (72,255) | 59,331 | $ (36,141) | $ (187,087) |
Change in accounting method accounted for as a change in accounting estimate | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Depreciation and amortization | 15,000 | ||||||||||
Net income (loss) | $ 15,000 | ||||||||||
Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 13 months | ||||||||||
Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 40 years | ||||||||||
Building and leasehold improvements | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 13 months | ||||||||||
Building and leasehold improvements | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 40 years | ||||||||||
Machinery and equipment | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 13 months | ||||||||||
Machinery and equipment | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 10 years | ||||||||||
Office furniture, fixtures and equipment | Minimum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 3 years | ||||||||||
Office furniture, fixtures and equipment | Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Property, plant and equipment, useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Indefinite-Lived Intangible Assets (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)reporting_unit | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |||
Number of reporting units (in reporting units) | reporting_unit | 1 | ||
Accumulated goodwill impairment loss | $ 0 | ||
Impairment of intangible assets, indefinite-lived | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets | 0 | ||
Impairment of finite-lived intangible assets | $ 0 | $ 0 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | $ 200,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Equity-method Investments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Equity method investments | $ 1.7 | $ 0.6 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Research and development costs | $ 7.1 | $ 3.7 | $ 2.2 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 0.3 | $ 0.5 | $ 0.4 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Pro-forma Earnings per Share (Details) | Jan. 25, 2017shares |
IPO, shares sold by reporting entity | |
Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 15,700,000 |
Acquisitions - Trican, Addition
Acquisitions - Trican, Additional Information (Details) - USD ($) $ in Thousands | Mar. 16, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 35,003 | $ 116,576 | $ 203,900 | ||||
Trican Well Service, L.P. | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 248,069 | $ 248,069 | |||||
Payments to acquire business | 199,400 | 199,400 | |||||
Net working capital purchase price adjustment | 6,000 | 6,000 | |||||
Equity consideration | $ 42,669 | $ 42,669 | |||||
Working capital purchase adjustment | $ 1,500 | ||||||
Revenue | $ 191,000 | ||||||
Gross profit | $ 10,400 |
Acquisitions - Purchase Conside
Acquisitions - Purchase Consideration (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Mar. 16, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Total Purchase Consideration: | |||||||
Cash consideration | $ 35,003 | $ 116,576 | $ 203,900 | ||||
Contingent consideration | (13,254) | 0 | 0 | ||||
Liabilities | |||||||
Goodwill | $ 134,967 | 132,524 | 134,967 | $ 50,478 | |||
Trican Well Service, L.P. | |||||||
Total Purchase Consideration: | |||||||
Cash consideration | $ 199,400 | $ 199,400 | |||||
Net working capital purchase price adjustment | 6,000 | 6,000 | |||||
Class A and C Units issued | 42,669 | 42,669 | |||||
Total consideration | 248,069 | 248,069 | |||||
Assets | |||||||
Accounts receivable | 37,377 | 37,377 | |||||
Inventories | 20,006 | 19,804 | |||||
Prepaid expenses | 7,170 | 7,170 | |||||
Property and equipment | 205,546 | 205,133 | |||||
Intangible assets | 3,880 | 3,880 | |||||
Total identifiable assets acquired | 273,979 | 273,364 | |||||
Liabilities | |||||||
Accounts payable | (12,630) | (12,161) | |||||
Accrued expenses | (9,524) | (9,524) | |||||
Current maturities of capital lease obligations | (1,594) | (1,594) | |||||
Capital lease obligations, less current maturities | (2,386) | (2,386) | |||||
Other non-current liabilities | (1,372) | (1,372) | |||||
Total liabilities assumed | (27,506) | (27,037) | |||||
Goodwill | 1,596 | 1,742 | |||||
Total purchase price consideration | $ 248,069 | 248,069 | |||||
Adjustments | |||||||
Inventories | (202) | ||||||
Property and equipment | (413) | ||||||
Total identifiable assets acquired | (615) | ||||||
Accounts payable | 469 | ||||||
Total liabilities assumed | 469 | ||||||
Goodwill | 146 | ||||||
Total purchase price consideration | $ 0 | ||||||
Rockpile Energy Services, LLC | |||||||
Total Purchase Consideration: | |||||||
Cash consideration | $ 123,293 | 116,576 | |||||
Class A and C Units issued | 130,290 | 130,290 | |||||
Contingent consideration | 11,962 | 11,962 | (13,200) | ||||
Less: Cash acquired | (20,379) | 0 | |||||
Total consideration | 245,166 | 258,828 | |||||
Assets | |||||||
Accounts receivable | 57,117 | 58,601 | |||||
Inventories | 2,853 | 2,991 | |||||
Prepaid expenses | 13,630 | 12,913 | |||||
Property and equipment | 157,654 | 166,307 | |||||
Intangible assets | 20,967 | 19,700 | |||||
Notes receivable | 250 | 0 | |||||
Other noncurrent assets | 363 | 306 | |||||
Total identifiable assets acquired | 252,834 | 260,818 | |||||
Liabilities | |||||||
Accounts payable | (38,999) | (22,819) | |||||
Accrued expenses | (22,161) | (35,476) | |||||
Deferred revenue | (23,053) | (22,355) | |||||
Other non-current liabilities | (827) | (3,239) | |||||
Total liabilities assumed | (85,040) | (83,889) | |||||
Goodwill | 77,372 | 81,899 | |||||
Total purchase price consideration | $ 245,166 | 258,828 | |||||
Adjustments | |||||||
Cash consideration | (6,717) | ||||||
Less: Cash acquired | 20,379 | ||||||
Trade and other accounts receivable | 1,484 | ||||||
Inventories | 138 | ||||||
Prepaid and other current assets | (717) | ||||||
Property and equipment | 8,653 | ||||||
Intangible assets | (1,267) | ||||||
Notes receivable | (250) | ||||||
Other noncurrent assets | (57) | ||||||
Total identifiable assets acquired | 7,984 | ||||||
Accounts payable | 16,180 | ||||||
Accrued expenses | (13,315) | ||||||
Deferred revenue | 698 | ||||||
Other non-current liabilities | (2,412) | ||||||
Total liabilities assumed | 1,151 | ||||||
Goodwill | 4,527 | ||||||
Total purchase price consideration | $ 13,662 | $ 2,400 | $ 11,300 |
Acquisitions - Trican, Schedule
Acquisitions - Trican, Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Trican | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 2 years 1 month 6 days | ||
Fair value (Thousands of Dollars) | $ 3,880 | ||
Customer contracts | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 8 years 3 months 6 days | 9 years 1 month 6 days | |
Customer contracts | Trican | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 1 year 9 months 18 days | ||
Fair value (Thousands of Dollars) | $ 3,500 | ||
Non-compete agreements | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 7 years 3 months 6 days | 8 years 1 month 6 days | |
Non-compete agreements | Trican | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 2 years | ||
Fair value (Thousands of Dollars) | $ 50 | ||
Fracking Fluids | Trican | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Estimated useful life (in Years) | 4 years 9 months 18 days | ||
Fair value (Thousands of Dollars) | $ 330 |
Acquisitions - Trican, Pro Form
Acquisitions - Trican, Pro Forma Information (Details) - Trican Well Service, L.P. $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Revenues | $ 464,036 |
Net Income | $ (217,313) |
Acquisitions - RockPile, Additi
Acquisitions - RockPile, Additional Information (Details) - USD ($) | Jul. 03, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 29, 2018 | Apr. 03, 2018 |
Subsequent Event [Line Items] | |||||||||||||||
Cash consideration | $ 35,003,000 | $ 116,576,000 | $ 203,900,000 | ||||||||||||
Share price (in dollars per share) | $ 16.29 | $ 15 | |||||||||||||
Share price, percent discount | 7.90% | ||||||||||||||
Loss on contingent consideration liability | 13,254,000 | 0 | 0 | ||||||||||||
Net income (loss) | $ 6,128,000 | $ 30,779,000 | $ 30,667,000 | $ (8,243,000) | $ 43,947,000 | $ 4,065,000 | $ (11,898,000) | $ (72,255,000) | 59,331,000 | (36,141,000) | $ (187,087,000) | ||||
Rockpile Energy Services, LLC | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Percentage of equity interest acquired | 100.00% | ||||||||||||||
Cash consideration | $ 123,293,000 | $ 116,576,000 | |||||||||||||
Equity interest issued (in shares) | 8,684,210 | ||||||||||||||
Maximum deviation per acquisition share | $ 2.30 | ||||||||||||||
Contingent price per share | $ 19 | ||||||||||||||
Number of random trading days selected by the company | 20 days | ||||||||||||||
Trading day period | 30 days | ||||||||||||||
Contingent consideration, maximum | $ 165,000,000 | ||||||||||||||
Contingent consideration liability | $ 19,900,000 | ||||||||||||||
Loss on contingent consideration liability | $ (11,962,000) | (11,962,000) | 13,200,000 | ||||||||||||
Total purchase price consideration | $ 13,662,000 | $ 2,400,000 | 11,300,000 | ||||||||||||
Rockpile Energy Services, LLC | Acquisition-related Costs | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net income (loss) | (800,000) | ||||||||||||||
Rockpile Energy Services, LLC | Compensation Costs | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net income (loss) | (1,800,000) | ||||||||||||||
Rockpile Energy Services, LLC | Transaction Costs | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Net income (loss) | $ (2,200,000) |
Acquisitions - RockPile, Schedu
Acquisitions - RockPile, Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Customer contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining amortization period (Years) | 8 years 3 months 6 days | 9 years 1 month 6 days | |
Rockpile Energy Services, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amounts | $ 19,700 | ||
Rockpile Energy Services, LLC | Customer contracts | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining amortization period (Years) | 10 years 9 months 18 days | ||
Gross Carrying Amounts | $ 19,700 |
Acquisitions - RockPile, Sche_2
Acquisitions - RockPile, Schedule of Separately Recognized Transactions (Details) - Rockpile Energy Services, LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Separately recognized transactions | $ 8,673 |
Deal costs | Cost of services | |
Business Acquisition [Line Items] | |
Separately recognized transactions | 513 |
Deal costs | Selling, general and administrative expenses | |
Business Acquisition [Line Items] | |
Separately recognized transactions | 6,166 |
Integration | Cost of services | |
Business Acquisition [Line Items] | |
Separately recognized transactions | 214 |
Integration | Selling, general and administrative expenses | |
Business Acquisition [Line Items] | |
Separately recognized transactions | 1,124 |
Harmonization | Selling, general and administrative expenses | |
Business Acquisition [Line Items] | |
Separately recognized transactions | $ 656 |
Acquisitions - RockPile, Pro Fo
Acquisitions - RockPile, Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted-average shares outstanding (basic and diluted) | ||
Diluted (in shares) | 111,939 | 96,112 |
Rockpile Energy Services, LLC | ||
Business Acquisition [Line Items] | ||
Revenues | $ 1,732,279 | $ 543,966 |
Net income (loss) | $ (49,348) | $ (203,383) |
Net loss per share (basic) | $ (0.44) | $ (2.12) |
Net loss per share (diluted) | $ (0.44) | $ (2.12) |
Weighted-average shares outstanding (basic and diluted) | ||
Basic (in shares) | 111,939 | 96,112 |
Revenue | $ 192,200 | |
Gross profit | $ 29,800 |
Acquisitions - Refinery Special
Acquisitions - Refinery Specialties, Additional Information (Details) hp in Thousands, $ in Thousands | Jul. 24, 2018USD ($)hp | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Payments to acquire business | $ 35,003 | $ 116,576 | $ 203,900 | |||
Refinery specialties, incorporated - horsepower and related support equipment | ||||||
Business Acquisition [Line Items] | ||||||
Hydrolic horsepower (in hp) | hp | 90 | |||||
Consideration transferred | $ 35,400 | $ 34,600 | ||||
Total purchase price consideration | 800 | |||||
Acquisition related costs | 400 | |||||
Payments to acquire business | $ 35,000 | $ 35,000 | ||||
Deposit reimbursement for future equipment deliveries | Refinery specialties, incorporated - horsepower and related support equipment | ||||||
Business Acquisition [Line Items] | ||||||
Deposit on equipment assumed by Company | $ 800 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $ 80,762 | $ 82,573 |
Accumulated Amortization | (28,858) | (25,293) |
Net Carrying Amount | 51,904 | 57,280 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 10,200 | 10,200 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $ 10,200 | $ 10,200 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (Years) | 8 years 3 months 6 days | 9 years 1 month 6 days |
Gross Carrying Amounts | $ 67,600 | $ 68,600 |
Accumulated Amortization | (27,755) | (23,049) |
Net Carrying Amount | $ 39,845 | $ 45,551 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (Years) | 7 years 3 months 6 days | 8 years 1 month 6 days |
Gross Carrying Amounts | $ 700 | $ 750 |
Accumulated Amortization | (362) | (360) |
Net Carrying Amount | $ 338 | $ 390 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining amortization period (Years) | 1 year 9 months 6 days | 2 years 1 month 6 days |
Gross Carrying Amounts | $ 2,262 | $ 3,023 |
Accumulated Amortization | (741) | (1,884) |
Net Carrying Amount | $ 1,521 | $ 1,139 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 6.3 | $ 7.1 | $ 5.7 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2,019 | $ 5,402 |
2,020 | 5,278 |
2,021 | 4,996 |
2,022 | 4,973 |
2,023 | $ 4,973 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill as of beginning of the period | $ 134,967,000 | $ 50,478,000 | |
Acquisitions | (2,443,000) | 84,489,000 | |
Goodwill as of end of the period | 132,524,000 | 134,967,000 | $ 50,478,000 |
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventories, net | $ 35,669 | $ 33,437 |
Sand, including freight | ||
Inventory [Line Items] | ||
Inventories, net | 14,697 | 11,551 |
Chemicals and consumables | ||
Inventory [Line Items] | ||
Inventories, net | 6,250 | 7,940 |
Materials and supplies | ||
Inventory [Line Items] | ||
Inventories, net | $ 14,722 | $ 13,946 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Inventory valuation reserves | $ 1,000 | $ 300 | |
Obsolescence expense | $ (700) | $ (300) | $ (20) |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,085,808 | $ 815,362 |
Less accumulated depreciation | (562,813) | (372,617) |
Construction in progress | 8,324 | 25,255 |
Total property and equipment, net | 531,319 | 468,000 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,771 | 5,186 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32,134 | 30,322 |
Office furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,691 | 6,338 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,041,212 | $ 773,516 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Details) $ in Thousands | Jul. 01, 2018USD ($)fleet | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Property, Plant and Equipment [Line Items] | ||||
Proceeds from insurance recoveries | $ 18,247 | $ 515 | $ 22 | |
Gain on insurance proceeds recognized | 14,892 | 0 | $ 0 | |
Hydraulic Frac Fleet | ||||
Property, Plant and Equipment [Line Items] | ||||
Number of fleets damaged (in fleets) | fleet | 1 | |||
Proceeds from insurance recoveries | $ 18,100 | |||
Tangible asset impairment charges | 3,200 | |||
Gain on insurance proceeds recognized | $ 14,900 | |||
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Capital lease assets, gross | 11,200 | 5,100 | ||
Accumulated depreciation of capital leased assets | 7,900 | 1,600 | ||
Fracturing equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Capital lease assets, gross | 10,000 | 10,000 | ||
Accumulated depreciation of capital leased assets | $ 9,300 | $ 8,300 |
Property and Equipment, net - G
Property and Equipment, net - Gain (Loss) on Disposal of Assets (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)rig | Dec. 31, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | $ 4,652,000 | $ 30,565,000 | $ 711,000 | ||||||||
Gain (loss) on disposal of assets | $ 122,000 | $ (1,113,000) | $ (3,287,000) | $ (769,000) | $ 2,418,000 | $ (302,000) | $ 5,000 | $ 434,000 | (5,047,000) | 2,555,000 | 387,000 |
Manufacturing Facility | Acquired Trican Operations | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 1,100,000 | 500,000 | |||||||||
Gain (loss) on disposal of assets | (2,700,000) | (600,000) | |||||||||
Manufacturing Facility | Acquired Trican Operations | Completion Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 2,400,000 | ||||||||||
Gain (loss) on disposal of assets | 500,000 | ||||||||||
Hydraulic Fracturing Pump | Completion Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Gain (loss) on disposal of assets | (3,500,000) | ||||||||||
Air Compressor Units | Other Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 900,000 | ||||||||||
Gain (loss) on disposal of assets | 900,000 | ||||||||||
Workover Rig Assets | Rockpile Energy Services, LLC | Other Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 16,700,000 | ||||||||||
Gain (loss) on disposal of assets | $ 0 | ||||||||||
Number of workover rigs acquired (in rigs) | rig | 12 | ||||||||||
Hydraulic fracturing equipment | Completion Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 3,200,000 | ||||||||||
Gain (loss) on disposal of assets | $ 1,200,000 | $ (600,000) | |||||||||
Coiled Tubing Assets | Other Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 10,000,000 | ||||||||||
Gain (loss) on disposal of assets | $ 3,500,000 | ||||||||||
Various Assets | Other Services | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Proceeds received, net of closing adjustments | 700,000 | ||||||||||
Gain (loss) on disposal of assets | $ 400,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital leases | $ 10,516 | $ 7,918 |
Less: Unamortized debt discount and debt issuance costs | (7,527) | (8,173) |
Long-term debt | 351,239 | 282,947 |
Less: Current portion | (7,704) | (4,436) |
Long-term debt, net of unamortized debt discount and debt issuance costs, including capital leases | 343,535 | 278,511 |
Revolving Credit Facility | Line of Credit | 2017 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 283,202 |
Revolving Credit Facility | Line of Credit | 2018 Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 348,250 | $ 0 |
Long-Term Debt - ABL Facility (
Long-Term Debt - ABL Facility (Details) - Line of Credit - Revolving Credit Facility $ in Thousands | Dec. 31, 2018USD ($) |
2017 ABL Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 300,000 |
Long-term line of credit, outstanding amount | 0 |
Letters of credit outstanding | 2,500 |
Remaining borrowing capacity | 183,985 |
2018 Term Loan Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 350,000 |
Long-term line of credit, outstanding amount | 348,250 |
Letters of credit outstanding | $ 0 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-term Debt (Details) - Term Loan - New Term Loan Facility $ in Thousands | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
2,019 | $ 3,500 |
2,020 | 3,500 |
2,021 | 3,500 |
2,022 | 3,500 |
2,023 | 3,500 |
Long-term debt | $ 17,500 |
Long-Term Debt - Deferred Finan
Long-Term Debt - Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 25, 2018 | Feb. 17, 2017 | |
Debt Instrument [Line Items] | |||||
Amortization of deferred financing fees | $ 3,147 | $ 5,241 | $ 4,152 | ||
Prepayment penalty | 0 | 15,817 | $ 0 | ||
Write off of deferred debt issuance cost | 7,600 | 15,300 | |||
Capital Leases | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | 0 | 0 | |||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | 4,000 | 5,000 | |||
Revolving Credit Facility | Line of Credit | 2018 Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | $ 7,500 | ||||
Debt issuance costs | $ (9,000) | ||||
Revolving Credit Facility | Line of Credit | 2017 ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | $ 7,600 | ||||
Debt issuance costs | $ (4,700) | ||||
Revolving Credit Facility | Line of Credit | 2016 ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs | $ 1,000 |
Long-Term Debt - Capital Leases
Long-Term Debt - Capital Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leased Assets [Line Items] | |||
Capital leases | $ 10,516,000 | $ 7,918,000 | |
Fracturing equipment | |||
Operating Leased Assets [Line Items] | |||
Term of capital lease obligations | 60 months | ||
Interest rate expense | 4.73% | ||
Capital leases | $ 2,600,000 | 4,500,000 | |
Capital lease interest expense | 200,000 | 300,000 | $ 300,000 |
Machinery and equipment | |||
Operating Leased Assets [Line Items] | |||
Capital leases | 0 | 20,000 | |
Machinery and equipment | Maximum | |||
Operating Leased Assets [Line Items] | |||
Capital lease interest expense | $ 10,000 | 10,000 | 10,000 |
Vehicles | ARI Financial Services | |||
Operating Leased Assets [Line Items] | |||
Term of capital lease obligations | 48 months | ||
Capital leases | $ 7,700,000 | 3,000,000 | |
Capital lease interest expense | $ 300,000 | 40,000 | 10,000 |
Vehicles | Enterprise Fleet Trust | |||
Operating Leased Assets [Line Items] | |||
Term of capital lease obligations | 48 months | ||
Interest rate expense | 8.50% | ||
Capital leases | $ 200,000 | 300,000 | |
Capital lease interest expense | $ 20,000 | $ 10,000 | $ 0 |
Vehicles | Minimum | ARI Financial Services | |||
Operating Leased Assets [Line Items] | |||
Interest rate expense | 3.48% | ||
Vehicles | Minimum | Trican Well Service, L.P. | ARI Financial Services | |||
Operating Leased Assets [Line Items] | |||
Term of capital lease obligations | 36 months | ||
Interest rate expense | 2.25% | ||
Vehicles | Maximum | ARI Financial Services | |||
Operating Leased Assets [Line Items] | |||
Interest rate expense | 4.975% | ||
Vehicles | Maximum | Trican Well Service, L.P. | ARI Financial Services | |||
Operating Leased Assets [Line Items] | |||
Term of capital lease obligations | 60 months | ||
Interest rate expense | 3.75% |
Long-Term Debt - Schedule of Ca
Long-Term Debt - Schedule of Capital Lease Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 5,484 |
2,020 | 2,652 |
2,021 | 2,430 |
2,022 | 883 |
2,023 | 0 |
Subtotal | 11,449 |
Less amount representing interest | (933) |
Capital leases | $ 10,516 |
Significant Risks and Uncerta_2
Significant Risks and Uncertainties (Details) - segment | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Number of reportable segments (in segments) | 2 | ||
Customer concentration risk | Revenue | 3 Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 39.00% | 48.00% | |
Completion Services | Customer concentration risk | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 98.00% | 99.00% | 98.00% |
Completion Services | Customer concentration risk | Gross profit | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 101.00% | 99.00% | 212.00% |
Completion Services | Supplier concentration risk | Supplier one | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 5.00% | ||
Completion Services | Supplier concentration risk | Supplier two | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) | Jun. 22, 2018 | May 25, 2018 | Dec. 31, 2018 |
Derivative [Line Items] | |||
Notional amount | $ 175,000,000 | ||
Amount of gain (loss) recognized in income on derivative (ineffective portion) | $ 0 | ||
Net gains expected to be reclassified from AOCI into earnings in the next 12 months | 700,000 | ||
LIBOR | |||
Derivative [Line Items] | |||
Percentage of debt hedged by interest rate derivatives | 50.00% | ||
Interest rate swap | Derivatives not designated as hedging instruments | |||
Derivative [Line Items] | |||
Proceeds from derivative instrument | 3,200,000 | ||
Payments for derivative instrument | $ 3,200,000 | ||
Derivative, fixed interest rate | 2.625% | ||
Deferred gains in other comprehensive income | $ 3,500,000 | ||
Interest rate swap | Derivatives not designated as hedging instruments | LIBOR | |||
Derivative [Line Items] | |||
Derivative, floor interest rate | 1.00% | ||
2018 Term Loan Facility | Medium-term Notes | LIBOR | |||
Derivative [Line Items] | |||
Debt instrument, floor interest rate | 1.00% | ||
Revolving Credit Facility | 2018 Term Loan Facility | Line of Credit | |||
Derivative [Line Items] | |||
Maximum borrowing capacity | $ 350,000,000 |
Derivatives - Schedule of Offse
Derivatives - Schedule of Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other current asset | ||
Assets: | ||
Gross amounts of recognized assets | $ 0 | $ 0 |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | 0 | 0 |
Other noncurrent asset | ||
Assets: | ||
Gross amounts of recognized assets | 0 | 324 |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | 0 | 324 |
Other current liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (129) | (254) |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (129) | (254) |
Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (169) | 0 |
Gross amounts offset in the balance sheet | 0 | 0 |
Net amounts presented in the balance sheet | (169) | 0 |
Derivatives designated as hedging instruments | Other current asset | ||
Assets: | ||
Gross amounts of recognized assets | 0 | 0 |
Derivatives designated as hedging instruments | Other noncurrent asset | ||
Assets: | ||
Gross amounts of recognized assets | 0 | 324 |
Derivatives designated as hedging instruments | Other current liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (129) | (254) |
Derivatives designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | (169) | 0 |
Derivatives not designated as hedging instruments | Other current asset | ||
Assets: | ||
Gross amounts of recognized assets | 0 | 0 |
Derivatives not designated as hedging instruments | Other noncurrent asset | ||
Assets: | ||
Gross amounts of recognized assets | 0 | 0 |
Derivatives not designated as hedging instruments | Other current liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | 0 | 0 |
Derivatives not designated as hedging instruments | Other noncurrent liability | ||
Liabilities: | ||
Gross amounts of recognized liabilities | $ 0 | $ 0 |
Derivatives - Schedule of Cash
Derivatives - Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) (Details) - Derivatives designated as hedging instruments - Interest rate derivative - Cash flow hedging - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) recognized in other comprehensive income on derivative | $ (880) | $ 791 | $ (1,784) |
Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) (“AOCI”) into earnings | 697 | (72) | (603) |
Amount of loss reclassified from AOCI into earnings as a result of originally forecasted transaction becoming probable of not occurring | $ 0 | $ (100) | $ (3,038) |
Derivatives - Schedule of Other
Derivatives - Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (loss) on interest contracts | $ 697 | $ (172) | $ (3,641) |
Derivatives not designated as hedging instruments | Interest rate derivative | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gains (loss) on interest contracts | $ 0 | $ (367) | $ 240 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Information - Schedule of Fair Value Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Apr. 03, 2018 | Dec. 31, 2017 |
Liabilities: | |||
Aggregate CVR Payment | $ 0 | $ 19,900 | $ 6,665 |
Level 1 | |||
Liabilities: | |||
Aggregate CVR Payment | 0 | 0 | |
Level 2 | |||
Liabilities: | |||
Aggregate CVR Payment | 0 | 6,665 | |
Level 3 | |||
Liabilities: | |||
Aggregate CVR Payment | 0 | 0 | |
Interest rate derivative | |||
Assets: | |||
Derivative asset | 0 | 70 | |
Liabilities: | |||
Derivative liability | (298) | ||
Interest rate derivative | Level 1 | |||
Assets: | |||
Derivative asset | 0 | 0 | |
Liabilities: | |||
Derivative liability | 0 | ||
Interest rate derivative | Level 2 | |||
Assets: | |||
Derivative asset | 0 | 70 | |
Liabilities: | |||
Derivative liability | (298) | ||
Interest rate derivative | Level 3 | |||
Assets: | |||
Derivative asset | 0 | $ 0 | |
Liabilities: | |||
Derivative liability | $ 0 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Information - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($)derivative_instrument | Dec. 31, 2017USD ($)derivative_instrument | Dec. 31, 2016USD ($) | Apr. 03, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of finite-lived intangible assets | $ 0 | $ 0 | ||
Cash and cash equivalents | $ 80,206,000 | 96,120,000 | ||
Receivables, payment terms (in days) | 30 days | |||
Allowance for doubtful accounts | $ 500,000 | 500,000 | ||
Bad debt write off | $ 600,000 | $ 0 | ||
3 Customers | Accounts receivable | Credit concentration risk | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Concentration risk, percentage | 49.00% | |||
Customer one | Accounts receivable | Credit concentration risk | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Concentration risk, percentage | 17.00% | |||
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of instruments held (in derivative instruments) | derivative_instrument | 1 | 2 | ||
Aggregate CVR Payment | $ 0 | $ 6,665,000 | $ 19,900,000 | |
Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivables, payment terms (in days) | 30 days | |||
Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Receivables, payment terms (in days) | 60 days | |||
Non-compete agreements | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of finite-lived intangible assets | $ 200,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018typeexecutive_officershares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of types of equity-based compensation (in compensation types) | type | 4 |
Number of executive officers receiving deferred stock awards (in executive officers) | executive_officer | 3 |
Capital shares reserved for future issuance (in shares) | shares | 7,734,601 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Equity-Based Compensation Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | $ 17,166,000 | $ 10,578,000 | $ 1,984,000 |
Tax benefit | (4,134,000) | (2,532,000) | 0 |
Equity-based compensation cost, net of tax | 13,032,000 | 8,046,000 | 1,984,000 |
Time-based and performance-based units | Class B Interests | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | 0 | 0 | 1,984,000 |
Deferred stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | 4,280,000 | 4,280,000 | 0 |
Restricted stock awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | 611,000 | 399,000 | 0 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | 9,822,000 | 4,766,000 | 0 |
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | $ 2,453,000 | $ 1,133,000 | $ 0 |
Stock-Based Compensation - 2016
Stock-Based Compensation - 2016 Class B Interests - Management Incentive Plan (Details) - USD ($) | Mar. 16, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation cost | $ 17,166,000 | $ 10,578,000 | $ 1,984,000 | |||
Time-based and performance-based units | Class B Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-vested balance at the end of the period (in shares) | 2,745 | |||||
Shares issued (in shares) | 83,529 | |||||
Units vested (in shares) | 80,784 | |||||
Units issued (in dollars per share) | $ 98.97 | |||||
Equity-based compensation cost | $ 0 | $ 0 | $ 1,984,000 | |||
Time-based and performance-based units | Class B Plan | Director And Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Units issued (in dollars per share) | $ 73.20 | |||||
Vesting period | 3 years | |||||
Time-based and performance-based units | Class B Plan | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 2,353 | 7,647 | 1,177 | |||
Units issued (in dollars per share) | $ 98.97 | |||||
Vesting period | 3 years | 3 years | ||||
Time-based and performance-based units | Class B Plan | Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 6,471 | |||||
Time-based and performance-based units | Class B Plan | Tranche 1 | Director And Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | |||||
Time-based and performance-based units | Class B Plan | Tranche 1 | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | 33.33% | ||||
Time-based and performance-based units | Class B Plan | Tranche 2 | Director And Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | |||||
Time-based and performance-based units | Class B Plan | Tranche 2 | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | 33.33% | ||||
Time-based and performance-based units | Class B Plan | Tranche 3 | Director And Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | |||||
Time-based and performance-based units | Class B Plan | Tranche 3 | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock awards vesting percentage | 33.33% | 33.33% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Deferred Compensation Arrangement with Named Executive Officers (Details) | Mar. 16, 2017USD ($) |
First | James C. Stewart | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | $ 1,975,706 |
First | Gregory L. Powell | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,646,422 |
First | M. Paul DeBonis Jr. | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 658,569 |
Second | James C. Stewart | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,975,706 |
Second | Gregory L. Powell | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | 1,646,422 |
Second | M. Paul DeBonis Jr. | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Deferred compensation arrangement with individual, distributions paid | $ 658,569 |
Stock-Based Compensation - Defe
Stock-Based Compensation - Deferred Stock Awards, Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation cost | $ 17,166,000 | $ 10,578,000 | $ 1,984,000 | |
Deferred stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation expense | $ 8,600,000 | |||
Equity-based compensation cost | 4,280,000 | $ 4,280,000 | $ 0 | |
Unamortized compensation cost | $ 0 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - USD ($) $ in Thousands | Jan. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation cost | $ 17,166 | $ 10,578 | $ 1,984 | |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion of stock, shares issued (in shares) | 114,580 | |||
Incremental fair value immediately following the modification | $ 300 | |||
Equity-based compensation cost | 611 | $ 399 | $ 0 | |
Unamortized compensation costs, non-options | $ 700 | |||
Equity award compensation period for recognition | 9 months 11 days | |||
Restricted stock awards | Tranche 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting percentage | 33.33% |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted stock awards | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Restricted Stock Awards | |
Total non-vested at the beginning of the period (in shares) | shares | 95,335 |
Units issued (in shares) | shares | 42,936 |
Shares vested (in shares) | shares | (44,507) |
Shares forfeited (in shares) | shares | 0 |
Non-vested balance at the end of the period (in shares) | shares | 93,764 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 20.51 |
Shares issued (in dollars per share) | $ / shares | 14.17 |
Shares vested (in dollars per share) | $ / shares | 20.93 |
Shares forfeited (in dollars per share) | $ / shares | 0 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 17.40 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | $ 17,166 | $ 10,578 | $ 1,984 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | 9,822 | $ 4,766 | $ 0 |
Unrecognized compensation cost | $ 20,300 | ||
Equity award compensation period for recognition | 1 year 10 months 17 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Restricted Stock Units | |
Total non-vested at the beginning of the period (in shares) | shares | 1,099,620 |
Shares issued (in shares) | shares | 1,509,937 |
Units vested (in shares) | shares | (412,944) |
Actual units forfeited (in shares) | shares | (249,860) |
Non-vested balance at the end of the period (in shares) | shares | 1,946,753 |
Weighted average grant date fair value | |
Total non-vested at the beginning of the period (in dollars per share) | $ / shares | $ 14.62 |
Units issued (in dollars per share) | $ / shares | 14.97 |
Units vested (in dollars per share) | $ / shares | 14.55 |
Actual units forfeited (in dollars per share) | $ / shares | 15.22 |
Non-vested balance at the end of the period (in dollars per share) | $ / shares | $ 14.83 |
Stock-Based Compensation - Non-
Stock-Based Compensation - Non-qualified Stock Options (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation cost | $ 17,166 | $ 10,578 | $ 1,984 |
Unamortized compensation cost, options | $ 4,600 | ||
Non-qualified stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Expiration period | 6 years | ||
Equity-based compensation cost | $ 2,453 | $ 1,133 | $ 0 |
Equity award compensation period for recognition | 1 year 10 months 17 days | ||
Options exercisable (in shares) | 196,657 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Non-qualified Stock Options (Details) - Non-qualified stock options | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Stock Options | |
Total outstanding at the beginning of the period (in shares) | shares | 589,977 |
Options granted (in shares) | shares | 647,768 |
Options exercised (in shares) | shares | 0 |
Actual options forfeited (in shares) | shares | (18,728) |
Options expired (in shares) | shares | 0 |
Total outstanding at the end of the period (in shares) | shares | 1,219,017 |
Weighted average grant date fair value | |
Total outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 6.16 |
Options granted (in dollars per share) | $ / shares | 7.28 |
Options exercised (in dollars per share) | $ / shares | 0 |
Actual options forfeited (in dollars per share) | $ / shares | 6.68 |
Options expired (in dollars per share) | $ / shares | 0 |
Total outstanding at the end of the period (in dollars per share) | $ / shares | $ 6.75 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected equity volatility | 46.30% | 51.50% |
Expected term (years) | 6 years | 6 years |
Risk-free interest rate | 2.70% | 1.60% |
Exercise price per stock option (in dollars per share) | $ 15.31 | $ 19 |
Market price per share (in dollars per share) | 15.31 | 14.49 |
Weighted average fair value per stock option (in dollars per share) | $ 7.28 | $ 6.16 |
Stockholders' Equity - Certific
Stockholders' Equity - Certificate of Incorporation (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 13, 2016 |
Equity [Abstract] | |||
Common stock authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 |
Stockholders' Equity - Keane Gr
Stockholders' Equity - Keane Group Holdings Recapitalization (Details) - USD ($) $ in Thousands | Jan. 20, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Stock issued due to conversion of units (in shares) | 87,428,019 | |
Stock issued due to conversion of units | $ 453,800 | |
Reduction of retained earnings | $ 0 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Stock issued due to conversion of units | 900 | |
Additional paid-in capital | ||
Class of Stock [Line Items] | ||
Stock issued due to conversion of units | 452,900 | |
Reduction of retained earnings | (156,270) | |
Retained Earnings (deficit) | ||
Class of Stock [Line Items] | ||
Reduction of retained earnings | $ 296,700 | $ (297,540) |
Capital Unit, Class A | ||
Class of Stock [Line Items] | ||
Conversion of units, units converted (in shares) | 1,000,000 | |
Capital Unit, Class B | ||
Class of Stock [Line Items] | ||
Conversion of units, units converted (in shares) | 176,471 | |
Capital Unit, Class C | ||
Class of Stock [Line Items] | ||
Conversion of units, units converted (in shares) | 294,118 |
Stockholders' Equity - Initial
Stockholders' Equity - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 17, 2018 | Jan. 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 03, 2017 |
Class of Stock [Line Items] | ||||||
Net proceeds from issuance initial public offering | $ 255,500 | |||||
Prepayment penalty | $ 0 | $ 15,817 | $ 0 | |||
Common stock outstanding (in shares) | 103,128,019 | 111,831,176 | ||||
2016 term loan facility | Term loan | ||||||
Class of Stock [Line Items] | ||||||
Prepayment penalty | $ 13,800 | |||||
Early repayment of senior debt | 99,000 | |||||
Senior secured notes due 2010 | Term loan | ||||||
Class of Stock [Line Items] | ||||||
Prepayment penalty | 500 | |||||
Early repayment of senior debt | $ 50,000 | |||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 30,774,000 | |||||
Offering price (in dollars per share) | $ 19 | |||||
IPO, shares sold by reporting entity | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 15,700,000 | |||||
IPO, shares sold by selling stockholders | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 15,074,000 | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,998,262 | 4,014,000 |
Stockholders' Equity - RockPile
Stockholders' Equity - RockPile Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 29, 2018 | Jan. 25, 2017 |
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 35,003 | $ 116,576 | $ 203,900 | ||||
Share price (in dollars per share) | $ 16.29 | $ 15 | |||||
Common stock outstanding (in shares) | 111,831,176 | 103,128,019 | |||||
Rockpile Energy Services, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 123,293 | $ 116,576 | |||||
Equity interest issued (in shares) | 8,684,210 |
Stockholders' Equity - Vesting
Stockholders' Equity - Vesting Of Stock Awards (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Equity [Abstract] | |
Shares issued, net of share settlements for payroll taxes (in shares) | 513,613 |
Stockholders' Equity - Secondar
Stockholders' Equity - Secondary Offerings (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 06, 2018 | Jan. 17, 2018 | Jan. 25, 2017 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||
Payments of stock issuance costs | $ 13 | |||
Treasury stock repurchased (in shares) | 520,000 | |||
Public stock offering | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 5,251,249 | 15,320,015 | ||
Offering price (in dollars per share) | $ 11.02 | $ 18.25 | ||
Over-allotment option | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 1,998,262 | 4,014,000 | ||
Keane investor | ||||
Class of Stock [Line Items] | ||||
Ownership after transactions | 49.60% | 50.80% | ||
Treasury stock repurchased (in shares) | 520,000 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase (Details) - USD ($) | Dec. 06, 2018 | Dec. 31, 2018 | Feb. 25, 2019 |
Class of Stock [Line Items] | |||
Treasury stock repurchased (in shares) | 520,000 | ||
Treasury stock acquired (in dollars per share) | $ 12.93 | ||
Remaining amount authorized | $ 88,300,000 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Treasury stock repurchased (in shares) | 8,111,764 | ||
Value of treasury stock acquired | $ 105,000,000 | ||
White Deer Energy RockPile Aggregate LLC | |||
Class of Stock [Line Items] | |||
Treasury stock repurchased (in shares) | 1,248,440 | ||
Keane investor | |||
Class of Stock [Line Items] | |||
Treasury stock repurchased (in shares) | 520,000 | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Share repurchase, authorized amount | $ 100,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||
Beginning balance | $ 513,092 | $ 513,092 | |||||||||
Net income (loss) | $ 6,128 | $ 30,779 | $ 30,667 | (8,243) | $ 43,947 | $ 4,065 | $ (11,898) | $ (72,255) | 59,331 | $ (36,141) | $ (187,087) |
Ending balance | 487,181 | 513,092 | 487,181 | 513,092 | |||||||
Foreign currency items | |||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||
Beginning balance | (2,507) | (2,507) | |||||||||
Net income (loss) | 2,621 | ||||||||||
Other comprehensive loss | (114) | ||||||||||
Ending balance | 0 | (2,507) | 0 | (2,507) | |||||||
Interest rate contract | |||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||
Beginning balance | 779 | 779 | |||||||||
Net income (loss) | (697) | ||||||||||
Other comprehensive loss | (880) | ||||||||||
Ending balance | (798) | 779 | (798) | 779 | |||||||
AOCI | |||||||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||||||||
Beginning balance | $ (1,728) | (1,728) | |||||||||
Net income (loss) | 1,924 | ||||||||||
Other comprehensive loss | (994) | ||||||||||
Ending balance | $ (798) | $ (1,728) | $ (798) | $ (1,728) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss - Reclassification Out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||||
Interest expense | $ (6,219) | $ (5,978) | $ (14,317) | $ (6,990) | $ (7,318) | $ (7,195) | $ (4,349) | $ (40,361) | $ (33,504) | [1] | $ (59,223) | [1] | $ (38,299) | [1] |
Other income (expense), net | $ (2,386) | $ 14,454 | $ 16 | $ (12,989) | $ 9,316 | $ 942 | $ 3,701 | $ 4 | (905) | 13,963 | 916 | |||
Total reclassifications | (1,924) | (172) | (3,641) | |||||||||||
Foreign currency items | Reclassification out of accumulated other comprehensive income | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||||
Other income (expense), net | (2,621) | 0 | 0 | |||||||||||
Interest Expense | Cash flow hedging | Interest rate derivatives, hedging | Reclassification out of accumulated other comprehensive income | ||||||||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||||||||
Interest expense | $ (697) | $ (172) | $ (3,641) | |||||||||||
[1] | Interest expense during the year ended December 31, 2018 includes $7.6 million in write-offs of deferred financing costs incurred in connection with the early debt extinguishment of the Company’s 2017 Term Loan Facility (as defined herein). Interest expense during the year ended December 31, 2017 includes $15.8 million of prepayment penalties and $15.3 million in write-offs of deferred financing costs, incurred in connection with the refinancing by the Company of its then existing revolving credit and security agreement (as amended, the “2016 ABL Facility”) and the Company’s early debt extinguishment of its term loan facility provided by that certain credit agreement entered into on March 16, 2016 by KGH Intermediate Holdco I, LLC, Holdco II and Keane Frac, LP (as amended, the “2016 Term Loan Facility”) with certain financial institutions (collectively, the “2016 Term Lenders”) and CLMG Corp., as administrative agent for the 2016 Term Lenders, and Senior Secured Notes (as defined herein). |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings per Share, Basic and Diluted (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Numerator: | ||||||||||||
Net income (loss) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ 43,947 | $ 4,065 | $ (11,898) | $ (72,255) | $ 59,331 | $ (36,141) | $ (187,087) | |
Denominator: | ||||||||||||
Basic weighted-average common shares outstanding (in shares) | [1] | 109,335 | 106,321 | 87,313 | ||||||||
Diluted weighted average common shares outstanding, including antidilutive securities adjustment (in shares) | 106,492 | 87,313 | ||||||||||
Restricted stock awards | ||||||||||||
Denominator: | ||||||||||||
Dilutive effect of awards granted (in shares) | 17 | 36 | 0 | |||||||||
Deferred stock awards | ||||||||||||
Denominator: | ||||||||||||
Dilutive effect of awards granted (in shares) | 214 | 0 | 0 | |||||||||
Restricted stock units | ||||||||||||
Denominator: | ||||||||||||
Dilutive effect of awards granted (in shares) | 94 | 135 | 0 | |||||||||
Non-qualified stock options | ||||||||||||
Denominator: | ||||||||||||
Dilutive effect of awards granted (in shares) | 0 | 0 | 0 | |||||||||
[1] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) $ in Thousands | Mar. 16, 2016USD ($)property | Dec. 31, 2016USD ($)lease | Sep. 30, 2017USD ($)facility | Dec. 31, 2016USD ($)property | Dec. 31, 2018USD ($)operating_leasetractor | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | ||||||||
Operating leases, rent expense | $ 13,100 | $ 11,800 | $ 9,200 | |||||
Sale leaseback transaction, rent expense | 1,200 | 600 | ||||||
Sublease proceeds | 50 | 300 | $ 300 | |||||
Operating leases, minimum lease commitments | 57,999 | |||||||
Number of properties vacated (in properties) | property | 8 | |||||||
Number of properties successfully negotiated exit agreements for (in properties) | property | 4 | |||||||
Number of leases renegotiated (in leases) | lease | 1 | |||||||
Number of facilities vacated (in facilities) | facility | 1 | |||||||
Contract termination | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Cease-use liability | $ 8,100 | $ 700 | 726 | $ 1,270 | $ 500 | |||
Payments for leasing costs | $ 2,600 | $ 156 | ||||||
Reversal of liability due to change in estimate | $ 2,400 | |||||||
Canada | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Number of operating leases (in operating leases) | operating_lease | 3 | |||||||
Minimum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Property, plant and equipment, useful life | 13 months | |||||||
Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Property, plant and equipment, useful life | 40 years | |||||||
Leasehold improvements | Minimum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Property, plant and equipment, useful life | 13 months | |||||||
Leasehold improvements | Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Property, plant and equipment, useful life | 40 years | |||||||
Rockpile Energy Services, LLC | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Sale leaseback transaction, number of tractors acquired (in tractors) | tractor | 68 | |||||||
Future minimum lease payments, sale leaseback transactions | $ 300 |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 26,327 |
2,020 | 18,017 |
2,021 | 5,688 |
2,022 | 4,795 |
2,023 | 3,172 |
Total | $ 57,999 |
Operating Leases - Exit Cost Li
Operating Leases - Exit Cost Liability Rollforward (Details) - Contract termination - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2018 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance at January 1, | $ 8,100 | $ 1,270 |
Exit costs | 339 | |
Cash buyout of lease | $ (2,600) | (156) |
Lease amortization and other adjustments | (727) | |
Total lease obligations, ending balance | $ 726 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income by Tax Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 66,260 | $ (35,904) | $ (187,308) |
Foreign1 | (2,659) | (87) | 221 |
Net loss | $ 63,601 | $ (35,991) | $ (187,087) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Current: | |||||||||||||
Federal | $ 0 | $ 0 | $ 0 | ||||||||||
State | 5,387 | 614 | 0 | ||||||||||
Foreign | 31 | 0 | 0 | ||||||||||
Total current income tax provision | 5,418 | 614 | 0 | ||||||||||
Deferred: | |||||||||||||
Federal | (1,031) | (536) | 0 | ||||||||||
State | (117) | 72 | (114) | ||||||||||
Foreign | 0 | 0 | 0 | ||||||||||
Total deferred income tax provision | (1,148) | (464) | (114) | ||||||||||
Income tax expense | $ (585) | $ 2,623 | $ (936) | $ 3,168 | $ (1,712) | $ 797 | $ 931 | $ 134 | $ 4,270 | [1] | $ 150 | [1] | $ (114) |
[1] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 25, 2017 | |
Income Tax Examination [Line Items] | ||||
Effective tax rate, percent | 6.71% | (0.53%) | 0.06% | |
Deferred tax liability | $ 1,900,000 | |||
Net deferred tax asset | $ 92,000 | |||
Net deferred tax liability | $ 266,000 | $ 1,414,000 | ||
Valuation allowance | 41,779,000 | 65,347,000 | 139,000 | |
Unrecognized tax benefits | 0 | 0 | 0 | |
Accrued interest or penalties | 0 | $ 0 | 0 | |
Internal Revenue Service (IRS) | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | 412,100,000 | |||
Operating loss carryforwards, annual limitation | 19,200,000 | |||
Operating loss carryforwards, accumulated annual limitation | 56,500,000 | |||
Operating loss carryforward, subject to expiration | 235,300,000 | |||
Internal Revenue Service (IRS) | Tax Year 2017 | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | 72,400,000 | |||
Internal Revenue Service (IRS) | Prior To IPO Transaction | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | 234,400,000 | |||
Internal Revenue Service (IRS) | Tax Year 2018 | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards | $ 105,300,000 | |||
Canada Revenue Agency | ||||
Income Tax Examination [Line Items] | ||||
Valuation allowance | $ 100,000 |
Income Taxes - Schedule of In_2
Income Taxes - Schedule of Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Income Tax Disclosure [Abstract] | |||||||||||||
Income taxes at U.S. federal statutory rate | $ 13,356 | $ (9,795) | $ (65,480) | ||||||||||
Reconciling items: | |||||||||||||
State and local income taxes, net of federal benefit | 1,408 | (334) | (114) | ||||||||||
Deferred tax asset valuation adjustment | (22,639) | (32,593) | 0 | ||||||||||
Tax rate change | 0 | 41,591 | 0 | ||||||||||
Permanent differences | 5,237 | 630 | |||||||||||
Other | 6,908 | 651 | 0 | ||||||||||
Flow through income not taxable | 0 | 0 | 65,480 | ||||||||||
Income tax expense | $ (585) | $ 2,623 | $ (936) | $ 3,168 | $ (1,712) | $ 797 | $ 931 | $ 134 | $ 4,270 | [1] | $ 150 | [1] | $ (114) |
Income tax provision computed at the statutory federal rate | 21.00% | 35.00% | 35.00% | ||||||||||
Reconciling items: | |||||||||||||
State income taxes, net of federal tax benefit | 2.21% | 1.19% | 0.06% | ||||||||||
Deferred tax asset valuation adjustment | (35.59%) | 116.46% | 0.00% | ||||||||||
Tax rate change | 0.00% | (148.61%) | 0.00% | ||||||||||
Permanent differences | 0.0823 | (0.0225) | |||||||||||
Other | 10.86% | (2.32%) | 0.00% | ||||||||||
Flow through income not taxable | 0.00% | 0.00% | (35.00%) | ||||||||||
Income tax provision | 6.71% | (0.53%) | 0.06% | ||||||||||
[1] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | |||
Stock-based compensation | $ 3,979 | $ 2,467 | $ 0 |
Net operating loss carry-forwards | 90,565 | 70,745 | 0 |
Accruals and other | 4,524 | 3,994 | 0 |
Intangibles | 0 | 0 | 231 |
Gross deferred tax assets | 99,068 | 77,206 | 231 |
Valuation allowance | (41,779) | (65,347) | (139) |
Total deferred tax assets | 57,289 | 11,859 | 92 |
Deferred tax liability: | |||
PP&E and intangibles | (56,799) | (11,319) | 0 |
Prepaids and other | (756) | (1,954) | 0 |
Total deferred tax liability | (57,555) | (13,273) | 0 |
Net deferred tax liability | $ (266) | $ (1,414) | |
Net deferred tax asset | $ 92 |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Valuation Allowance [Roll Forward] | |
Valuation allowance as of the beginning of January 1, 2018 | $ 65,347 |
Valuation allowance as of December 31, 2018 | 41,779 |
Charge as debit to equity | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | (929) |
Charge as (benefit) expense to income tax provision for current year activity | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | (22,639) |
Charge as (benefit) expense to income tax provision for change in deferred tax rate | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | 0 |
Changes to other comprehensive income (loss) | |
Valuation Allowance [Roll Forward] | |
Charge (benefit) expense to income tax provision | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Commitments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Long-term Purchase Commitment [Line Items] | |||
Equity method investments | $ 1,700,000 | $ 600,000 | |
Amount spent on long-term purchase commitment | 107,400,000 | 150,000,000 | $ 24,600,000 |
Capital addition purchase commitment | |||
Long-term Purchase Commitment [Line Items] | |||
Recorded unconditional purchase obligation | 4,200,000 | 19,800,000 | |
Outstanding purchase commitments | 43,600,000 | $ 82,500,000 | |
Research and development | |||
Long-term Purchase Commitment [Line Items] | |||
Equity method investments | 2,400,000 | ||
Anticipated investment | 3,300,000 | ||
2017 Term Loan Facility | Line of Credit | Letter of Credit | |||
Long-term Purchase Commitment [Line Items] | |||
Letters of credit outstanding | $ 2,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Aggregate Minimum Commitments (Details) - Inventories $ in Thousands | Dec. 31, 2018USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,019 | $ 34,495 |
2,020 | 32,803 |
2,021 | 15,863 |
2,022 | 9,300 |
2,023 | 1,600 |
Total | $ 94,061 |
Commitments and Contingencies_3
Commitments and Contingencies - Contingencies (Details) | Dec. 27, 2016plaintiff | Feb. 27, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | |||||
Litigation liability | $ 600,000 | $ 0 | |||
Tax audit, potential assessment | 800,000 | ||||
Keane Group Inc. vs. Workers | |||||
Loss Contingencies [Line Items] | |||||
Number of plaintiffs (in plaintiffs) | plaintiff | 2 | ||||
Settlement awarded to other party | $ 4,200,000 | ||||
Halcon v. Keane Frac | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | 1,600,000 | ||||
Litigation liability | $ 600,000 | ||||
Forecast | Vu Tran et al. v. Keane [Member] | |||||
Loss Contingencies [Line Items] | |||||
Settlement awarded to other party | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands | Dec. 06, 2018shares | May 29, 2018USD ($)$ / sharesshares | Jun. 12, 2017USD ($) | Dec. 31, 2017USD ($)coiled_tubing_units | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 03, 2017$ / shares |
Related Party Transaction [Line Items] | ||||||||
Equity method investments | $ 600 | $ 1,700 | $ 600 | |||||
Proceeds from sale of assets | $ 4,652 | 30,565 | $ 711 | |||||
Treasury stock repurchased (in shares) | shares | 520,000 | |||||||
Treasury stock acquired (in dollars per share) | $ / shares | $ 12.93 | |||||||
Share price (in dollars per share) | $ / shares | $ 15 | $ 16.29 | ||||||
Affiliated entity | Coiled Tubing Assets | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of coiled tubing assets sold | coiled_tubing_units | 7 | |||||||
Proceeds from sale of assets | $ 10,000 | |||||||
Affiliated entity | Consulting services | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amounts paid to related parties | $ 300 | $ 300 | $ 1,000 | |||||
White Deer Energy RockPile Aggregate LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Treasury stock repurchased (in shares) | shares | 1,248,440 | |||||||
White Deer Energy RockPile Aggregate LLC | Affiliated entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Treasury stock repurchased (in shares) | shares | 1,248,440 | |||||||
Treasury stock acquired (in dollars per share) | $ / shares | $ 16.02 | |||||||
Value of treasury stock acquired | $ 20,000 | |||||||
Additional paid-in capital | White Deer Energy RockPile Aggregate LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock repurchased and retired during the period | $ 18,700 | |||||||
Retained Earnings (deficit) | White Deer Energy RockPile Aggregate LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock repurchased and retired during the period | $ 1,300 | |||||||
Keane Group, Inc. vs. Trican Operations | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Legal Settlements | $ 2,100 | |||||||
Gain (Loss) Related to Litigation Settlement | $ 3,600 |
Retirement Benefits and Nonre_2
Retirement Benefits and Nonretirement Postemployment Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Percent of employer contribution match | 3.50% | ||
Contributions by employer | $ 6.7 | $ 4 | $ 1.4 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Charges incurred for restructuring activities | $ 0.6 | $ 2 | $ 1.6 |
Wind-down of a Foreign Subsid_3
Wind-down of a Foreign Subsidiary - Additional Information (Details) $ in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2015CAD ($) | Dec. 31, 2018USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Decrease in investment in foreign subsidiary | $ 2.7 | |||
Wind-down of foreign subsidiary | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Foreign earnings repatriated | $ 6.7 | $ 8 | ||
Goodwill, transfers | $ 4.7 | |||
Reclassification from AOCI | $ 2.6 |
Wind-down of a Foreign Subsid_4
Wind-down of a Foreign Subsidiary - Exit Liabilities Related to Lease and Contract Obligations (Details) - Wind-down of foreign subsidiary - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Charges incurred | $ (4) | $ 0 | |
Cash payments net of cash receipts | 4 | (214) | |
Currency lease accretion and other adjustments | (49) | 30 | |
Total lease obligations, ending balance | $ 0 | $ 49 | $ 233 |
Business Segments - Additional
Business Segments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in segments) | 2 |
Business Segments - Schedule of
Business Segments - Schedule of Financial Information for Each of the Company's Business Segments (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Mar. 16, 2016 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | ||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Revenue | $ 486,549 | $ 558,908 | $ 578,533 | $ 513,016 | $ 501,490 | $ 477,302 | $ 323,136 | $ 240,153 | $ 2,137,006 | $ 1,542,081 | $ 420,570 | ||||||||
Gross profit (loss): | 476,460 | 259,520 | 4,228 | ||||||||||||||||
Operating income (loss): | 14,148 | 24,926 | 44,032 | 14,904 | 40,237 | 11,115 | (10,319) | (31,764) | 98,010 | 9,269 | (149,704) | ||||||||
Depreciation and amortization | 71,403 | 68,287 | 59,404 | 60,051 | 49,964 | 46,204 | 32,739 | 30,373 | 259,145 | 159,280 | 100,979 | ||||||||
(Gain) loss on disposal of assets | 5,047 | (2,555) | (387) | ||||||||||||||||
Impairment | 0 | 0 | 185 | ||||||||||||||||
Exit Costs: | 339 | 1,221 | 5,696 | ||||||||||||||||
Income tax provision | 585 | (2,623) | 936 | (3,168) | 1,712 | (797) | (931) | (134) | (4,270) | [1] | (150) | [1] | 114 | ||||||
Net income (loss) | 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ 43,947 | $ 4,065 | $ (11,898) | (72,255) | 59,331 | (36,141) | (187,087) | ||||||||
Capital expenditures | 291,543 | 189,629 | 23,545 | ||||||||||||||||
Payments to acquire business | 35,003 | 116,576 | 203,900 | ||||||||||||||||
Refinery specialties, incorporated - horsepower and related support equipment | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Payments to acquire business | $ 35,000 | $ 35,000 | |||||||||||||||||
Rockpile Energy Services, LLC | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Payments to acquire business | $ 123,293 | $ 116,576 | |||||||||||||||||
Property and equipment | $ 157,654 | $ 166,307 | $ 166,307 | 166,307 | |||||||||||||||
Trican Well Service, L.P. | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Payments to acquire business | $ 199,400 | $ 199,400 | |||||||||||||||||
Property and equipment | $ 205,546 | $ 205,133 | $ 205,133 | ||||||||||||||||
Completion Services | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Revenue | 2,100,956 | 1,527,287 | 410,854 | ||||||||||||||||
Gross profit (loss): | 478,850 | 258,024 | 8,963 | ||||||||||||||||
Other Services | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Revenue | 36,050 | 14,794 | 9,716 | ||||||||||||||||
Gross profit (loss): | (2,390) | 1,496 | (4,735) | ||||||||||||||||
Operating Segments | Completion Services | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Operating income (loss): | 234,756 | 115,691 | (80,563) | ||||||||||||||||
Depreciation and amortization | 241,169 | 141,385 | 89,432 | ||||||||||||||||
(Gain) loss on disposal of assets | 2,925 | 948 | (538) | ||||||||||||||||
Impairment | 0 | 0 | 0 | ||||||||||||||||
Exit Costs: | 506 | 0 | 0 | ||||||||||||||||
Income tax provision | 0 | 0 | 0 | ||||||||||||||||
Net income (loss) | 234,756 | 115,691 | (80,563) | ||||||||||||||||
Capital expenditures | 281,081 | 185,329 | 21,736 | ||||||||||||||||
Operating Segments | Other Services | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Operating income (loss): | (6,818) | (197) | (10,156) | ||||||||||||||||
Depreciation and amortization | 4,428 | 5,757 | 5,087 | ||||||||||||||||
(Gain) loss on disposal of assets | 0 | (4,064) | (44) | ||||||||||||||||
Impairment | 0 | 0 | 185 | ||||||||||||||||
Exit Costs: | 0 | 0 | 0 | ||||||||||||||||
Net income (loss) | (6,818) | (197) | (10,156) | ||||||||||||||||
Capital expenditures | 9,510 | 1,718 | 487 | ||||||||||||||||
Corporate and Other | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Operating income (loss): | (129,928) | (106,225) | (58,985) | ||||||||||||||||
Depreciation and amortization | 13,548 | 12,138 | 6,460 | ||||||||||||||||
(Gain) loss on disposal of assets | 2,122 | 561 | 195 | ||||||||||||||||
Impairment | 0 | 0 | 0 | ||||||||||||||||
Exit Costs: | (167) | 1,221 | 5,696 | ||||||||||||||||
Income tax provision | (4,270) | (150) | 0 | ||||||||||||||||
Net income (loss) | (168,607) | (151,635) | (96,368) | ||||||||||||||||
Capital expenditures | $ 952 | $ 2,582 | $ 1,322 | ||||||||||||||||
[1] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. |
Business Segments - Schedule _2
Business Segments - Schedule of Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,054,579 | $ 1,043,116 | |
Goodwill | 132,524 | 134,967 | $ 50,478 |
Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Goodwill | 132,524 | 134,967 | |
United States | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 1,054,550 | 1,041,596 | |
Canada | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 29 | 1,520 | |
Operating Segments | Completion Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 894,467 | 863,419 | |
Operating Segments | Other Services | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 20,974 | 21,877 | |
Corporate and Other | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 139,138 | $ 157,820 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Revenue | $ 486,549 | $ 558,908 | $ 578,533 | $ 513,016 | $ 501,490 | $ 477,302 | $ 323,136 | $ 240,153 | $ 2,137,006 | $ 1,542,081 | $ 420,570 | |||
Costs of services (excluding depreciation and amortization, shown separately) | 372,654 | 436,799 | 447,685 | 403,408 | 389,096 | 391,089 | 278,384 | 223,992 | 1,660,546 | [1] | 1,282,561 | [1] | 416,342 | [1] |
Depreciation and amortization | 71,403 | 68,287 | 59,404 | 60,051 | 49,964 | 46,204 | 32,739 | 30,373 | 259,145 | 159,280 | 100,979 | |||
Selling, general and administrative expenses | 28,466 | 27,783 | 24,125 | 33,884 | 24,611 | 28,592 | 22,337 | 17,986 | 114,258 | 93,526 | 53,155 | |||
(Gain) loss on disposal of assets | (122) | 1,113 | 3,287 | 769 | (2,418) | 302 | (5) | (434) | 5,047 | (2,555) | (387) | |||
Total operating costs and expenses | 472,401 | 533,982 | 534,501 | 498,112 | 461,253 | 466,187 | 333,455 | 271,917 | 2,038,996 | 1,532,812 | 570,274 | |||
Operating income (loss) | 14,148 | 24,926 | 44,032 | 14,904 | 40,237 | 11,115 | (10,319) | (31,764) | 98,010 | 9,269 | (149,704) | |||
Other income (expense), net | (2,386) | 14,454 | 16 | (12,989) | 9,316 | 942 | 3,701 | 4 | (905) | 13,963 | 916 | |||
Interest expense | (6,219) | (5,978) | (14,317) | (6,990) | (7,318) | (7,195) | (4,349) | (40,361) | (33,504) | [2] | (59,223) | [2] | (38,299) | [2] |
Total other expenses | (8,605) | 8,476 | (14,301) | (19,979) | 1,998 | (6,253) | (648) | (40,357) | (34,409) | (45,260) | (37,383) | |||
Income tax income (expense) | 585 | (2,623) | 936 | (3,168) | 1,712 | (797) | (931) | (134) | (4,270) | [3] | (150) | [3] | 114 | |
Net income (loss) | $ 6,128 | $ 30,779 | $ 30,667 | $ (8,243) | $ 43,947 | $ 4,065 | $ (11,898) | $ (72,255) | $ 59,331 | $ (36,141) | $ (187,087) | |||
[1] | Cost of services during the years ended December 31, 2018, 2017, and 2016 excludes depreciation of $245.6 million, $150.6 million, and $94.7 million, respectively. Depreciation related to cost of services is presented within depreciation and amortization separately disclosed. | |||||||||||||
[2] | Interest expense during the year ended December 31, 2018 includes $7.6 million in write-offs of deferred financing costs incurred in connection with the early debt extinguishment of the Company’s 2017 Term Loan Facility (as defined herein). Interest expense during the year ended December 31, 2017 includes $15.8 million of prepayment penalties and $15.3 million in write-offs of deferred financing costs, incurred in connection with the refinancing by the Company of its then existing revolving credit and security agreement (as amended, the “2016 ABL Facility”) and the Company’s early debt extinguishment of its term loan facility provided by that certain credit agreement entered into on March 16, 2016 by KGH Intermediate Holdco I, LLC, Holdco II and Keane Frac, LP (as amended, the “2016 Term Loan Facility”) with certain financial institutions (collectively, the “2016 Term Lenders”) and CLMG Corp., as administrative agent for the 2016 Term Lenders, and Senior Secured Notes (as defined herein). | |||||||||||||
[3] | Income tax provision as presented in the consolidated and combined statement of operations does not include the provision for Texas margin tax for 2016. |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - Forecast - Accounting Standards Update 2016-02 $ in Millions | Jan. 01, 2019USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Right-of-use asset | $ 61 |
Lease liability | $ 61 |